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Weigang Environmental Technology Holding Group Limited Proxy Solicitation & Information Statement 2026
50209_rns_2026-05-14_8acac6dd-2df7-43a1-84ef-ba21fe8e9c77.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Weigang Environmental Technology Holding Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
维港环保
Weigang Environmental Technology Holding Group Limited
维港环保科技控股集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1845)
PROPOSED AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION; AND ADOPTION OF NEW ARTICLES OF ASSOCIATION; AND NOTICE OF EXTRAORDINARY GENERAL MEETING
Capitalised terms used on this cover page shall have the same meanings as defined in this circular, unless the context requires otherwise.
A notice convening the Extraordinary General Meeting of Weigang Environmental Technology Holding Group Limited is to be held at 14/F, Block A4, No. 181 Science Boulevard, Guangzhou, Guangdong Province, China on Tuesday, 2 June 2026 at 2:30 p.m., or any adjournment thereof, at which, among other things, the above proposals will be considered, which set out on pages EGM-1 to EGM-2 of this circular.
A form of proxy for use at the Extraordinary General Meeting is also enclosed with this circular. Whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Weigang Environmental Technology Holding Group Limited's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 17, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.
Reference to the time and dates in this circular are to Hong Kong time and dates.
15 May 2026
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 3
Appendix – Proposed Amendments to the Existing Articles of Association. I-1
Notice of Extraordinary General Meeting ... EGM-1
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Board” the board of Directors
“Company” Weigang Environmental Technology Holding Group Limited, an exempted company incorporated in the Cayman Islands with limited liability on 18 May 2017
“Director(s)” the director(s) of the Company
“Extraordinary General Meeting” or “EGM” the extraordinary general meeting of the Company to be convened and held at 14/F, Block A4, No. 181 Science Boulevard, Guangzhou, Guangdong Province, China on Tuesday, 2 June 2026 at 2:30 p.m., or any adjournment thereof
“Existing Articles of Association” the second amended and restated articles of association of the Company currently in force
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date” 11 May 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“New Articles of Association” the new set of amended and restated articles of association of the Company incorporating the Proposed Amendments, and proposed to be adopted at the Extraordinary General Meeting
“Proposed Amendments” the amendments proposed to be made to the Existing Articles of Association as detailed in the Appendix to this circular
“Share(s)” ordinary shares of HK$0.05 each in the share capital of the Company
“Shareholder(s)” holder(s) of the Shares
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“treasury share(s)” has the meaning ascribed to it under the Listing Rules, and “treasury share” shall be construed accordingly
— 1 —
DEFINITIONS
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“%”
per cent.
— 2 —
LETTER FROM THE BOARD
维道环保
WEIGANG ENVIRONMENT
Weigang Environmental Technology Holding Group Limited
维港环保科技控股集团有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1845)
Executive Directors:
Mr. CAI Zhuhua (Chairman)
Mr. DONG Honghui
Mr. LI Kaiyan (Chief Executive Officer)
Independent non-executive Directors:
Mr. CHI Weijun
Mr. XIAO Hui
Ms. XIAO Jingui
Registered Office:
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
Principal place of business in Hong Kong:
Unit 3904,
39/F, AIA Tower,
183 Electric Road,
North Point,
Hong Kong
15 May 2026
To the Shareholders
Dear Sir or Madam
PROPOSED AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION; AND ADOPTION OF NEW ARTICLES OF ASSOCIATION; AND NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you further information on, among others, the following proposals to be put forward at the Extraordinary General Meeting: (a) the proposed amendments to the Existing Articles of Association; and (b) the adoption of the New Articles of Association.
LETTER FROM THE BOARD
PROPOSED AMENDMENTS TO EXISTING ARTICLES OF ASSOCIATION AND ADOPTION OF NEW ARTICLES OF ASSOCIATION
The Company proposes to (a) make the Proposed Amendments to the Existing Articles of Association for the purposes of (i) enabling the Company to hold hybrid and electronic meetings; (ii) permitting electronic voting; (iii) permitting the Company to hold treasury shares; (iv) aligning with the requirements of the "Consultation Conclusions to Proposals to Further Expand the Paperless Listing Regime and Other Rule Amendments" published by the Stock Exchange; (v) aligning with the uncertificated securities market regime; and (vi) making minor housekeeping edits; and (b) adopt the New Articles of Association incorporating the Proposed Amendments in substitution for, and to the exclusion of, the Existing Articles of Association.
The Proposed Amendments are detailed in the Appendix to this circular. The Proposed Amendments and the proposed adoption of the New Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the Extraordinary General Meeting.
Notwithstanding the Proposed Amendments, the contents of the other chapters and articles of the Existing Articles of Association shall remain unchanged.
The Company has been advised by its legal advisers that the Proposed Amendments are not inconsistent with the requirements of the Listing Rules and the laws of the Cayman Islands respectively. The Company also confirms that there is nothing unusual about the Proposed Amendments for a company listed on the Stock Exchange.
The Shareholders should note that the New Articles of Association are in English. The Chinese translation of any content of the New Articles of Association is for reference purposes only. In case of any inconsistency between the English and Chinese versions of the New Articles of Association, the English version shall prevail.
EXTRAORDINARY GENERAL MEETING
Set out on pages EGM-1 to EGM-2 of this circular is a notice convening the EGM to consider and, if appropriate, to approve, among others, the resolutions approving the Proposed Amendments and the adoption of the New Articles of Association.
A form of proxy for use at the EGM is enclosed herewith. If you are not able to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 17, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the EGM will be taken by way of poll.
RECOMMENDATION
The Board considers that the resolutions in relation to the Proposed Amendments and the adoption of the New Articles of Association to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of such resolutions at the EGM.
GENERAL
Your attention is also drawn to the Appendix to this circular.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
RESPONSIBILITY STATEMENT
This circular, for which the Directors (as defined herein) of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.
