DPC Dash Ltd (the “Company”) has formally adopted its Tenth Amended and Restated Memorandum and Articles of Association, filed on 1 June 2026 in the British Virgin Islands. The overhaul strengthens corporate governance, clarifies shareholder rights and modernises capital-raising flexibility ahead of the Company’s continued growth initiatives.
Key Capital Structure Provisions • Authorised Share Capital: The Company is authorised to issue up to 500 million registered shares of US$1.00 par value each. • One-Class Voting: Each share carries one vote, an equal right to dividends, and identical rights to surplus asset distributions. • Share Flexibility: Directors may issue new shares, redeem shares, accept share surrenders and issue warrants, provided actions comply with BVI law and Hong Kong Listing Rules. • Pre-emption: The Articles allow variation of class rights with consent from at least 75% of voting rights in that class. • Share Buy-backs & Treasury: The Company can purchase its own shares or warrants, and provide financial assistance for such acquisitions, subject to member approval and regulatory compliance.
Governance & Board Structure • Board Size: Minimum of two directors, with power for members to vary the number by ordinary resolution. • Appointment & Rotation: Directors appointed to fill casual vacancies must stand for re-election at the next AGM; all directors are subject to retirement by rotation at least once every three years. • Removal: Directors can be removed by a simple majority of shareholders or, in certain cases, by written notice from three-fourths of the board. • Meetings: Quorum set at two directors; meetings may be held physically or via electronic communication, with resolutions permitted by written consent. • Conflict of Interest: Directors (and their close associates) must abstain from voting on board resolutions where they hold a material interest, in line with Hong Kong Listing Rules.
Shareholder Rights & Meetings • Annual General Meeting: Must be held within six months after each financial year-end (31 December). • Notice Periods: 21 days for AGMs, 14 days for extraordinary general meetings (EGMs). • Virtual Participation: Articles permit fully virtual or hybrid general meetings, with disclosure of communication facilities in meeting notices. • Dividend Policy: Dividends—interim, final or special—may be declared if post-distribution assets exceed liabilities and the Company remains solvent. Scrip dividend alternatives are provided, allowing shareholders to elect shares in lieu of cash.
Liquidity & Capital Management • Lien & Forfeiture: The Company retains first and paramount lien over unpaid shares and may forfeit shares for non-payment of calls. • Borrowing Powers: Directors may raise funds, issue debentures and charge assets to secure obligations. • Reserves: The board may capitalise reserves for bonus issues or to satisfy share options and employee incentive schemes.
Other Provisions • Indemnification: Directors, auditors and officers are indemnified against liabilities incurred in the course of their duties, subject to BVI law. • Continuation & M&A Flexibility: The Company can re-domicile to another jurisdiction or merge/consolidate with other entities, enhancing strategic optionality. • Document Management: Registrable documents can be destroyed after statutory retention periods, with safeguards for bona fide destruction.
Effective Date The Tenth Amended and Restated Memorandum and Articles were approved by member resolution on 28 May 2026 and filed on 1 June 2026, superseding prior versions adopted since incorporation on 30 April 2008.
These amendments modernise DPC Dash’s constitutional documents, aligning them with current BVI legislation and Hong Kong listing requirements, and provide the governance architecture to support the Company’s future strategic and capital-market objectives.