SUPER HI International Holding Ltd. (“SUPER HI”) approved its Fourth Amended and Restated Articles of Association at a shareholders’ meeting held on 12 June 2026. Key provisions are summarised below:
• Capital Structure – Authorised share capital is divided into shares with a par value of US$0.000005 each. – The board is empowered to repurchase shares, hold them as treasury stock and fund such purchases from capital, share premium or other reserves in line with Cayman Islands law and Hong Kong Listing Rules. – Shares may not be issued to bearer; all new issues must comply with any rights or restrictions set by the board.
• Enhanced Electronic & Hybrid Meeting Framework – General meetings may be conducted physically, electronically or in hybrid form. – Participation via approved electronic platforms constitutes presence for quorum and voting. – The chairman has authority to resolve technical or procedural issues arising during electronic or hybrid meetings.
• Shareholder Communications and Payments – Notices, proxy appointments, corporate-action instructions and dividend elections can be transmitted electronically. – Dividend and other corporate-action proceeds may be paid through electronic funds transfer, including Hong Kong’s real-time gross-settlement system.
• Board Composition & Governance – The company must maintain a minimum of two directors; no maximum number is specified. – One-third of directors retire by rotation at each annual general meeting, with every director subject to re-election at least once every three years. – Directors may be removed by ordinary resolution of shareholders before term expiry.
• Dividend Declaration Flexibility – Dividends may be paid from realised or unrealised profits, share premium or other distributable reserves, subject to shareholder approval. – Scrip dividends are permitted, allowing shareholders to elect shares instead of cash.
• Updated Indemnity & Borrowing Powers – Directors, officers and auditors are indemnified out of company assets against costs and liabilities, excluding fraud or dishonesty. – The board retains full authority to raise or borrow funds and issue debt securities.
• Subscription Rights & Reserve – A “Subscription Rights Reserve” mechanism ensures sufficient reserves to satisfy warrant exercises, even if the exercise price falls below par value.
• Accounting & Audit – Financial year-end remains 31 December, with accounts audited at least annually. – Auditors are appointed by shareholders at each annual general meeting and may be removed by ordinary resolution.
These amendments align SUPER HI’s constitutional documents with current regulatory requirements, expand electronic communication capabilities and provide the board with greater flexibility in capital and meeting management.
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