Best Pacific International Holdings Limited (“Best Pacific”) has approved a comprehensive overhaul of its corporate constitution. A special resolution passed on 9 June 2026 confirmed the adoption of the company’s Third Amended and Restated Memorandum and Articles of Association (M&A).
Key highlights are as follows:
1. Capital Structure • Authorised share capital is set at HK$500.00 million, divided into 50.00 billion shares with a nominal value of HK$0.01 each. • The Board is empowered to issue, allot, repurchase or redeem shares (including holding them as treasury shares) and to provide financial assistance for share purchases, subject to Cayman Islands law and relevant stock-exchange rules.
2. Board Composition and Governance • The Board must consist of at least two directors; no maximum number is stipulated. • One-third of directors (or the nearest whole number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors may be removed by ordinary resolution at any general meeting, and vacancies can be filled by shareholder vote or Board appointment until the next AGM. • Meetings can be held physically, as hybrid sessions or entirely electronically, with a quorum of two directors.
3. Shareholder Meetings • The company must hold an annual general meeting within six months after each financial year-end. • Extraordinary general meetings may be requisitioned by shareholders holding at least 10% of total voting rights. • Notices can be distributed physically or electronically; actionable corporate communications must be sent individually and posted on the company’s or the stock exchange’s website.
4. Dividend and Reserve Policy • Dividends may be declared out of realised or unrealised profits, share premium or other distributable reserves. • Interim dividends can be paid if justified by profits. • A scrip dividend alternative is permitted, allowing shareholders to elect shares in lieu of cash.
5. Indemnities • Directors, officers and auditors are indemnified against liabilities incurred in the execution of their duties, except in cases involving fraud or dishonesty.
6. Other Provisions • The company may continue in another jurisdiction subject to Cayman Islands law. • Meetings of members require a quorum of two, and voting is by poll unless the chairman considers a procedural matter suitable for a show of hands. • The Articles codify modern communication methods, permitting electronic signatures and electronic delivery of notices.
These amendments position Best Pacific for greater corporate flexibility, enhanced shareholder engagement through electronic means, and an updated governance framework aligned with current regulatory standards.