WG ENV TECH Finalises Third Amended & Restated Memorandum and Articles; Confirms HK$200 Million Authorised Capital and Adds Virtual-Meeting Mechanism

Bulletin Express
06/02

Weigang Environmental Technology Holding Group Limited (“WG ENV TECH”, 01845) has adopted its Third Amended and Restated Memorandum and Articles of Association (M&A) by special resolution dated 2 June 2026, with the new constitutional document taking effect the same day. The key features are:

1. Authorised Share Capital • Authorised capital set at HK$200.00 million, divided into 4.00 billion shares of HK$0.05 par value each. • The Board may issue shares with or without preferential rights and may create or cancel Treasury Shares in line with the Cayman Islands Companies Act.

2. Flexible Capital Management • Directors empowered to issue warrants, options and other securities, create new share classes, consolidate, subdivide or cancel shares, and purchase or redeem the Company’s own shares (including maintaining treasury stock). • Ability to hold, transfer and register shares in uncertificated form through CCASS or any approved Uncertificated Securities Market system, aligning with Hong Kong’s upcoming USM regime.

3. Modernised Shareholder Communication • Notices and corporate documents may be delivered electronically or by website publication, subject to Listing Rules compliance. • Shareholders can elect to receive full or summarised financial statements electronically.

4. Hybrid and Virtual General Meetings • Meetings may be conducted as physical, hybrid or fully virtual sessions, with participation recognised through approved communication technologies. • Detailed provisions cover quorum, voting, adjournment and contingency arrangements for technical disruptions.

5. Board Structure and Governance • Minimum of two directors, each subject to retirement by rotation at least once every three years. • Directors’ interests, voting restrictions, indemnities and the establishment of committees clarified. • Introduction of a Subscription Right Reserve mechanism to support warrant exercises if the adjusted subscription price falls below par value.

6. Dividend & Reserve Policies • Dividends may be paid in cash or satisfied by scrip issues; unclaimed dividends may be forfeited after six years. • Enhanced flexibility to capitalise reserves and distribute assets in specie during winding-up, subject to shareholder approval.

The revised M&A positions WG ENV TECH to comply with updated Cayman Islands company law and Hong Kong Listing Rules, while providing greater operational flexibility and modernising shareholder engagement practices.

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