Starlite Holdings Limited (Starlite Hold, 00403) has released a consolidated version of its Memorandum of Association and Bye-laws, detailing the company’s corporate structure, capital history and updated governance provisions.

Key Highlights

1. Corporate Background • Incorporation: 3 November 1992 in Bermuda as Starlite Investment Holdings Limited; renamed Starlite Holdings Limited on 22 December 1992. • Registered status: Bermuda-incorporated exempted company with limited liability.

2. Share Capital Evolution • Original authorised share capital: HK$0.10 per share, HK$100,000 total. • 8 February 1993: Authorised capital increased from HK$0.10 million to HK$50.00 million via creation of 499 million new shares. • 25 October 1999: Authorised capital doubled to HK$100.00 million through addition of 500 million new shares. • Current authorised capital: HK$100.00 million, comprising 1 billion shares of HK$0.10 each.

3. Key Provisions on Capital Management • Board empowered to issue shares with preferred, deferred or other special rights, and to grant or issue warrants. • Company authorised to repurchase its own shares, hold treasury shares and re-issue them in accordance with Bermuda law and Listing Rules. • Flexibility to finance employee share schemes and grant share options.

4. Modernised Meeting & Communication Mechanisms • Annual general meeting must be held within six months after financial year-end (31 March) and at least once every three years each director must retire by rotation. • Shareholders may attend physical, hybrid or fully electronic meetings; electronic facilities and multiple meeting locations are expressly permitted. • All corporate communications, proxy appointments and voting instructions can be distributed or submitted electronically, aligning with Hong Kong’s uncertificated securities regime (UNSRT System) and SFC’s USM Rules.

5. Board & Governance Framework • Board size: minimum two directors; provision for managing, joint managing and executive directors. • Directors’ remuneration set by shareholders; removal possible by ordinary resolution. • Enhanced conflict-of-interest rules reflect Hong Kong Listing Rules, including restrictions on voting by interested directors and their close associates.

6. Reserve & Dividend Policies • Dividends may be declared out of distributable profits; interim dividends at directors’ discretion. • Scrip dividend alternatives and capitalisation of reserves are allowed, subject to shareholder approval and statutory limits.

7. Winding-Up & Indemnity • Liquidator may distribute assets in specie with shareholder approval. • Directors, officers and auditors are indemnified against liabilities incurred in the proper execution of their duties, save for fraud, wilful neglect or default.

8. Continuous Amendments The Bye-laws incorporate amendments approved by special resolutions passed in 1996, 2004, 2007, 2012, 2014, 2022 and 2026, underscoring Starlite Hold’s ongoing alignment with evolving regulatory and market practices.

The consolidated constitutional documents position Starlite Hold to operate with enhanced flexibility in capital management, digital shareholder engagement and corporate governance in line with Bermuda law and Hong Kong listing requirements.