Wing Lee Development Construction Holdings Limited (“WING LEE DEV”) has approved a complete revision of its corporate governance framework through the adoption of a Second Amended and Restated Articles of Association (the “New Articles”). The New Articles were passed by special resolution on 18 September 2026 and took effect on the same date.
Key highlights include:
1. Expanded Electronic Infrastructure • Shares become “participating securities” and will be held and transferred exclusively in uncertificated form through an approved electronic system. • Full recognition of electronic meetings, hybrid meetings and electronic voting, with shareholders deemed present if attending virtually. • Notices, dividend elections, proxy appointments and other actionable communications may now be distributed or received via electronic means without additional consent.
2. Capital Structure & Shareholder Rights • Authorised share capital is set at HKD 15.00 million, divided into 1.50 billion ordinary shares of HKD 0.01 each. • Directors may issue shares, warrants or other securities, including redeemable shares, subject to HKEX Listing Rules. • Shareholders retain pre-emptive treatment at the Board’s discretion but no automatic pre-emptive rights are created. • Treasury shares are formally recognised, allowing the company to hold repurchased shares for resale on the market.
3. Modernised Meeting Procedures • Quorum for general meetings remains two shareholders, who may attend physically or electronically. • All resolutions will be decided by poll unless the chairman determines a purely procedural matter suitable for a show of hands. • Shareholders must retire as directors by rotation at least once every three years, ensuring regular re-election.
4. Enhanced Corporate Governance • Directors’ conflicts of interest clarified, requiring abstention from voting where a material interest exists. • Written resolutions of the Board are permitted if signed by all directors (or their alternates), streamlining decision-making. • Auditor appointment, removal and remuneration remain subject to shareholder approval by simple majority.
5. Dividends & Capitalisation Flexibility • Dividends may be paid from realised or unrealised profits and, with shareholder approval, from the share premium account. • Scrip dividends are permitted, allowing shareholders to elect shares in lieu of cash. • The company may capitalise reserves for fully-paid share issues, with fractional entitlements managed at the Board’s discretion.
6. Untraceable Shareholders • After 12 years of returned or unclaimed dividends, and following specific newspaper advertisements, the company may sell related shares and retain proceeds until claimed.
7. Indemnity & Insurance • Directors, officers and auditors are indemnified out of company assets against liabilities except those arising from fraud or dishonesty. • The Board is authorised to arrange insurance to cover such liabilities.
The New Articles align WING LEE DEV with Hong Kong’s latest regulatory standards, facilitate full migration to the Uncertificated Securities Market regime and provide shareholders with broader digital participation rights.