B.Duck Semk Holdings International Limited (B.DUCK SEMK, 02250) has adopted a comprehensive Amended and Restated Memorandum and Articles of Association (M&A) following a special resolution passed on 29 May 2026. The revised charter, filed under the Cayman Islands Companies Act (as revised), updates the company’s constitutional framework, governance structure and shareholder rights.
Key corporate parameters • Name and domicile: The company remains incorporated in the Cayman Islands under the name “B.Duck Semk Holdings International Limited 小黃鴨德盈控股國際有限公司.” • Registered office: Maples Corporate Services Limited, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. • Authorised share capital: US$50,000 divided into 2,000,000,000 shares of US$0.000025 par value each. • Liability: Limited to any amount unpaid on shares. • Continuation: The company retains the power to re-domicile to another jurisdiction or deregister from the Cayman Islands.
Capital structure and shareholder rights • Shares may be issued with preferred, deferred or other special rights, and may be made redeemable with shareholder approval. • The board may authorise share buy-backs and the issue of warrants, subject to Hong Kong Listing Rules. • Non-voting or restricted-voting shares must be designated accordingly. • Rights attached to any share class can be varied with consent of at least 75% in nominal value of that class.
Governance highlights • Board composition: Minimum of two directors; any board-appointed director must stand for re-election at the next AGM. Directors retire by rotation at least once every three years. • Meetings: General meetings may be physical, virtual or hybrid, with a minimum notice of 21 days for AGMs and 14 days for EGMs. Quorum is two members present. • Voting: Poll voting is the default for resolutions, with show-of-hand permitted only for purely procedural matters. • Directors with material interests (as defined by Listing Rules) must abstain from voting on related matters.
Capital management and dividends • The company can capitalise reserves for bonus issues, pay cash or scrip dividends, and with shareholder approval distribute dividends in specie. • Interim, half-yearly or special dividends may be declared if justified by profits. • Unclaimed dividends may be invested for the company’s benefit and forfeited after six years.
Other provisions • The revised M&A permits virtual execution of documents via electronic signature, formalises electronic communication with shareholders, and codifies procedures for document destruction, indemnities, mergers, consolidations and voluntary winding-up.
The updated M&A aligns B.DUCK SEMK’s constitutional documents with current regulatory requirements and provides enhanced flexibility for capital and corporate actions under Cayman Islands law and Hong Kong Listing Rules.