By Order of the Board
Weigang Environmental Technology Holding Group Limited
CAI Zhuhua
Chairman
APPENDIX
PROPOSED AMENDMENTS TO
THE EXISTING ARTICLES OF ASSOCIATION
The Proposed Amendments are detailed below:
| Article number | Proposed Amendments (shown as mark ups against the Existing Articles of Association) |
|---|---|
| 1 | (a) “Actionable Corporate Communication” shall have the meaning given to it in the Listing Rules; |
| “announcement” means any official publication of a notice or document of the Company, including any publication, subject to and to such extent permitted by the Listing Rules, by electronic communication or by advertisement published in the Newspapers or in such manner or means ascribed and permitted by the Listing Rules and applicable laws; | |
| “ASR Code” means the Code of Conduct for Approved Securities Registrar published by the Securities and Futures Commission of Hong Kong as from time to time in effect and include any amendments thereof and any other codes or guidelines incorporated therewith, supplementary thereto or substituted therefor; | |
| “CCASS” means the Central Clearing and Settlement System operated by HKSCC; | |
| “Clear day(s)” mean, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; | |
| “Communication Facilities” shall include, without limitation, video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communication, internet or online conferencing application or telecommunications facilities or other virtual meeting technology by means of which all persons participating in a meeting are capable of hearing and being heard by each other and all members’ rights to speak and vote at the meeting are maintained; | |
| “Companies Act” means the Companies Act (as amended)(as revised) of the Cayman Islands as amended from time to time and every other act, order regulation or other instrument having statutory effect (as amended from time to time) for the time being in force in the Cayman Islands applying to or affecting the Company, the Memorandum of Association and/or the Articles of Association; | |
| “Competent regulatory authority” means a competent regulatory authority in the territory where the Shares of the Company are listed or quoted on a stock exchange in such territory; | |
| “Corporate Communication” shall have the meaning given to it in the Listing Rules; | |
| “electronic” shall have the meaning given to it in the Electronic Transactions Act; | |
| “electronic communication” means a communication sent, transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means in any form through any medium; | |
| “electronic means” shall include sending or otherwise making available to the intended recipient(s) of the communication an electronic communication; |
— I-1 —
APPENDIX
PROPOSED AMENDMENTS TO
THE EXISTING ARTICLES OF ASSOCIATION
| “electronic signature” means an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication; | ||
|---|---|---|
| “Electronic Transactions Act” means the Electronic Transactions Act (as amended) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; | ||
| “HKSCC” means the Hong Kong Securities Clearing Company Limited; | ||
| “HKSCC” means HKSCC Nominees Limited in its capacity as nominee for HKSCC (or any successor thereto) as operator of CCASS and any successor, replacement or assign of HKSCC Nominees Limited as nominee for the operator of CCASS; | ||
| “Hybrid Meeting” means a general meeting held and conducted by (i) physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and, where applicable, one or more other Meeting Locations at the same time and (ii) virtual attendance and participation by Shareholders and/or proxies by means of Communication Facilities; | ||
| “Meeting Location” and “Meeting Locations” have the meanings ascribed to them in Article 70, and for the avoidance of doubt, shall include the Principal Meeting Location unless otherwise specified; | ||
| “Notice” means written notice unless otherwise specifically stated in these Articles and, where the context so requires, shall include any other document (including any Corporate Communication and Actionable Corporate Communication) or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the Listing Rules and/or the rules of the competent regulatory authority. For the avoidance of doubt, notice may be provided in physical or electronic form; | ||
| “person” means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires, other than in respect of a Director or Officer in which circumstances Person shall mean any person or entity permitted to act as such in accordance with the laws of the Cayman Islands; | ||
| “Physical Meeting” means a general meeting held and conducted by physical attendance and participation by Shareholders and/or proxies at the Principal Meeting Place and/or, where applicable, one or more other Meeting Locations; |
— I-2 —
APPENDIX
| “present”, when determining a person’s presence at a general meeting, shall include, such person’s presence at a general meeting by means of such person or, if such person is not a natural person, its duly authorised representative, or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles, in each case, being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting and/or Hybrid Meeting, connected by means of the use of such Communication Facilities; and the term “presence” (and its grammatical derivatives) in the context of general meetings shall be construed accordingly; | ||
|---|---|---|
| “Principal Meeting Place” has the meaning ascribed to it in Article 80; | ||
| “Secretary” means theany person(s), firm(s) or corporation(s) for the time being performing the duties of that office the company secretary of the Company and includes any assistant, deputy, acting or temporary secretary; | ||
| “SFO” means the Securities and Futures Ordinance, Cap.571 of the laws of Hong Kong, as in force from time to time and any amendments thereto or re-enactments thereof for the time being in force and includes every other law or subsidiary legislation incorporated therewith or substituted therefor; | ||
| “Treasury Shares” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled; | ||
| “UNSRT System” means an uncertificated securities registration and transfer system, and in relation to any Shares or securities of the Company, a computer-based system, together with procedures and other facilities, that enables title to the Shares and securities to be evidenced and transferred without an instrument, and facilitates supplementary and incidental matters; | ||
| “USM Rules” shall mean the Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS) made under the SFO, as in force from time to time and any amendments thereto or re-enactments thereof for the time being in force and includes every other rules or subsidiary legislation incorporated therewith or substituted therefor; and | ||
| “Virtual Meeting” means any general meeting held and conducted wholly and exclusively by virtual attendance and participation by Shareholders and/or proxies by means of Communication Facilities. |
— I-3 —
APPENDIX
| (b) | (ii) words importing any gender shall include every gender and the neuter, words importing persons shall include natural persons, partnerships, firms, companies, joint ventures, associations and corporations and other entities and bodies of persons (whether corporate or not and whether having a separate legal personality or not), or any of them as the context so requires); | |
|---|---|---|
| (iii) subject to the foregoing provisions of this Article, any words or expressions defined in the Companies Act (except any statutory modification thereof not in force when these Articles become binding on the Company) shall bear the same meaning in these Articles, save that “company” shall where the context permits include any company incorporated in the Cayman Islands or elsewhere; and | ||
| (iv) references to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.; | ||
| (v) references to writing or similar expressions shall include printing, lithography, photography and other modes of representing or reproducing words or figures in a legible and non-transitory form or, to the extent permitted by and in accordance with the Companies Act and other applicable laws, rules and regulations, any visible substitute for writing (including an electronic communication), or modes of representing or reproducing words in visible form, and including where the representation or reproduction takes the form of an electronic display, provided that, where applicable, both the mode of service of the relevant document or notice and any Shareholder’s election comply with the Companies Act and all other applicable laws, rules and regulations; | ||
| (vi) references to a document being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by electronic communication or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not; | ||
| (vii) references to the right of a Shareholder to speak at a Virtual Meeting or a Hybrid Meeting shall include the right to raise questions or make statements to the chairman of the meeting, verbally or in written form, by means of Communication Facilities. Such a right shall be deemed to have been duly exercised if the questions or statements may be heard or seen by all or only some of the persons present at the meeting (or only by the chairman of the meeting) in which event the chairman of the meeting shall relay the questions raised or the statements made verbatim to all persons present at the meeting, either orally or in writing using Communication Facilities; |
— I-4 —
APPENDIX
| (viii) a reference to a meeting shall mean a meeting convened and held in any manner permitted by these Articles and any Shareholder, proxy or Director virtually attending and participating at a meeting by means of Communication Facilities shall be deemed to be present and participating at that meeting for all purposes of the Companies Act and these Articles, and attend, participate, attending, participating, attendance and participation shall be construed accordingly, and shall, where the context is appropriate, include any adjournments and postponements thereof; | ||
|---|---|---|
| (ix) references to a person’s participation in the business of a general meeting include, without limitation, and as relevant, the right (including, in the case of a corporation, through a duly authorised representative) to speak or communicate, vote, be represented by a proxy and have access in hard copy or electronic form to all documents which are required by the Companies Act or these Articles to be made available at the meeting, and participate and participating in the business of a general meeting shall be construed accordingly; | ||
