China Wood International Holding Co., Limited (CHINA WOOD INT, 01822) confirmed that shareholders have approved the Third Amended and Restated Memorandum and Articles of Association by special resolution dated 22 May 2026, effecting a comprehensive update of the company’s constitutional framework. Key provisions are as follows:
• Corporate Structure – Remains an exempted company limited by shares incorporated in the Cayman Islands. – Registered office: Conyers Trust Company (Cayman) Limited, Cricket Square, Grand Cayman, KY1-1111.
• Capital Base – Authorised share capital fixed at HK$200 million, divided into 20 billion shares of HK$0.01 each. – Board empowered to issue new shares, warrants and other convertible securities, repurchase its own shares, and hold repurchased shares in treasury. Fully paid treasury shares carry no voting or distribution rights.
• Governance Modernisation – Introduces flexibility for Physical, Hybrid and Virtual general meetings; members may participate via electronic facilities, and quorum rules are updated accordingly. – Aligns procedures with Hong Kong’s upcoming uncertificated securities market (USM) regime, allowing shares to be issued, held and transferred electronically through the Central Clearing and Settlement System (CCASS) or other SFC-approved platforms. – Establishes a Subscription Rights Reserve to facilitate share issues arising from warrant exercises without breaching par-value requirements.
• Directors & Management – Minimum of two directors; no maximum number set. – One-third of directors (or the number nearest one-third) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. – Board authorised to appoint alternate directors, create board committees and delegate extensive management powers.
• Shareholder Rights & Protections – Clear procedures for variation of class rights, share transfers (including in uncertificated form), and electronic proxy appointments. – Enhanced indemnity provisions protect directors and officers against liabilities, excluding fraud or dishonesty.
• Financial Administration – Dividends may be paid from realised or unrealised profits or share premium, with scrip dividend alternatives and treasury share restrictions. – Financial year-end confirmed as 31 December, with annual audited accounts to be circulated at least 21 days before each AGM.
The updated constitutional documents position CHINA WOOD INT for greater corporate flexibility, digital shareholding capabilities and alignment with evolving regulatory standards in Hong Kong and the Cayman Islands.