ZACD Group Ltd. (abbreviated “ZACD Group”) has adopted a revised Constitution that refines its corporate governance framework, shareholder rights and electronic interaction mechanisms.
Key highlights:
1. Share Capital & Issuance • The company may create multiple share classes, including non-voting or restricted-voting shares, but issuance of such classes requires prior shareholder approval via special resolution. • Shares can be issued without consideration, although bearer shares remain prohibited. • Directors must obtain shareholder authorisation before allotting new shares, except within limits approved by ordinary resolution, and rights issues must first be offered to existing holders. • Treasury shares are permitted and may be dealt with in line with Singapore Companies Act provisions.
2. Shareholder Rights & Meetings • Preference shareholders gain voting rights when dividends are six months in arrears or when proposals affect their rights. • General meetings may be held physically, virtually or in hybrid form; members counted online qualify for quorum and can vote electronically. • All resolutions at general meetings must be decided by poll if required under Hong Kong Exchange rules.
3. Dividends & Capital Management • Dividends are paid proportionately to paid-up capital; the board may offer scrip dividends or issue bonus shares by capitalising reserves, subject to member approval. • Unclaimed dividends outstanding for six years may be forfeited to the company. • The constitution enables share buy-backs and capital reduction in line with statutory and listing-rule requirements.
4. Electronic Securities & Communications • ZACD Group aligns with the Hong Kong Securities and Futures (Uncertificated Securities Market) Rules, allowing shares to be held, transferred and registered electronically through approved systems. • Shareholders are deemed to consent to receive notices, proxy forms and other corporate documents electronically unless they opt for physical copies. • Electronic instructions—including proxy appointments and voting directions—are valid once authenticated under procedures set by the board.
5. Board Governance & Indemnities • The board must comprise at least two directors, with no maximum specified; one-third retire by rotation annually. • Directors, the company secretary and officers are indemnified against liabilities incurred in the course of their duties, except in cases of negligence or wilful default. • Alternate and executive directors’ roles, voting rights and remuneration policies are detailed, and conflicts of interest must be disclosed in accordance with Singapore law.
6. Winding-Up Provisions • A voluntary winding-up requires a special resolution. • On dissolution, surplus assets are distributed first to holders of shares with preferential rights, then to ordinary shareholders; assets may be divided in specie with shareholder approval.
The updated Constitution positions ZACD Group to operate more efficiently in a digital environment while reinforcing shareholder protections and regulatory compliance across Singapore and Hong Kong jurisdictions.
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