| (x) references to a poll include, without limitation, a poll conducted using Communication Facilities; | ||
| (xi) references to a vote, votes, voting or votes cast include, without limitation, a vote, votes, voting or votes cast in each case using Communication Facilities; | ||
| (xii) references to attendance, attend, attending and attended include, without limitation, virtual attendance, attend virtually, attending virtually and virtually attended in each case using Communication Facilities; | ||
| (xiii) references to any person being present or being present in person include, without limitation, such person being virtually present using Communication Facilities; | ||
| (xiv) references to any person doing anything personally or being present personally include, without limitation, such person doing anything virtually using Communication Facilities or being virtually present using Communication Facilities; | ||
| (xv) references to any person voting in person include, without limitation, any person voting using Communication Facilities; | ||
| (xvi) references to Communication Facilities include, without limitation, website addresses, webinars, webcast, video or any form of conference call system (telephone, video, web or otherwise); | ||
| (xvii) references to any notice in writing include, without limitation, notices given by any electronic means or published on a website or websites; | ||
| (xviii) reference to “print”, “printed”, “printed copy” or “printing” shall be deemed to include electronic versions or electronic copies; |
— I-5 —
| (xix) references to the term “place” shall be construed as applicable only in contexts where a physical location is required or relevant. Any reference to a “place” for the delivery, receipt, or payment of monies, whether by the Company or by Shareholders, shall not preclude the use of electronic means for such delivery, receipt, or payment. For the avoidance of doubt, references to a “place” in the context of meetings shall include physical, virtual, electronic, or hybrid meeting formats, as permitted by applicable laws and regulations. References to a “place” in the notices of meetings (and any adjournments and postponements thereof) or any other references to a “place” shall be interpreted to include virtual platforms or electronic means of communication where applicable. Where the term “place” is out of context, unnecessary, or not applicable, such reference shall be disregarded without affecting the validity or interpretation of the relevant provision; | ||
|---|---|---|
| (xx) references to “voting rights” shall exclude the voting rights attached to Shares repurchased and held by or transferred to HKSCCN upon deposit with CCASS; and | ||
| (xxi) any reference to the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”. | ||
| 3. | Notwithstanding anything to the contrary in these Articles, the Company shall comply with the Listing Rules and all applicable laws and regulations from time to time in force, including any laws, rules or regulations relating to uncertificated securities. | |
| 4. | Section 8 and Section 19 of the Electronic Transactions Act shall not apply to these Articles to the extent such impose obligations or requirements in addition to those set out in these Articles. | |
| 7. | 5.-(a) If at any time the share capital of the Company is divided into different classes of Shares, all or any of the special rights attached to any class (unless otherwise provided for by the terms of issue of the Shares of that class) may, subject to the provisions of the Companies Act, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued Sharethree quarters of the voting rights of the holders the issued Shares of that class, excluding any Treasury Shares of that class, or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the Shares of that class. To every such separate general meeting the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be not less than a person or persons holding (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or representing by proxy holding not less than one-third in nominal value of the issued Shares of that class, excluding any Treasury Shares of that class, and that any holder of Shares of the class present in person (or in the case of the Shareholder being a corporation, by its duly authorised representative) or by proxy may demand a poll. | |
| 17. | (e) | The holder of the Shares being purchased or redeemed shall be bound to deliver up to the Company at the Head Office or such other place as the Board shall specify the certificate(s) thereof (if any) for cancellation and thereupon the Company shall pay to him the purchase or redemption monies in respect thereof. |
— I-6 —
| 19. | (c) | During the Relevant Period (except when the Register is closed on terms equivalent to section 632 of the Companies Ordinance as at the date of the adoption of these Articles (or its equivalent provision from time to time)), any Shareholder may inspect during business hours any Register maintained in Hong Kong without charge and require the provision to him of copies or extracts thereof in all respects as if the Company were incorporated under and were subject to the section 632 of Companies Ordinance. For the avoidance of doubt, any holder of prescribed securities (as defined in the USM Rules) is entitled, on request and without charge, to inspect any entry made in relation to that person in the Register and during the course of the inspection make a copy of any such entries. |
|---|---|---|
| 20. | (a) | Every person whose name is entered as a Shareholder in the Register shall be entitled to receive within the relevant time limit as prescribed in the Companies Act or as the HK Stock Exchange may from time to time determine, whichever is shorter, after allotment or lodgement of a transfer (or within such other period as the conditions of issue shall provide or is required by the applicable rules of the stock exchange of the Relevant Territory) one certificate for all his Shares, or, if he shall so request, in a case where the allotment or transfer is of a number of Shares in excess of the number for the time being forming a stock exchange board lot for the purposes of the stock exchange of the Relevant Territory on which the Shares are listed upon payment of such sum (in the case of a transfer, not exceeding in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules, and in the case of any other Shares, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or otherwise such other sum as the Company may by Ordinary Resolution determine) for every certificate after the first as the Board may from time to time determine, such number of certificates for Shares in stock exchange board lots or whole multiples thereof as he shall request and one for the balance (if any) of the Shares in questionhold their Shares in uncertificated form through the UNSRT System, the CCASS or other system approved under the SFO and/or the USM Rules or otherwise approved by the SFC or the HK Stock Exchange, as applicable, in compliance with the Listing Rules and other applicable laws, rules and regulations. The Company shall comply with all applicable laws, rules and regulations to facilitate the holding, transfer and registration of its Shares in uncertificated form, including electronic processes for corporate actions, as required by the uncertificated securities market regime. A member shall only be entitled to a share certificate if the Board resolves that share certificates be issued and subject to payment of any fees which may be payable under these Articles, provided that, in respect of a Share or Shares held jointly by several persons, the Company shall not be bound to issue a certificate or certificates to each such person, and the issue and delivery of a certificate or certificates to one of the several joint holders shall be sufficient delivery to all such holders. All certificates for Shares shall be delivered personally or sent through the post addressed to the member entitled thereto at his registered address as appearing in the Register. |
— I-7 —
| 19. | Every certificate for Shares, warrants or debentures or representing any other form of securities of the Company shall be issued under the Seal of the Company, which for this purpose may be a duplicate Seal. | |
|---|---|---|
| 21. | The Company shall not be obliged to issue certificates for Shares, warrants, debentures or other securities, and certificates shall be issued only to the extent required or permitted by the Companies Act, the Listing Rules or other applicable laws and regulations. Where certificates are issued, they shall be issued in such form and manner as the Directors may from time to time determine. | |
| 22. | 20. Every Where a share certificate is issued, every share certificate hereafter issued shall specify the number and class of Shares in respect of which it is issued and the amount paid thereon and may otherwise be in such form as the Board may from time to time prescribe. A share certificate shall relate to only one class of Shares, and where the capital of the Company includes Shares with different voting rights, the designation of each class of Shares, other than those which carry the general right to vote at general meetings, must include the words “restricted voting” or “limited voting” or “non-voting” or some other appropriate designation which is commensurate with the rights attaching to the relevant class of Shares. | |
| 23. | Shares may be issued, held and transferred in uncertificated form in accordance with applicable law and the Listing Rules. | |
| 25. | 22. If a share certificate is has been issued and is subsequently defaced, lost or destroyed, it may be replaced on payment of such fee, if any, (not exceeding, in the case of any share capital listed on a stock exchange in Hong Kong, HK$2.50 or such other sum as may from time to time be allowed or not prohibited under the Listing Rules or the ASR Code (as the case may be), and, in the case of any other capital, such sum in such currency as the Board may from time to time determine to be reasonable in the territory in which the relevant Register is situated, or such other sum as the Company may by Ordinary Resolution determine) as the Board shall from time to time determine and on such terms and conditions, if any, as to publication of notices, evidence and indemnity as the Board thinks fit and in the case of wearing out or defacement, after delivery up of the old certificate. In the case of destruction or loss, the person to whom such replacement certificate is given shall also bear and pay to the Company all costs and out-of-pocket expenses incidental to the investigation by the Company of the evidence of such destruction or loss and of such indemnity. |
