Clover Biopharmaceuticals, Ltd. (“Clover Bio-B”, HKEX: 02197) has approved its Sixth Amended and Restated Memorandum and Articles of Association (“6th M&A”) by special resolution dated 18 June 2026. The revised constitution, effective immediately, modernises governance mechanics and re-confirms key capital parameters.
Key corporate provisions • Registered structure: Cayman Islands-incorporated, limited-by-shares company with unrestricted business objects and the ability to re-domicile by way of continuation outside the Cayman Islands. • Authorised share capital: US$0.20 million divided into 2.00 billion shares of US$0.0001 par value each. Shares may carry voting, non-voting or restricted-voting rights; bearer shares are prohibited. • Capital management: The Board may issue new shares or warrants, create preference or redeemable classes, and repurchase its own securities in line with Hong Kong Listing Rules. Purchases outside the market must observe a maximum price; tender offers must be open to all shareholders. • Borrowing & security: Directors retain broad authority to raise finance, issue debt instruments and secure obligations over company assets. • Dividend policy: Interim, final or special dividends may be declared from distributable profits or reserves (including share premium). Scrip dividend alternatives are expressly permitted; unclaimed dividends may be invested for the company’s benefit and forfeited after six years. • Virtual meetings: General meetings, including annual and extraordinary sessions, can be conducted physically, virtually or in hybrid form via approved communication facilities. • Board structure: – Minimum of two directors; casual vacancies may be filled by the Board. – Every director faces re-election at least once every three years. – Directors may be removed by ordinary resolution. – Directors and officers are indemnified out of company assets against liabilities incurred in their official capacity. • Shareholder protections: Class rights may be varied only with written consent of holders of at least 75 per cent of the relevant class or by special resolution at a separate meeting. • Other features: Provision for electronic communications, record dates for dividends, untraceable shareholder share sale mechanics after 12 years of inactivity, and authority to merge or consolidate with other companies subject to shareholder approval.
Operational implications The 6th M&A aligns Clover Bio-B’s constitutional framework with current Hong Kong Listing Rules, facilitates digital shareholder participation, and preserves flexibility for future capital management actions. No change has been made to the company’s authorised share capital amount or par value.
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