WebX International Updates Governance Framework with Third Amended and Restated Memorandum & Articles

Bulletin Express
06/12

WebX International Holdings Company Limited (智雲國際控股有限公司) has adopted its Third Amended and Restated Memorandum of Association and Articles of Association, effective 12 June 2026. The revised documents, approved by special resolution, align the company’s constitutional framework with the latest provisions of the Cayman Islands Companies Act (as revised) and modern market practices.

Key Highlights

• Corporate Structure and Objects – The company remains an exempted entity limited by shares under Cayman Islands law, with unrestricted objects covering holding-company functions and broad investment activities. – The registered office is confirmed as Conyers Trust Company (Cayman) Limited, Cricket Square, Grand Cayman.

• Authorised Share Capital – HK$100.00 million divided into 10.00 billion ordinary shares of HK$0.01 par value each. – The board retains authority, subject to statutory and listing-rule constraints, to repurchase, redeem, or re-issue shares, including as treasury shares.

• Governance Enhancements – “Table A” default regulations are disapplied; bespoke articles now govern the company. – Electronic, hybrid and physical general-meeting formats are expressly permitted, with detailed procedures for electronic participation, quorum determination and voting. – Board size remains flexible (minimum two directors; no maximum), with clarified provisions on rotation (one-third annually, each director at least once every three years) and removal by ordinary resolution. – Enhanced provisions cover electronic communications, uncertificated share transfers, and use of Hong Kong’s Uncertificated Securities Market (USM) rules.

• Shareholder Rights and Protections – Share classes may be issued with varied voting, dividend or redemption rights, subject to special-resolution approval for any variation. – Members may requisition extraordinary general meetings with at least 10 % of paid-up voting capital. – Dividends can be satisfied in cash or scrip; unclaimed dividends revert to the company after six years.

• Capital Management and Financial Reporting – The board may capitalise reserves for scrip dividends or other distributions. – The company’s financial year-end remains 31 December, and audited financial statements will continue to be prepared and circulated in accordance with Hong Kong GEM Listing Rules.

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

• Future Amendments – Any alteration to the memorandum or articles, or a change of company name, requires shareholder approval by special resolution.

The comprehensive revisions are designed to provide operational flexibility, support electronic processes under evolving Hong Kong market infrastructure, and reinforce shareholder safeguards while maintaining compliance with applicable Cayman Islands and Hong Kong regulatory requirements.

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