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| 42. | 39. Subject to the Companies Act, all transfers of Shares shall be effected by transfer in writing in the usual or common form or in such other form as the Board may accept provided always that it shall be in such a form prescribed by the HK Stock Exchange and may be under hand only or, if the transferor or transferee is a Clearing House (or its nominee(s)), under hand or by machine imprinted signature or by such other means of execution the Listing Rules and these Articles, Shares may be transferred in such manner as the Board may approve from time to time. Notwithstanding Articles 42 and 43, transfers of Shares which are listed on the HK Stock Exchange may be effected by any method of transferring or dealing in securities permitted by the Listing Rules, the SFO and/or the USM Rules and which has been approved by the Board for such purpose. | |
|---|---|---|
| 43. | 40. The Where an instrument of transfer is used in respect of any Share, it shall be executed by or on behalf of the transferor and by or on behalf of the transferee, provided that the Board may dispense with the execution of the instrument of transfer by the transferor or the transferee or accept mechanically executed transfers in any case in which it in its absolute discretion thinks fit to do so. The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising any transfer of Shares otherwise effected in accordance with applicable law or the Listing Rules, or a renunciation of the allotment or provisional allotment of any Share by the allottee in favour of some other person. | |
| 44. | (b) | Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time stipulate, and which agreement it shall, without giving any reason therefore, be entitled in its absolute discretion to give or withhold) no Shares on the principal Register shall be removed to any branch Register nor shall Shares on any branch Register be removed to the principal Register or any other branch Register, and all removals and other documents of title registrations and record-keeping relating to or affecting the title to any share or other securities of the Company shall be lodged for registration, and be registered, in the case of any Shares on a branch Register, at the relevant Registration Office, and, in the case of any Shares on the principal Register, at the Transfer Office. Share shall be carried out in the manner and at the location required by applicable law, the Listing Rules and these Articles. |
| 45. | 42. Fully paid Shares shall be free from any restriction with respect to the right of the holder thereof to transfer such Shares (except when permitted by the HK Stock Exchange) and shall also be free from all liens. The Board however, may, in its absolute discretion, refuse to register a transfer of any Share (whether effected by an instrument of transfer or otherwise in accordance with applicable law or the Listing Rules) which is not fully paid to a person of whom it does not approve or any Share issued under any share option scheme upon which a restriction on transfer imposed thereby still subsists, and it may also refuse to register a transfer of any Share (whether fully paid up or not) to more than four joint holders or a transfer of any Shares (not being a fully paid up Share) on which the Company has a lien. | |
| 46. | 43. Where an instrument of transfer is used in respect of any Share, The the Board may also decline to recognise any instrument of transfer unless: |
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| | (b) | the instrument of transfer is lodged at the relevant Registration Office or, as the case may be, the Transfer Office accompanied by the together with, where applicable, any certificate of the Shares to which it relates, and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do);
Nothing in this Article shall preclude the registration or recognition of any transfer of Shares otherwise effected in accordance with applicable law or the Listing Rules without an instrument of transfer or share certificate. |
| --- | --- | --- |
| 49. | | 46. Upon every Where a transfer of Shares is effected by means of an instrument of transfer and a share certificate has been issued in respect of such Shares, the certificate in respect thereof held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and delivered up to the Company for cancellation and, where applicable, a new certificate shall may be issued to the transferee in respect of the Shares transferred to him as provided in Article 18, and if any of the Shares included in the certificate so given up shall be retained by the transferor a new certificate in respect thereof shall be issued to him as provided in Article 18. The Company shall retain the and/or the transferor (as the case may be) in accordance with these Articles. Where no instrument of transfer or share certificate exists or is required under applicable law or the Listing Rules, the Company may register the transfer upon such evidence as it considers sufficient. |
| 53. | | 50. If the person becoming entitled to a Share pursuant to Article 4951 shall elect to be registered himself as the holder of such Share, he shall deliver or send to the Company a notice in writing signed by him, at (unless the Board otherwise agrees) the Registration Office, stating that he so elects. If he shall elect to have his nominee registered, he shall testify his election by executing a transfer of such Share to his nominee effect such registration in such manner as is permitted by these Articles, the Listing Rules and applicable law. All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid as if the death, bankruptcy or winding-up of the Shareholder had not occurred and the notice or transfer were a transfer executed by such Shareholder. |
| 65. | | Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company (including Shares held or deposited in the CCASS for sale on the HK Stock Exchange), be cancelled immediately or held as Treasury Shares in accordance with the Companies Act. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled. |
| 66. | | No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share. |
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| 67. | The Company shall be entered in the Register as the holder of the Treasury Shares provided that: | |
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| (a) | the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and | |
| (b) | a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Companies Act, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares. | |
| 68. | Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors. Subject to the Companies Act, these Articles, the Listing Rules, and any other rules and regulations of any competent regulatory authority, the Board may by a resolution of the Directors at any time: (a) cancel any one or more Treasury Shares; or (b) transfer any one or more Treasury Shares to any person, whether or not for valuable consideration (including at a discount to the nominal or par value of such shares). | |
| 69. | 62.-The Company shall hold a general meeting as its annual general meeting in each addition to any other meeting in that year and shall specify the meeting as such in the notice calling it in each financial year during the Relevant Period. The Company shall hold the annual general meeting within six months after the end of its financial year. The annual general meeting shall be held in the Relevant Territory or elsewhere as may be determined by the Board and at such time and place as the Board shall appoint. | |
| 70. | The Board may, at its absolute discretion, arrange for persons entitled to attend a general meeting to do so by either one or both of the following: (i) physical attendance at a location (the “Meeting Location”) or locations (the “Meeting Locations”) as determined by the Board in its absolute discretion and (ii) virtual attendance by means of Communication Facilities as determined by the Board in its absolute discretion. Without prejudice to any other provision of these Articles, any Shareholder or any proxy physically attending in any such way and any Shareholder or any proxy virtually attending in any Virtual Meeting or any Hybrid Meeting in any such way is deemed to be present at and shall be counted in the quorum of the meeting. |
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| 71. | All general meetings are subject to the following: | |
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| (a) | where all the Shareholders or their proxies physically attend at more than one Meeting Location, the meeting shall be treated as having commenced if it has commenced at the Principal Meeting Place; | |
| (b) | in the case of a Hybrid Meeting, the meeting shall be treated as having commenced if it has commenced at the Meeting Location or, if there is more than one Meeting Location, the Principal Meeting Place; | |
| (c) | in the case of a Virtual Meeting, the meeting shall be treated as having commenced if it has commenced at the place where the chairman of such meeting is physically present; | |
| (d) | Shareholders present in person or by proxy at a Meeting Location and/or Shareholders or their proxies virtually attending any Virtual Meeting or Hybrid Meeting by means of Communication Facilities shall be counted in the quorum for and entitled to vote at the meeting in question, and that meeting shall be duly constituted and its proceedings valid provided that, where applicable, the chairman of the meeting is satisfied that adequate Communication Facilities are available throughout the meeting to ensure that Shareholders attending and participating at a meeting by means of Communication Facilities are able to participate in the business for which the meeting has been convened; | |
| (e) | subject to Article 73, where Shareholders (and any of their proxies) attend a meeting by being present at one of the Meeting Locations and/or where Shareholders (and any of their proxies) virtually attend any Virtual Meeting or Hybrid Meeting by means of Communication Facilities, a failure (for any reason) of the Communication Facilities or communication equipment, or any other failure in the arrangements for enabling those in a Meeting Location other than the Principal Meeting Place to participate in the business for which the meeting has been convened or in the case of a Virtual Meeting or a Hybrid Meeting, the inability of one or more Shareholders or proxies to access, or continue to access, the Communication Facilities despite adequate Communication Facilities having been made available by the Company, shall not affect the validity of the meeting or the resolutions passed, or any business conducted there or any action taken pursuant to such business provided that there is a quorum present throughout the meeting; | |
