InnoCare Pharma Limited announced a plan to replace its Fifth Amended and Restated Memorandum and Articles of Association with a Sixth Amended version that incorporates the latest requirements of the Hong Kong Listing Rules.
Key revisions:
1. Treasury-share framework • Repurchased, redeemed or surrendered shares may, subject to regulatory limits, be held as treasury shares rather than automatically cancelled. • Treasury shares will carry no voting or dividend rights and will be excluded from share-count calculations. • The Board is empowered to dispose of treasury shares on terms it deems appropriate.
2. Hybrid and electronic general meetings • The new Articles formalise “physical,” “hybrid” and “electronic” meeting formats. • Shareholders participating via approved electronic facilities will be counted toward quorum and may vote electronically. • The Board or meeting chairman may adjourn, postpone or relocate meetings, including switching the format, if security, technical or orderly-conduct considerations arise.
3. Electronic dividend payments • Dividends, interest and other cash distributions may be paid by electronic funds transfer, in addition to existing cheque or warrant options.
4. Expanded communication tools • Notices, proxy appointments and other corporate communications can be delivered or received through designated electronic addresses or posted on specified websites, aligning with the paperless regime. • “Actionable corporate communication” is defined, and individual delivery is mandated for such documents even when website publication is used.
5. Lower shareholder thresholds for proposals • The threshold for shareholders to submit new business to a general meeting is reduced to holders of at least 1% of issued voting shares (previously more than 3%).
6. Miscellaneous housekeeping changes • Definitions updated and cross-referenced; gender, number and statutory references modernised. • Clarifications added on director written resolutions, Board meeting notices and dividend unclaimed-cheque procedures (now extended to unsuccessful electronic transfers).
Implementation timetable: • All amendments require approval by special resolution at the forthcoming Annual General Meeting. • If approved, the Sixth Amended and Restated Memorandum and Articles will take effect immediately after the AGM. • A shareholder circular detailing the full text of amendments will be dispatched or published in due course.
Board composition (as of the 25 March 2026 announcement date) remains unchanged, with Dr. Jisong Cui serving as Chairperson and Executive Director.
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