CEB Water Adopts Comprehensive Bye-Law Overhaul to Modernise Governance and Facilitate Electronic Meetings

Bulletin Express
04/22

China Everbright Water Limited (“CEB Water”) released its updated Memorandum of Association and Bye-Laws, adopted by special resolutions at the 22 April 2026 Annual General Meeting. Key takeaways follow.

Corporate Structure and Share Capital • Authorised share capital remains divided into ordinary shares of HK$1.00 par value. • The Board is empowered, subject to shareholder approval, to repurchase shares and hold them as treasury shares in line with Bermuda law (s.42B) and listing rules. • Any fresh issue of shares exceeding 50 % of existing issued capital (with a 20 % limit for non-pro-rata issues) requires prior shareholder approval.

Modernised Meeting Mechanics • General meetings may now be conducted as physical, hybrid or fully electronic meetings, enabling simultaneous participation across multiple locations. • Quorum for shareholder meetings is two members; Directors may also attend electronically. • Shareholders can appoint up to two proxies; the Central Depository or clearing houses may appoint multiple proxies.

Board Composition and Rotation • The company must maintain a minimum of two Directors; every Director is subject to re-election at least once every three years. • The Board may fill casual vacancies, but such appointees must seek re-election at the next AGM. • Directors with material interests (as defined by SGX and HKEX rules) must abstain from voting on related matters.

Dividend Flexibility • Dividends can be paid in cash or in specie and may be satisfied, at the Board’s discretion, by issuing fully paid shares. • Unclaimed dividends revert to the company after six years. • Distributions are prohibited if they would impair the company’s ability to meet liabilities as they fall due.

Enhanced Electronic Communication • Notices, financial statements and other shareholder documents may be delivered electronically or made available on the company’s website, subject to Bermuda law and SGX/HKEX requirements. • Members are deemed to consent to electronic delivery but can opt for physical copies.

Investor Protection and Take-over Provisions • The bye-laws formally incorporate the Singapore Code on Take-overs and Mergers and the Hong Kong Codes on Takeovers and Share Buy-backs. • Members holding 10 % of paid-up capital retain the right to requisition a special general meeting.

Indemnification • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the course of their duties, excluding fraud or dishonesty.

The revised bye-laws aim to align CEB Water’s corporate governance framework with current regulatory standards in Bermuda, Singapore and Hong Kong while introducing digital flexibility for shareholder engagement.

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