| (f) | if there is more than one Meeting Location, the provisions of these Articles concerning the service and giving of notice for the meeting, and the time for lodging proxies, shall apply by reference to the Principal Meeting Place; and | |
| (g) | in the case of a Virtual Meeting or (unless Article 71(f) applies) a Hybrid Meeting, the time for lodging proxies shall be as stated in the notice for the meeting. |
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| 72. | The Board and, at any general meeting, the chairman of the meeting may from time to time make arrangements for managing attendance and/or participation and/or voting at a Physical Meeting and/or at any Meeting Location(s) and/or participation in a Virtual Meeting or a Hybrid Meeting by means of Communication Facilities (whether involving the issue of tickets or some other means of identification, passcode, seat reservation, electronic voting or otherwise) as it shall in its absolute discretion consider appropriate, and may from time to time change any such arrangements provided that a member who, pursuant to such arrangements, is not entitled to attend, in person or by proxy, at any Meeting Location shall be entitled so to attend at one of the other Meeting Locations or a Virtual Meeting or a Hybrid Meeting by means of Communication Facilities; and the entitlement of any member so to attend the meeting or adjourned meeting or postponed meeting at such place or in such mode or manner shall be subject to any such arrangement as may be for the time being in force and by the notice of meeting or adjourned meeting or postponed meeting stated to apply to the meeting. Any member or proxy attending and participating in such way (whether by attending and participating in a Physical Meeting, or a Virtual Meeting or a Hybrid Meeting by means of Communication Facilities) is deemed to be present at and shall be counted in the quorum of the meeting. |
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| 73. | If it appears to the chairman of the general meeting that: (a) the Communication Facilities at the Principal Meeting Place or at any other Meeting Location at which the meeting may be attended have become inadequate for the purposes of conducting the meeting or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting; (b) in the case of a Virtual Meeting or a Hybrid Meeting, the Communication Facilities being made available by the Company have become inadequate or are otherwise not sufficient to allow the meeting to be conducted substantially in accordance with the provisions set out in the notice of the meeting pursuant to these Articles; (c) it is not possible to ascertain the view of those present or to give all persons entitled to do so a reasonable opportunity to communicate and/or vote at the meeting; or (d) there is violence or the threat of violence, unruly behaviour or other disruption occurring at the meeting or it is not possible to secure the proper and orderly conduct of the meeting. then in each case without prejudice to any other power which the chairman of the meeting may have under these Articles or at common law, the chairman may, at their absolute discretion, without the consent of the meeting, and before or after the meeting has started and irrespective of whether a quorum is present, interrupt or adjourn the meeting (including adjournment for an indefinite period). All business conducted at the meeting up to the time of such adjournment shall be valid. |
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| 74. | The Board and, at any general meeting, the chairman of the meeting may make any arrangement, determine and/or implement any requirements, procedures or measures which the Board or the chairman of the meeting, as the case may be, considers appropriate to ensure the security and facilitate the orderly and effective conduct of a meeting (including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, and determining the number and frequency of and the time allowed for questions that may be raised at a meeting). Shareholders shall also comply with all requirements imposed by the owner of the premises at which the meeting is held. Any decision made under this Article shall be final and conclusive and a person who refuses to comply with any such arrangements or requirements may be refused entry to the meeting or ejected (physically or electronically) from the meeting. |
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| 75. | If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors, in their absolute discretion, consider that it is inappropriate, impracticable, unreasonable or undesirable for any reason to hold the general meeting on the date or at the time or place or by means of Communication Facilities specified in the notice calling the meeting, they may change or postpone the meeting to another date, time and/or place and/or change the Communication Facilities and/or change the form of the meeting (a Physical Meeting, a Virtual Meeting or a Hybrid Meeting) without approval from the Shareholders. Without prejudice to the generality of the foregoing, the Directors shall have the power to provide in every notice calling a general meeting the circumstances in which a postponement of the relevant general meeting may occur automatically without further notice, including without limitation where a number 8 or higher typhoon signal, black rainstorm warning or other similar event is in force at any time on the day of the meeting. This Article shall be subject to the following: | |
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| (a) | when a meeting is so postponed, the Company shall endeavour to post a notice of such postponement on the Company’s website as soon as practicable (provided that failure to post such a notice shall not affect the automatic postponement of a meeting); | |
| (b) | when only the form of the meeting or Communication Facilities specified in the notice are changed, the Board shall notify the Shareholders of details of such change in such manner as the Board may determine; | |
| (c) | when a meeting is postponed or changed in accordance with this Article, unless already specified in the original notice of the meeting, the Board shall fix the date, time, place (if applicable) and Communication Facilities (if applicable) for the postponed or changed meeting and shall notify the Shareholders of such details in such manner as the Board may determine; further all proxy forms shall be valid (unless revoked or replaced by a new proxy) if they are received as required by these Articles not less than 48 hours before the time of the postponed meeting; and | |
| (d) | notice of the business to be transacted at the postponed or changed meeting shall not be required, nor shall any accompanying documents be required to be recirculated, provided that the business to be transacted at the postponed or changed meeting is the same as that set out in the original notice of general meeting circulated to the Shareholders. | |
| 76. | All persons seeking to attend and participate in a Virtual Meeting or a Hybrid Meeting shall be responsible for maintaining adequate facilities to enable them to do so. Subject to Article 73, any inability of a person or persons to attend or participate in a general meeting by way of Communication Facilities shall not invalidate the proceedings of and/or resolutions passed at that meeting. |
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| 77. | Without prejudice to Articles 70 to 76, a meeting of the Shareholders or any class thereof may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence at such meetings. | |
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| 78. | 63.—All general meetings other than annual general meetings shall be called extraordinary general meetings. All general meetings (including an annual general meeting or any adjourned meeting) may be held as a Physical Meeting in any part of the world and at one or more locations as provided in Article 70, as a Hybrid Meeting or as a Virtual Meeting, as may be determined by the Board. | |
| 79. | 64.—The Board may, whenever it thinks fit, convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on the requisition of one or more Shareholders holding, at the date of deposit of the requisition, not less than one tenth of the voting rights, on a one vote per share basis, in the issued share capital of the Company (excluding Treasury Shares), having the right of voting at general meetings. Such requisition shall be made in writing to the Board or the Secretary for the purpose of requiring an extraordinary general meeting to be called by the Board for the transaction of any business specified in such requisition. Such meeting shall be held within two Months after the deposit of such requisition. If within 21 days of such deposit, the Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company. The requisitionist(s) may add resolutions to the agenda of a general meeting requisitioned under this Article. |
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| 80. | 65. An annual general meeting of the Company shall be called by at least 21 days' notice in writing, and a general meeting of the Company, other than an annual general meeting, shall be called by at least 14 days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify (i) the place, the day, the hourtime, date and the agenda of the meeting and, (ii) save for a Virtual Meeting, the place of the meeting and if there is more than one Meeting Location as determined by the Board pursuant to Article 70, the principal place of the meeting (such principal place of the meeting being the "Principal Meeting Place"), (iii) if the general meeting is to be a Hybrid Meeting or a Virtual Meeting, the notice shall include a statement to that effect and with details of the Communication Facilities for attendance and participation by electronic means at the meeting or where such details will be made available by the Company prior to the meeting, and (iv) particulars of the resolutions to be considered at that meeting and in case of special business (as defined in Article 6782), the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company, provided that a meeting of the Company shall notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it can be demonstrated to the HK Stock Exchange that reasonable written notice can be given in less time, and if it is so agreed: |
