Carry Wealth Holdings Limited (Carry Wealth, HKEX: 00643) released a consolidated version of its Memorandum of Association and Bye-laws, reflecting extensive updates formally adopted by shareholders at the 5 June 2026 annual general meeting.
Key points:
1. Capital Structure • Authorised share capital remains at HK$200 million, divided into shares of HK$0.10 each. • The company retains powers to issue redeemable preference shares and to repurchase or hold treasury shares under Bermuda law.
2. Modernised Governance Framework • All general meetings may now be held physically, as hybrid sessions or entirely electronically, with clear provisions for meeting locations, quorum (minimum two members) and electronic participation. • Annual general meetings must be convened within six months after the financial year-end; special general meetings require 14 clear days’ notice, while AGMs need 21 clear days. • Shareholders holding at least 10% of voting rights can requisition a special general meeting.
3. Board Composition & Rotation • The board must consist of at least two directors; no maximum is specified. • One-third of directors (or the nearest whole number) must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. • Directors may be removed by ordinary resolution and casual vacancies may be filled by the board until the next AGM.
4. Electronic Securities & Payments • The Bye-laws accommodate uncertificated securities and electronic transfer through systems such as Hong Kong’s upcoming Uncertificated Securities Market (USM). • Dividend distributions, proxy instructions and other corporate communications can be executed via electronic means, including website publication and electronic funds transfer, subject to regulatory compliance.
5. Dividend Policy • Dividends may be paid in cash or satisfied wholly or partly by allotment of fully paid shares via scrip dividend arrangements, subject to shareholder election. • Unclaimed dividends outstanding for six years revert to the company.
6. Director Protections • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.
7. Historical Notes • Incorporated in Bermuda on 18 September 1997 as Topwell Holdings Limited; renamed Carry Wealth Holdings Limited on 7 January 2000. • Share capital was increased from HK$100,000 to HK$200 million on 28 February 2000.
The updated constitutional documents align Carry Wealth’s governance with current regulatory standards, provide flexibility for electronic administration and strengthen shareholder rights and board accountability.