On 20 August 2026, Texwinca Holdings Limited (stock code 00321) adopted an Amended & Restated Memorandum of Association and Bye-laws, modernising its corporate framework and aligning with Hong Kong’s forthcoming Uncertificated Securities Market (USM) regime.
Key changes
• Updated capital structure – Authorised share capital remains HK$100.00 million, now divided into shares of HK$0.05 par value each (previously HK$0.10). – The Board may create, redeem or hold treasury shares, issue preference shares, warrants or convertible securities, and provide financial assistance for share purchases, subject to the Companies Act 1981 and Listing Rules.
• Flexible shareholder meetings – Annual general meetings must be held within six months after the 31 March financial year-end. – New provisions permit physical, hybrid or fully electronic general meetings, with attendance and voting via electronic facilities. – Notices, proxy appointments and voting instructions can be delivered electronically; Members may register electronic addresses for all corporate communications.
• Adoption of Hong Kong’s USM regime – Bye-laws now recognise certificated and uncertificated (dematerialised) shares, enabling electronic transfer, dematerialisation and rematerialisation in line with the Securities and Futures Commission’s rules. – The company may refuse or require dematerialisation/rematerialisation in circumstances specified under the USM Rules.
• Board composition & governance – Minimum two Directors; no maximum cap. – At least one-third of Directors must retire by rotation at each AGM, ensuring every Director faces re-election at least once every three years. – Directors may hold executive roles and are indemnified against liabilities except in cases of wilful negligence, default, fraud or dishonesty.
• Dividend flexibility – Dividends may be paid in cash, scrip or a combination thereof, with options for shareholders to elect their preferred form subject to Board-set procedures. – Unclaimed dividends revert to the company after six years.
• Enhanced communication & corporate action processes – Electronic channels authorised for dividend elections, meeting instructions and other actionable corporate communications. – Dividend and other corporate action proceeds may be paid through Hong Kong’s real-time gross settlement system or other electronic means.
The comprehensive revisions position Texwinca Holdings to operate efficiently under evolving regulatory standards, streamline shareholder engagement and support future capital-management flexibility.