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| 84. | 69. If within 15 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week and at such time and place (where applicable) as shall be decided by the Board, and if at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting, the Shareholder or the Shareholders present in person (or, in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and entitled to vote shall be a quorum and may transact the business for which the meeting was called. |
| 86. | The chairman of a general meeting (be it a Physical Meeting, a Hybrid Meeting or a Virtual Meeting) may attend, preside as chair at, and conduct proceedings of, such meeting by means of Communication Facilities, in which event, (a) the chairman shall be deemed to be present at the meeting; and (b) if the Communication Facilities are interrupted or fail for any reason to enable the chairman to hear and be heard by all other persons attending and participating at the meeting, then the other Directors present at the meeting shall choose another Director present to act as chairman of the meeting for the remainder of the meeting unless and until the original chairman of the meeting is able to participate in the meeting using Communication Facilities. |
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| 87. | 71. The Subject to Article 73, the chairman of the meeting may, with the consent of any general meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn any meeting from time to time (or indefinitely) and from place to place and from one form to another (such as a Physical Meeting, a Hybrid Meeting or a Virtual Meeting) as the meeting shall determine. Whenever a meeting is adjourned for 14 days or more, at least seven clear days’ notice, specifying the place, the day and the hour of the adjourned meeting details set out in Article 80 shall be given in the same manner as in the case of an original meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting. Save as aforesaid, no notice of an adjournment or of the business to be transacted at any adjourned meeting needs to be given nor shall any Shareholder be entitled to any such notice. No business shall be transacted at an adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. |
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| 90. | 74. A poll shall be taken in such manner (including the use of ballot or voting papers or tickets or other electronic means) and at such time and place as the chairman of the meeting directs. No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was required or demanded. In the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 7288, the demand for a poll may be withdrawn, with the consent of the chairman of the meeting, at any time before the close of the meeting at which the poll was demanded or the taking of the poll, whichever is the earlier. |
| 95. | 79. Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of Shares, at any general meeting (a) every Shareholder present in person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall have the right to speak, (b) one vote for every Share of which they are the holder which is fully paid or credited as fully paid (but so that no amount paid or credited as paid on a Share in advance of calls or instalments shall be treated for the purposes of this Article as paid on the Share), and on a show of hands, every Shareholder present in such manner person (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy shall (save as provided otherwise in this Article) shall have one vote, and (c) on a poll every Shareholder present in such manner shall have one vote for each share registered in his name in the register. On a poll a Shareholder entitled to more than one vote need not use all his their votes or cast all his their votes in the same way. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Shareholder which is a Clearing House (or its nominee(s)), each such proxy shall have one vote on a show of hands and on a poll, each such proxy is under no obligation to cast all his votes in the same way. |
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| 96. | Shareholders shall have the right to: | |
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| (a) | speak at general meetings of the Company; and | |
| (b) | vote at a general meeting except where a Shareholder is required, by the Listing Rules, to abstain from voting to approve the matter under consideration. | |
| 103. | 85.-Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder of the Company. On a poll or a show of hands votes may be given either personally (or, in the case of a Shareholder being a corporation, by its duly authorised representative) or by proxy. A proxy so appointed shall have the same right as the member to speak at the meeting. shall be entitled to exercise the same powers on behalf of a Shareholder who is an individual and for whom they act as proxy as such Shareholder could exercise. In addition, a proxy shall be entitled to exercise the same powers on behalf of a Shareholder which is a corporation and for which they act as proxy as such Shareholder could exercise if it were an individual Shareholder. | |
| 105. | 87.-The instrument appointing a proxy shall be in writing and if the Board in its absolute discretion determines, may be contained in an electronic communication, and: (i) if in writing but not contained in an electronic communication, under the hand of the appointor or of his their attorney or other person duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised: to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts; or (ii) in the case of an appointment contained in an electronic communication, submitted by or on behalf of the appointor, subject to such terms and conditions and authenticated in such manner as the Board may in its absolute discretion determine. |
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| 106. | (a) | The Company may, at its absolute discretion, provide an electronic address for the receipt of any document or information relating to proxies for a general meeting (including any instrument of proxy or invitation to appoint a proxy, any document necessary to show the validity of, or otherwise relating to, an appointment of proxy (whether or not required under these Articles) and notice of termination of the authority of a proxy). If such an electronic address is provided, the Company shall be deemed to have agreed that any such document or information (relating to proxies as aforesaid) may be sent by electronic means to that address, subject as hereafter provided and subject to any other limitations or conditions specified by the Company when providing the address. Without limitation, the Company may from time to time determine that any such electronic address may be used generally for such matters or specifically for particular meetings or purposes and, if so, the Company may provide different electronic addresses for different purposes. The Company may also impose any conditions on the transmission of and its receipt of such electronic communications including, for the avoidance of doubt, imposing any security or encryption arrangements as may be specified by the Company. If any document or information referred to in this Article is sent to the Company by electronic means, such document or information is not treated as validly delivered to or deposited with the Company if the same is not received by the Company at its designated electronic address provided in accordance with this Article or if no electronic address is so designated by the Company for the receipt of such document or information. |
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| (b) | 88:-The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) or in such other manner (including by electronic means) as is specified in or by way of a note to or in any document accompanying the notice of meeting or in any notice of any adjournment or postponement or, in either case, in any document sent therewith or, if the Company has provided an electronic address in accordance with paragraph (a) above of this Article 106, shall be received at the electronic address so specified, in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid and the appointee under such instrument of proxy shall not be entitled to vote in respect of the Shares in question, provided always that (i) the Chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of written confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company; and (ii) the Board may decide, either generally or in any particular case, to treat a proxy appointment as valid notwithstanding that the appointment or any of the information required under these Articles has not been received in accordance with the requirements of these Articles. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 Months from such date. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked. | |
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| 110 | (b) | Where a Shareholder is a Clearing House (or its nominee(s)), it may (subject to Article 93111) authorise such person or persons as it thinks fit to act as its proxy, proxies, representative or representatives at any meeting of the Company or at any meeting of any class of Shareholders, or at any meeting of the creditors of the Company, provided that if more than one person is so authorised, the instrument appointing a proxy or authorisation shall specify the number and class of Shares in respect of which each such representative is so authorised. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) which he represents as that Clearing House (or its nominee(s)) could exercise as if such person were an individual Shareholder, including the right to speak and vote. |
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| 178 | (a) | (i) (B) the Board, after determining the basis of allotment, shall give not less than 14 clear days’ notice in writing to the Shareholders of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and (where applicable) the place at which and/or the manner and means (including electronic means if the Board deems fit) by which and the latest date and time by which duly completed forms of election must be lodged in order to be effective; |
