SUNDART HOLDINGS LIMITED (stock short name: SUNDART HLDGS, stock code: 01568) has issued its latest Company Information Sheet, dated 18 June 2026, to comply with Hong Kong Stock Exchange disclosure requirements. Key points are as follows:
1. Updated Governance Documents • “Summary of Foreign Laws and Regulations” and “Summary of Memorandum and Articles of Association” have been refreshed, both carrying a latest-version date of 1 June 2026. • The Company’s third Amended & Restated Memorandum and Articles of Association (M&A) became effective on 1 June 2026, reflecting governance changes set out below.
2. Corporate Structure and Capacity • Incorporated in the British Virgin Islands on 21 May 2001; automatically re-registered as a BVI Business Company on 1 January 2007. • Operates under the BVI Business Companies Act; enjoys full capacity to engage in any lawful business activities and to grant financial assistance for its own or parent’s share purchases. • Maintains an unlimited authorised share capital with no par value, allowing flexibility for future equity issuance. • Shares may be divided or combined without altering aggregate par value; treasury shares can be held up to 50 % of previously issued shares.
3. Shareholder Rights & Protections • Dividends/distributions require directors to certify post-payment solvency; members have recovery rights where solvency tests are not met. • Minority protections include derivative actions, unfair prejudice remedies, and dissenters’ rights on mergers, consolidations or major asset sales (>50 % of assets).
4. Board & Governance Highlights (per new Articles) • Minimum of two directors; no maximum set. • At least one-third of directors retire by rotation at each AGM; every director faces re-election at least every three years. • Directors may be removed by ordinary resolution of shareholders at any general meeting. • Directors empowered to issue shares, grant options and dispose of assets without prior shareholder approval, subject to BVI law and HKEX rules. • Annual general meeting must be held within six months after financial year-end; hybrid or fully electronic meetings are expressly permitted.
5. Capital Management & Distributions • Company may repurchase its own shares, hold treasury shares and re-issue them, subject to BVI solvency tests and a 50 % cap on treasury holdings. • Cash and scrip dividends, bonus issues and other distributions can be made, with flexibility to offer shareholders share or cash alternatives.
6. Financial Reporting & Audits • Financial statements are audited annually in accordance with generally accepted auditing standards; auditors are appointed by shareholders at the AGM. • Accounting records must enable determination of the Company’s financial position with reasonable accuracy; there is no statutory annual audit requirement in the BVI for listed companies, but HKEX rules apply.
7. Indemnities • Directors, officers and auditors are indemnified out of Company assets against liabilities incurred in the proper discharge of their duties, provided they acted honestly and in good faith and, in criminal matters, without reasonable cause to believe their conduct unlawful.
8. Commitment to Transparency • Directors affirm collective responsibility for the accuracy and completeness of the information sheet and undertake to publish an updated sheet annually alongside the Company’s annual report.
This information sheet replaces previous versions and is available on the HKEX website for investor reference.
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