Pico Far East Holdings Limited announced that shareholders passed a special resolution on 27 March 2026 to adopt a fully amended and restated Memorandum and Articles of Association.
Key highlights of the new constitutional documents are as follows:
1. Registered Office and Objects • The registered office is confirmed at Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands. • Corporate objects are expressly “unrestricted,” providing broad authority for investment, finance, real estate, and other commercial activities.
2. Authorised Share Capital • Share capital is set at HK$120.00 million, divided into 2.40 billion shares of HK$0.05 each. • The company may repurchase its own shares, hold them as treasury shares, cancel or reissue them, subject to Hong Kong Listing Rules and the Cayman Companies Act.
3. Share Issuance Flexibility • Directors may issue shares with preferred, deferred or other special rights and may create fractions of shares carrying proportional rights. • Power to issue warrants and to vary class rights with 75% approval of relevant shareholders.
4. Meetings & Electronic Governance • Annual general meetings must be held within six months of each financial year-end. • Physical, hybrid and fully electronic general meetings are expressly permitted; electronic attendance counts toward quorum. • Shareholders may receive corporate communications electronically or via the company’s website, subject to Listing Rule consent procedures.
5. Treasury Shares & Capital Management • Repurchased shares may be held in treasury, cancelled or transferred. • No dividends or distributions can be paid on treasury shares, and such shares carry no voting rights while held by the company.
6. Director Provisions • The board must comprise at least two directors; casual vacancies may be filled by the board until the next AGM. • Directors’ remuneration is set by shareholders in general meeting; special remuneration for executive roles is permitted. • Directors are indemnified out of company assets against liabilities incurred in execution of their duties.
7. Dividends & Scrip Options • Dividends may be paid in cash or satisfied wholly or partly by distributing fully-paid shares (scrip dividend) if approved by directors. • Unclaimed dividends outstanding for one year may be invested by the company; amounts unclaimed for six years revert to the company.
8. Capitalisation & Reserves • Shareholders may, on directors’ recommendation, capitalise reserves for distribution by way of paid-up shares or in paying up unpaid amounts on existing shares.
9. Financial Year-End • The financial year ends on 31 October.
The adoption of the new Memorandum and Articles modernises Pico Far East’s corporate framework, aligning it with updated Cayman Islands law, Hong Kong Listing Rules and electronic securities market requirements.