Modern Chinese Medicine Group Co., Ltd. (“MODERN CHI MED”) has formally adopted its Third Amended and Restated Memorandum and Articles of Association (“MA&A”) via special resolution dated 29 May 2026, streamlining corporate governance, capital structure and shareholder rights ahead of future business development. Key elements are outlined below.
Corporate profile and objectives • The company is an exempted company limited by shares incorporated in the Cayman Islands, with an unrestricted corporate object clause permitting engagement in any lawful business worldwide. • It reserves the right to deregister in the Cayman Islands and re-domicile elsewhere if required.
Capital structure • Authorised share capital is set at HK$100 million, divided into 10 billion ordinary shares of HK$0.01 each. • The Board may issue shares with preferred, deferred or other special rights, including redeemable shares, and may also issue share warrants. • Authority is granted for share consolidations, subdivisions, redenominations and capital reductions, subject to shareholder approval where required. • The Board may repurchase the company’s own shares on terms compliant with Cayman law and Hong Kong Stock Exchange (“HKEX”) rules.
Shareholder rights and meetings • Each fully-paid share entitles the holder to one vote on a poll; partly-paid shares vote in proportion to paid-up capital. • Annual general meetings (“AGM”) must be held within six months after each financial year-end; extraordinary general meetings can be requisitioned by holders of at least 10% of voting rights. • A quorum for general meetings is two shareholders present. • Resolutions on amendments to the MA&A or change of name require a three-quarters majority (special resolution). • Virtual or hybrid meetings are expressly permitted, with detailed provisions on electronic participation and voting.
Board composition and powers • The company must have a minimum of two directors; no maximum is specified. • One-third of directors (or the nearest whole number) must retire by rotation at each AGM, ensuring every director faces re-election at least once every three years. • Directors may appoint alternates; the Board can form committees and delegate broad powers, including to manage subsidiaries or regional operations. • Comprehensive indemnity is provided to directors, officers and auditors against liabilities incurred in the course of duty, except in cases of fraud or dishonesty.
Dividend and reserve policy • Dividends may be paid out of realised or unrealised profits, share premium or other distributable reserves, subject to solvency tests under Cayman law. • The Board may declare interim, special or scrip dividends and can establish a “Subscription Right Reserve” to support share-based warrant exercises when the adjusted subscription price falls below par value. • Dividends that remain unclaimed for six years may be forfeited and revert to the company.
Share transfers, forfeiture and lien • Transfers must be executed in writing (or via HKEX-approved form) and may be refused for unpaid shares or transfers to more than four joint holders. • The company retains a first and paramount lien on partly-paid shares for unpaid calls and can forfeit such shares after due notice.
Untraceable shareholders • If dividend cheques remain uncashed on two consecutive occasions and the shareholder is untraceable for 12 years, the Board may sell the related shares after public notice and retain proceeds for the company, subject to HKEX notification.
Financial year and reporting • The financial year ends on 31 December. • Accounts are to be prepared under Hong Kong or International Financial Reporting Standards; audited financial statements, directors’ and auditors’ reports must be dispatched at least 21 days before the AGM.
Winding-up provisions • Surplus assets on liquidation will be distributed to shareholders in proportion to paid-up capital. With shareholder approval, assets may be distributed in specie.
Implementation The comprehensive MA&A replaces prior versions, modernising MODERN CHI MED’s corporate framework, enhancing flexibility for future capital management and aligning governance practices with Cayman Islands law and HKEX Listing Rules.
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