WK Group (Holdings) Limited (HKEX: 02535, “WK Group”) has adopted a Second Amended and Restated Memorandum and Articles of Association (“New M&A”) by special resolution dated 22 June 2026. Key features are summarised below:
Key Corporate Details • Incorporation & Domicile: Exempted company limited by shares, registered in the Cayman Islands. • Registered Office: Suite 102, Cannon Place, North Sound Road, George Town, Cayman Islands. • Authorised Share Capital: HK$100 million, divided into 10 billion ordinary shares of HK$0.01 each. • Objects: Unrestricted, subject to Cayman Islands law.
Capital Management & Securities • Broad Board Authority – Directors may issue shares, options or warrants, create new share classes, and hold repurchased shares as treasury stock. • Shareholder Approval – Variations of class rights require written consent of at least 75 % of the affected class or a special resolution. • Treasury Shares – Company authorised to repurchase, hold, re-issue or cancel its own shares, with financing options consistent with Hong Kong Listing Rules. • Scrip Dividends – Shareholders may elect to receive dividends in cash or fully-paid shares; fractions can be dealt with at Board discretion.
Governance & Meetings • Board Composition – Minimum two directors; one-third retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. • Shareholder Rights – Holders of ≥10 % of voting rights can requisition an extraordinary general meeting and propose additional resolutions. • Hybrid & Electronic Meetings – Formal framework introduced for physical, hybrid or fully virtual general meetings, including electronic voting and attendance. • Notice Periods – 21 days for AGMs, 14 days for other general meetings, aligning with HKEX requirements.
Dividends & Reserves • Dividends may be declared by shareholders but cannot exceed Board recommendations and must comply with Cayman and HKEX rules. • Board empowered to pay interim, special or scrip dividends, establish reserves, and distribute realised capital profits subject to solvency tests. • Unclaimed dividends outstanding for one year may be invested for company benefit; proceeds unclaimed for six years can be forfeited.
Director & Officer Provisions • Indemnity – Directors, officers and auditors indemnified against liabilities except those arising from dishonesty, wilful default or fraud. • Loans & Compensation – Restrictions mirror Hong Kong Companies Ordinance and HKEX Listing Rules; shareholder approval required for loss-of-office payments. • Alternate Directors – Permitted with Board approval; alternates hold equivalent voting rights when acting.
Shareholder Administration • Share transfers unrestricted for fully-paid shares, subject to Board approval; no bearer shares permitted. • Electronic Communications – Shareholders can receive corporate documents and submit proxies or voting instructions electronically. • Untraceable Shareholders – After 12 years of returned mail and unclaimed dividends, the Company may sell the shares and hold proceeds for eventual claim.
Borrowing & Financial Disclosure • Board may raise funds, issue debt securities and create charges over assets, subject to statutory limits. • Accounts will be prepared under Hong Kong or International Financial Reporting Standards and presented at the AGM; summary financial statements may be provided electronically.
The New M&A aligns WK Group’s corporate governance with current Cayman Islands law and Hong Kong Listing Rules, introducing greater flexibility for electronic engagement, capital management and investor communications.