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| 185. | 167.-Unless otherwise directed by the Board, any Dividend or other moneys payable or bonuses, rights or other distributions in respect of any Share may be paid or satisfied by wire transfer of electronic funds (on such terms and, or conditions as the Directors may determine) to the holder(s) of Shares or in case of joint holders, to the person whose name stands first in the Register in respect of the joint holding or to such person as the holder or joint holders may in writing direct, or by cheque or warrant or certificate or other documents or evidence of title sent through the post to the registered address of the Shareholder entitled, or, in the case of joint holders, to the registered address of that one whose name stands first in the Register in respect of the joint holding or to such person and to such address as the holder or joint holders may in writing direct. Every cheque, warrant, wire transfer, certificate or other document or evidence of title so sent shall be made payable to the order of the person to whom it is sent or, in the case of certificates or other documents or evidence of title as aforesaid, in favour of the Shareholder(s) entitled thereto, and the payment on any such cheque or, warrant or wire transfer by the banker upon whom it is drawn shall operate as a good discharge to the Company in respect of the Dividend and/or other moneys represented thereby, notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Every such cheque, warrant, wire transfer, certificate or other document or evidence of title as aforesaid shall be sent at the risk of the person entitled to the Dividend, money, bonus, rights and other distributions represented thereby. | |
| 190 | 172.-The Board shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipts and expenditure take place; and of the assets and liabilities of the Company and of all other matters required by the Companies Act necessary to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions. The financial year of the Company shall end on 31 December of each year or such other date as the Directors may determine. | |
| 191. | 173.-The books of account shall be kept at the Head Office or at such other place or places (including a virtual place) and/or in any manner and by any means (including electronic means) as the Board thinks fit and shall always be open to the inspection of the Directors. |
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| 193. | (b) | Subject to paragraph (c) below, every balance sheet of the Company shall be signed on behalf of the Board by two of the Directors and a copy of every balance sheet (including every document required by law to be comprised therein or annexed thereto) and profit and loss account which is to be laid before the Company at its annual general meeting, together with a copy of the Directors’ report and a copy of the Auditors’ report thereon, shall, not less than 21 days before the date of the meeting be delivered or sent by postin accordance with Article 198(b) together with the notice of annual general meeting to every Shareholder and every Debenture Holder of the Company and every other person entitled to receive notices of general meetings of the Company under the provisions of these Articles, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any Shares or Debentures, but any Shareholder or Debenture Holder to whom a copy of those documents has not been sent shall be entitled to receive a copy free of charge on application at the Head Office or the Registration Office. If all or any of the Shares or Debentures or other securities of the Company shall for the time being be (with the consent of the Company) listed or dealt in on any stock exchange or market, there shall be forwarded to such stock exchange or market such number of copies of such documents as may for the time being be required under its regulations or practice. |
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| 194. | (a) | 176. (a) The Company shall at each annual general meeting by Ordinary Resolution appoint one or more firms of Auditors to hold office until the conclusion of the next annual general meeting on such terms and with such duties as may be agreed with the Board, but if an appointment is not made, the Auditors in office shall continue in office until a successor is appointed. A Director, officer or employee of any such Director, officer or employee shall not be appointed Auditors of the Company. The remuneration of the Auditors shall be fixed by the Company at the annual general meeting at which they are appointed by Ordinary Resolution Board, the Company in general meeting, or a body that is independent of the Board, may fill any casual vacancy in the office of Auditors, but while any such vacancy continues the surviving or continuing Auditors (if any) may act. The Auditors so appointed to fill any casual vacancy shall hold office until the conclusion of the next annual general meeting. The appointment and removal of the Auditors must be approved by a majority of the Shareholders in a general meeting or by another body that is independent of the Board. The remuneration of any Auditors appointed by the Company may be fixed by Ordinary Resolution passed at a general meeting or in a manner specified in such resolution, or by a body that is independent of the Board. The remuneration of any Auditors appointed by the Board to fill any casual vacancy under this Article may be fixed by the Board. |
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| (b) | The Shareholders may, at any general meeting convened and held in accordance with these Articles, remove the Auditors by Ordinary Resolution at any time before the expiration of the term of office and shall, by Ordinary Resolution, at that meeting appoint new auditors in its place for the remainder of the term. A body that is independent of the Board may also remove the Auditors by a simple majority vote before the expiration of the term of office and shall by a simple majority vote appoint new auditors in its place for the remainder of the term. | |
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| 198. | (b) | Except where otherwise expressly stated, any notice or document to be given to or by any person pursuant to these Articles (including any corporate communications within the meaning ascribed thereto under the Listing RulesCorporate Communications) may be served on or delivered to any Shareholder either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such Shareholder at his registered address as appearing in the registerRegister or by leaving it at that address addressed to the Shareholder or by any other means authorised in writing by the Shareholder concerned or (other than share certificate) by publishing it by way of advertisement in the Newspapers. In case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the registerRegister and notice so given shall be sufficient notice to all the joint holders. Without limiting the generality of the foregoing but subject to the applicable laws (including the Companies Act and the Listing Rules), a notice or document may be served or delivered by the Company to any Shareholder by electronic means to such address as may from time to time be authorised by the Shareholder concerned or by publishing it on a websiteboth the Company’s and the HK Stock Exchange’s websites and notifying the Shareholder concerned that it has been so published. |
| (c) | Any such notice or document may be served or delivered by the Company by reference to the registerRegister as it stands at any time not more than fifteen days before the date of service or delivery. No change in the registerRegister after that time shall invalidate that service or delivery. Where any notice or document is served or delivered to any person in respect of a share in accordance with these Articles, no person deriving any title or interest in that share shall be entitled to any further service or delivery of that notice or document. | |
| 199. | (a) | Any Shareholder whose registered address is outside the Relevant Territory may notify the Company in writing of (i) an address in the Relevant Territory which for the purpose of service of notice shall be deemed to be histheir registered address or (ii) an electronic address for the purpose of service of notice. Where the registered address of the Shareholder is outside the Relevant Territory, notice, (i) if given through the post to the registered address which is outside the Relevant Territory, shall be sent by prepaid airmail letter where available, or (ii) if served by electronic means, shall be sent in accordance with Article 198(b). |
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| (b) | Any Shareholder who fails (and, where a Share is held by joint holders, where the first joint holder named on the registerRegister fails) to supply his registered address, in the case of electronic communications, fails to supply their electronic address or a correct registered and functional electronic address, to the Company for service of notices and documents on himsuch Shareholder shall not (and where a Share is held by joint holders, none of the other joint holders whether or not they have supplied a registered address shall) be entitled to service of any notice or documents by the Company and any notice or document which is otherwise required to be served on himsuch Shareholder may, if the Board in its absolute discretion so elects (and subject to them re-electing otherwise from time to time), be served, in the case of notices, by displaying a copy of such notice conspicuously at the Registered Office and the Head Office or, if the Board sees fit, by advertisement in the Newspapers, and, in the case of documents, by posting up a notice conspicuously at the Registered Office and the Head Office addressed to such Shareholder which notice shall state the address within the Relevant Territory at which he such Shareholder may obtain a copy of the relevant document, or by displaying or otherwise making available the relevant notice or document on the Company's website and stating the address within the Relevant Territory at which such Shareholder may obtain a copy of the notice or the document. Any notice or document served in the manner so described which shall be sufficient service as regards Shareholders with no registered or incorrect addresses, or in the case of electronic communications, no or an incorrect or a non-functional electronic address, provided that nothing in this paragraph (b) shall be construed as requiring the Company to serve any notice or document on any Shareholder with no or an incorrect registered address for the service of notice or document on him or on any Shareholder other than the first named on the register of members of the CompanyRegister. | |
