DPC DASH Outlines Key Hong Kong Listing Waivers, Governance Structure and Share Capital Framework

Bulletin Express
Jun 03

• DPC DPC DASH Ltd (stock code: 01405) published a comprehensive Company Information Sheet dated 3 June 2026, detailing its regulatory waivers, corporate governance arrangements and constitutional documents following its Hong Kong listing.

• Listing Rule Waivers – Management Presence (Rule 8.12): The group’s headquarters, senior management and assets are primarily in Mainland China. A waiver allows the company to operate without the normally required two Hong Kong-resident executive directors. Two authorised representatives, full contact details of all directors and the retention of Somerley Capital Ltd as compliance adviser form the communication bridge with the Stock Exchange. – Joint Company Secretaries (Rules 3.28 & 8.17): CFO Ms Ting Wu – who lacks Hong Kong Chartered Governance Institute qualifications – serves as joint company secretary alongside qualified fellow Ms Wing Nga Ho under a three-year waiver. Ms Ho must assist Ms Wu throughout the period; any material Listing Rule breach may revoke the waiver. – Continuing Connected Transactions (Chapter 14A): The company obtained waivers from announcement, circular and independent shareholders’ approval requirements for certain ongoing connected transactions post-listing.

• Share Capital and Authorised Shares – The British Virgin Islands-incorporated entity is authorised to issue up to 500.00 million ordinary shares with a par value of US$1.00 each. – The Articles permit share repurchases, redemptions, scrip dividends and the creation of reserves subject to solvency tests under BVI law.

• Corporate Governance Highlights – Minimum board size: two directors; every director retires by rotation at least once every three years. – Annual general meeting must be held within six months after each financial year-end (31 December). – Directors, auditors and officers are entitled to indemnification out of company assets against liabilities incurred in defending proceedings where judgement is in their favour. – The company may inspect, close or transfer Hong Kong and overseas branch registers, but the register cannot be closed for more than 30 days per year without shareholder approval.

• Shareholder Rights under BVI Law – Dividends require directors to pass a solvency test (assets exceeding liabilities and ability to pay debts as they fall due). – One vote per share on a poll; shareholders holding 90 % of voting shares can compel redemption of minority shares, subject to dissenters’ fair-value appraisal. – Merger, consolidation or voluntary liquidation requires shareholder special resolution; dissenters are entitled to statutory fair-value rights.

• Key Constitutional Provisions – Financial year ends 31 December. – The Memorandum and Articles can be amended only by special shareholder resolution; directors have no unilateral amendment power. – The company may continue into another jurisdiction or merge/consolidate in accordance with BVI Companies Act procedures.

• Responsibility Statement – Directors collectively accept full responsibility for the accuracy and completeness of the information sheet and undertake to issue revisions for any subsequent changes.

This document provides investors and regulators with an updated snapshot of DPC DASH’s post-listing compliance framework, capital structure and shareholder protections under BVI and Hong Kong regulations.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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