Chinlink International Holdings Limited has released a consolidated version of its Memorandum of Association and amended Bye-laws, confirming the full restatement of its constitutional documents with effect from 30 September 2026. Key points are as follows:
• Corporate Identity and History – Incorporated in Bermuda on 29 October 1999 as Decca Holdings Limited; renamed Chinlink International Holdings Limited on 20 January 2012. – The company is an exempted Bermuda entity (Registration No. 27236).
• Current Authorised Share Capital – HK$625.00 million divided into 62.50 billion ordinary shares of HK$0.01 par value each. – Authorised capital has been expanded multiple times since 2000; the most recent increase occurred on 17 February 2021, coupled with a share consolidation and capital reduction that reset the par value to HK$0.01.
• Key Capital-Related Provisions – Board may issue additional shares, preference shares or other securities, and may repurchase its own shares in accordance with Bermuda law and the Listing Rules. – Power to grant financial assistance for share purchases is expressly permitted, subject to regulatory requirements. – Share issues post-participation date (under the Hong Kong Uncertificated Securities Market Rules) will be in uncertificated form; paper certificates will no longer be issued for participating securities.
• Updated Governance Framework – All general meetings, including annual and special meetings, can be held physically, as hybrid sessions or fully electronically, with provisions for multiple meeting locations and real-time electronic participation. – Quorum for shareholder meetings remains two voting members, with votes to be taken by poll unless the chairman permits a show of hands on purely procedural matters. – Directors’ count set at a minimum of two, with no maximum specified; one-third retire by rotation at each annual general meeting.
• Electronic Communications and Payments – Members may receive notices, corporate communications, dividend election forms and other documents via electronic means, company website postings or designated electronic platforms, in compliance with Hong Kong Listing Rules. – Corporate action proceeds, including dividends, refunds and other distributions, may be paid electronically through Hong Kong’s real-time gross settlement system or similar channels approved by the Board.
• Indemnity and Liability – Directors, officers, auditors and liquidators are indemnified out of company assets against liabilities incurred in the execution of their duties, except in cases involving fraud or dishonesty.
• Winding-Up Provisions – A special resolution is required to place the company into voluntary or court-ordered liquidation. – The liquidator may distribute assets in specie and adjust fractional entitlements as deemed expedient.
The amended Bye-laws align the company’s governance and share administration with prevailing regulatory standards, notably the Hong Kong Uncertificated Securities Market framework and updated electronic communication practices.