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| (c) | If on three consecutive occasions notices or other documents have been sent through the post to any Shareholder (or, in the case of joint holders of a share, the first holder named on the registerRegister) at histhe registered address of such Shareholder or by electronic means to the electronic address of such Shareholder but have been returned undelivered, such Shareholder (and, in the case of joint holders of a Share, all other joint holders of the share) shall not thereafter be entitled to receive or be served (save as the Board may elect otherwise pursuant to paragraph (b) of this Article) and shall be deemed to have waived the service of notices and other documents from the Company until he such Shareholder shall have communicated with the Company and supplied in writing a new registered address or a new electronic address for the service of notices on him such Shareholder. | |
| (d) | Notwithstanding any election by a Shareholder from time to time to receive any notice or document through electronic means, such Shareholder may, at any time, require the Company to send to such Shareholder, in addition to an electronic copy thereof, a printed copy of any notice or document which such Shareholder is entitled to receive in such person's capacity as a Shareholder. |
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| 200. | 182. Any notice or other document, including any Corporate Communication and any Actionable Corporate Communication, if sent by mail, postage prepaid, shall be deemed to have been served or delivered on the day following that on which the letter, envelope, or wrapper containing the same is put into the post. In proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice or document was properly addressed and put into the post as prepaid mail. Any notice or document not sent by post but left by the Company at a registered address shall be deemed to have been served or delivered on the day it was so left. Any notice or document, if sent by electronic means (including through any relevant system), shall be deemed to have been given on the day following that on which the electronic communication was sent by or on behalf of the Company. Any notice or document served or delivered by the Company by any other means authorised in writing by the Shareholder concerned shall be deemed to have been served when the Company has carried out the action it has been authorised to take for that purpose. Any notice or other document published by way of advertisement or on a website (to the extent permitted by applicable laws) shall be deemed to have been served or delivered on the day it was so published. Any notice or other document published on a website or websites (other than pursuant to Article 199(b)) shall be deemed to have been served or delivered on the date that the Shareholder concerned is notified that it has been so published. | |
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| 201. | 183. A notice or document may be given by the Company to the person entitled to a Share in consequence of the death, mental disorder, bankruptcy or liquidation of a Shareholder by sending it via electronic means or through the post in a prepaid envelope or wrapper addressed to him them by name, or by the title of representative of the deceased, the trustee of the bankrupt or the liquidator of the Shareholder, or by any like description, at the electronic or postal address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an electronic or postal address has been so supplied) by giving the notice or document in any manner in which the same might have been given if the death, metatmental disorder, bankruptcy or winding up had not occurred. | |
| 202. | 184. Any person who by operation of law, transfer or other means whatsoever shall become entitled to any Share shall be bound by every notice in respect of such shareShare which prior to his name and address being entered on the registerRegister shall have been duly served to the person from whom he derives his title to such shareShare. |
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| 203. | 185. Any notice or document delivered or sent by post to or by electronic communications to any Shareholder, or published on both the Company's website and the website of the HK Stock Exchange where a notice of such publication has been sent by post or by electronic communications to any Shareholder, or left at the registered address of any Shareholder in pursuance of these Articles, shall notwithstanding that such Shareholder be then deceased, bankrupt or wound up and whether or not the Company has notice of his death, bankruptcy or winding up, be deemed to have duly served in respect of any registered Shares whether held solely or jointly with other persons by such Shareholder until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on his personal representatives and all persons (if any) jointly interested with him in any such Shares. |
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| 206. | 188. Subject to the Companies Act, a resolution that the Company be wound up by the Court or be wound up voluntarily shall be passed by way of a Special Resolution, and for this purpose the voting rights attached to any Treasury Shares shall be excluded. If the Company shall be wound up the liquidator shall apply the assets of the Company in such manner and order as they think fit in satisfaction of creditors' claims. The Directors shall have no authority to present a winding up petition on behalf of the Company without the sanction of a resolution passed by the Company in general meeting. |
| 189. | If the Company shall be wound up, the surplus assets remaining after payment to all creditors shall be divided among the Shareholders in proportion to the capital paid up on the Shares held by them respectively, and if such surplus assets shall be insufficient to repay the whole of the paid up capital, they shall be distributed, subject to the rights of any Shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the Shareholders in proportion to the capital paid on the Shares held by them respectively. |
| 207. | 190. If the Company shall be wound up (in whatever manner) the liquidator may, with the sanction of a Specialist Ordinary Resolution and any other sanction required by the Companies Act, divide among amongst the Shareholders in specie or kind the whole or any part of the assets of the Company (whether the asset they shall consist of property of one the same kind or shall consist of properties of different kinds and the liquidator not) and may, for such purpose, set such value as he deems they deem fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders and the Shareholders within each class or different Classes. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of Shareholders as the liquidator, with the like sanction, shall think fit, but so that no Shareholder shall be compelled to accept any Shares or other assets upon which there is a liability. |
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APPENDIX
PROPOSED AMENDMENTS TO
THE EXISTING ARTICLES OF ASSOCIATION
| 209. | 192. The Company may exercise the power to cease sending cheques or warrants for Dividend entitlements or Dividend warrants by post if such cheques or warrants remain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered. |
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As a result of the proposed new articles and/or deleted articles above, the numbering and cross-referencing of provisions and the corresponding margin notes of the 58New22 Articles of Association shall be adjusted accordingly.
The Proposed Amendments are prepared in the English language. The Chinese translation of each of the Proposed Amendments and the 58New22 Memorandum and Articles of Association is for reference only. In case there are any inconsistencies between the English version and the Chinese version, the English version shall prevail.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
维港环保
WEIGANG ENVIRONMENT
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the “EGM”) of Weigang Environmental Technology Holding Group Limited (the “Company”) will be held at 14/F, Block A4, No. 181 Science Boulevard, Guangzhou, Guangdong Province, China on Tuesday, 2 June 2026 at 2:30 p.m., or any adjournment thereof, to consider and, if thought fit, pass the following resolution as a special resolution:
SPECIAL RESOLUTION
- “THAT:
(a) the amendments (the “Proposed Amendments”) proposed to be made to the second amended and restated memorandum and articles of association of the Company currently in force (the “Existing Articles of Association”) as detailed in the appendix to the circular of the Company dated 15 May 2026 be and are hereby approved;
(b) the third amended and restated memorandum and articles of association of the Company (the “New Articles of Association”) incorporating the Proposed Amendments, a copy of which has been produced to the EGM, marked “A” and initialled by the chairman of the EGM for identification purposes, be and is hereby approved and adopted as the memorandum and articles of association of the Company in substitution for, and to the exclusion of, the Existing Articles of Association with immediate effect; and
(c) any one director of the Company or the company secretary of the Company be and is hereby authorised to do all such acts as he/she deems fit to effect the adoption of the New Articles of Association and to make relevant registrations and filings in accordance with the relevant requirements of the applicable laws, rules and regulations in the Cayman Islands and Hong Kong.”
By Order of the Board
Weigang Environmental Technology Holding Group Limited
CAI Zhuhua
Chairman
Hong Kong, 15 May 2026
— EGM-1 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notes:
(1) For the purpose of determining the identity of the shareholders entitled to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 28 May 2026 to Tuesday, 2 June 2026, both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 17, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 27 May 2026. The record date will be on Tuesday, 2 June 2026.
(2) A member of the Company entitled to attend and vote at the EGM is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.
(3) In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.
(4) In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited at Level 17, Far East Finance Centre, 16 Harcourt Road, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding the EGM.
(5) Any voting at the EGM shall be taken by poll.
(6) As at the date of this notice, the Board comprises Mr. CAI Zhuhua, Mr. DONG Honghui and Mr. LI Kaiyan as executive Directors; and Mr. CHI Weijun, Mr. XIAO Hui and Ms. XIAO Jingui as independent non-executive Directors.
— EGM-2 —