The board of Sirnaomics Ltd. (stock code: 02257, stock short name: SIRNAOMICS-B) announced that shareholders approved and adopted the company’s Sixth Amended and Restated Memorandum and Articles of Association, effective 23 June 2026. The main provisions are summarised below.
Key Corporate Structure • Authorised share capital is set at US$230,000, divided into 230 million ordinary shares with a par value of US$0.001 each. • The company is a Cayman Islands exempted company limited by shares and may, by special resolution, transfer its domicile or merge with other entities outside the Cayman Islands.
Governance Framework • Board composition: minimum of two directors, with power to appoint additional directors to fill casual vacancies or act as alternates. • Directors retire by rotation every three years; re-election is permitted at the annual general meeting (AGM). • Shareholders holding at least 10% of voting rights can requisition an extraordinary general meeting. • AGMs must be held within six months after the end of each financial year.
Share-Related Authorities • The board may issue new shares, warrants or options, and can authorise share repurchases, redemptions or scrip dividends, subject to Listing Rules. • Shares may be bought back out of capital, premiums or profits; no obligation exists to repurchase pro-rata among shareholders. • Shares carry one vote per share; the company may issue non-voting or restricted-voting shares, which must be explicitly designated.
Capital Management and Dividends • Dividends can be declared by shareholders but cannot exceed the board’s recommendation; interim dividends may be paid at the board’s discretion. • Dividends may be distributed in cash or, subject to shareholder election, satisfied wholly or partly by fully paid shares (scrip dividend). • The company may capitalise reserves to issue fully paid shares, pay up unpaid amounts on partly paid shares or satisfy share awards.
Member Rights and Meetings • Quorum for general meetings is two members present in person, by proxy or via authorised electronic means. • Meetings, including virtual meetings, may utilise electronic communication facilities; the chairperson may postpone meetings due to extreme weather or other events. • Proxy voting is permitted, and recognised clearing houses may appoint multiple representatives, each with one vote on a show of hands.
Indemnification and Winding Up • Directors, auditors and officers are indemnified against liabilities incurred in the course of their duties, provided they acted honestly and in good faith. • On liquidation, assets are distributed first to repay paid-up capital, with any surplus divided among members in proportion to paid-up capital.
Document Handling • Transfer instruments, mandates and other registrable documents may be destroyed after statutory retention periods (six years for transfers, two years for mandates, one year for cancelled certificates).
Financial Year and Reporting • The financial year ends on 31 December; audited financial statements and directors’ reports must be sent to shareholders at least 21 days before the AGM.
The adoption of the revised constitutional documents aligns Sirnaomics’ governance structure with current Cayman Islands legislation and Hong Kong Listing Rules, providing updated guidance on capital management, virtual meetings, shareholder protections and board responsibilities.
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