EPI (Holdings) Limited adopted a full set of new bye-laws at the Annual General Meeting on 30 June 2026, replacing the previous version and introducing wide-ranging changes to its corporate governance structure.

Key highlights

1. Modernised meeting formats • Formal recognition of physical, hybrid and fully electronic general meetings. • Shareholders may now attend, speak and vote via electronic facilities; quorum counts include virtual participants. • The board is empowered to postpone, adjourn or change the form of a meeting (physical, hybrid or electronic) if circumstances require.

2. Enhanced use of electronic communication • “Notice” broadly defined to cover electronic distribution of corporate communications, including through the company’s website and other digital platforms. • Shareholders can register electronic addresses for receiving notices and submitting proxy instructions. • Dividend election and other shareholder instructions may be transmitted electronically at the board’s discretion.

3. Share capital and treasury share provisions • Authorised share capital confirmed at HK$1.00 billion, divided into 100.00 billion shares of HK$0.01 each. • Board may repurchase shares to be held as treasury shares, subject to Listing Rules. • Detailed rules introduced for variation of class rights, lien, forfeiture and transfer of treasury shares.

4. Investor protection measures • One-share-one-vote principle retained; all shareholders granted explicit rights to speak and vote at general meetings, except where Listing Rules require abstention. • Special resolution (≥75 % approval) required for amendments to bye-laws, name change or alteration of objects. • Strengthened procedures for removing directors and appointing auditors by ordinary or extraordinary resolution, in line with Bermuda law and HKEX requirements.

5. Board and director governance • Minimum of two directors; one-third must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. • Detailed rules on director conflicts of interest, including voting restrictions for interested directors and their close associates. • Provision for appointment of managing, executive and alternate directors, plus resident representative in Bermuda where required.

6. Dividend flexibility • Board authorised to pay interim dividends, implement scrip dividend schemes, and withhold unclaimed dividends after one year (forfeiture after six years). • Subscription right reserve mechanism introduced to support warrant exercises below par value.

7. Untraceable shareholders and document retention • Company may sell shares of holders untraceable for 12 years after specified notices, with net proceeds held for eventual claim. • Clear timetable for destruction of redundant certificates, mandates and transfer instruments after statutory retention periods.

The revised bye-laws align EPI (Holdings) with current Bermuda Companies Act provisions, Hong Kong Listing Rules and market practice, providing greater flexibility for digital engagement, capital management and robust investor safeguards.