PACIFIC BASIN (002343) announced that on February 16, 2026, the Company, Caravel Group Limited ("Caravel"), and Caravel Maritime Ventures Inc. (together with Caravel, collectively referred to as the "Caravel Parties") entered into a shareholder agreement concerning Caravel's investment in the Company. Under the shareholder agreement, the Caravel Parties and the Company recognized and affirmed the Company's core values, which are as follows: ensuring that the overall strategy and decision-making direction of the Group are aimed at creating sustainable long-term growth and maximizing shareholder returns; maintaining the independent operation of the Board of Directors and the Group's management, with all decisions made based on consensus to align with the best interests of the Company and all shareholders; and the Group's commitment to promoting international trade by adopting a strategy to access the maximum number of major global markets at the lowest cost and/or restrictions, thereby enhancing long-term value for shareholders through optimized vessel utilization and consistently outperforming the market.
The shareholder agreement also established agreements on the following matters: (1) During the period when a nominee appointed by the Caravel Parties serves as a director on the Board (a Caravel Director), and for three months after such Caravel Director ceases to be a director (the Relevant Period), the total interest held by the Caravel Parties and their certain representatives (Caravel Representatives) in the Company's securities shall not exceed the higher of: 23.0% of the Company's issued shares from time to time; or the number of shares represented by the total interest in the Company's securities held by the Caravel Representatives when it first reaches 23.0%. Caravel Representatives are also prohibited from entering into any arrangements with any other person to consolidate their total shareholding interest beyond the aforementioned threshold.
(2) During the Relevant Period, Caravel Representatives (including any Caravel Director) shall not propose or support any takeover offer for the Company, or any dispute involving the appointment of representatives to the Board or management, though they may accept or vote in favor of a takeover offer made by an independent third party.
(3) If a member of the Caravel Group holds at least 10.0% of the shares, the Caravel Parties may nominate one non-executive director to join the Board; if a member of the Caravel Group holds at least 15.0% of the shares, they may nominate two non-executive directors to join the Board. Such appointments are subject to and must comply with the Company's constitutional documents and the Hong Kong Stock Exchange's Listing Rules.
The shareholder agreement establishes a framework to govern the relationship between the Company and Caravel (as a major shareholder and the largest single shareholder of the Company), aiming to support the Company's continued operation as an independent shipping company globally and to lay a foundation for constructive cooperation between the Group and Caravel. The Board believes that the terms of the shareholder agreement are fair and reasonable and in the overall interests of the Company's shareholders.