Chu Kong Shipping Enterprises (Group) Company Limited (“Chu Kong Shipping Enterprises (Group)” or “the Company”, formerly Chu Kong Shipping Development Company Limited) has adopted a comprehensive new set of Articles of Association by special resolution passed on 29 May 2026. The updated constitutional document replaces the previous memorandum and articles first adopted at incorporation in 1996 and last amended in 2012, when the Company assumed its current name.
Key provisions of the revised Articles are summarised below:
1. Governance Framework • The statutory “Model Articles” for Hong Kong public companies will no longer apply; the Company operates under its bespoke Articles. • The Board must consist of at least two directors; directors need not hold qualification shares. • One-third of directors (or the nearest number thereto) will retire by rotation at each annual general meeting and are eligible for re-election. • Directors’ fees, extra remuneration for executive duties and expense reimbursement remain subject to Board determination. • Directors are permitted to hold concurrent offices or transact with the Company, subject to disclosure of material interests and abstention from voting where required.
2. Enhanced Meeting Flexibility • General meetings may be held (i) at one or more physical venues, (ii) entirely via virtual technology, or (iii) in hybrid format. • Quorum, voting, and procedural rules explicitly recognise electronic participation, with members able to listen, speak and vote through approved virtual platforms. • Members may appoint multiple proxies and may cast votes electronically where enabled.
3. Electronic Communications • Corporate communications—including notices, proxy forms and financial documents—can be delivered in hard copy, by electronic means or by publication on the Company’s website, subject to member consent and Listing Rules requirements. • Members may revoke or amend their communication preferences at any time.
4. Capital Management • Shares may be issued with varied rights, including redemption features. • The Board is authorised to issue warrants, options or convertible securities and to effect share repurchases, redemptions or capital reductions in accordance with Hong Kong statutes and stock-exchange rules. • Dividends may be paid in cash or satisfied through scrip issues, with detailed procedures for election, allotment and capitalisation of reserves.
5. Shareholder Protections and Processes • The Articles clarify lien, forfeiture, transfer and transmission procedures, including electronic register maintenance and limits on joint holders. • Unclaimed dividends outstanding for six years revert to the Company. • Shares of untraceable members may be sold after 12 years of returned or uncashed dividend payments, following prescribed notice and newspaper advertisement.
6. Board Powers and Borrowing Authority • The Board retains broad authority to manage the Company, delegate powers, create committees and issue powers of attorney. • Directors may raise or secure funds through debt instruments, mortgages or charges over Company assets and uncalled capital.
7. Indemnification and Insurance • Directors, officers and auditors are entitled to be indemnified against liabilities incurred in the execution of their duties, to the extent permitted by law. The Company may purchase and maintain insurance for this purpose.
8. Winding-Up Provisions • On liquidation, assets may be distributed in specie among members or vested in trustees, subject to special resolution.
The revised Articles aim to modernise corporate governance, align with Hong Kong’s Companies Ordinance (Cap. 622) and Listing Rules, and provide operational flexibility—particularly through explicit recognition of virtual shareholder participation and electronic communication.