Nanjing Leads Biolabs Co., Ltd. (“Leads Biolabs”) has released an announcement detailing plans to refine multiple clauses in its Articles of Association. The proposed changes are positioned as “house-keeping” amendments and will be tabled for shareholder approval via special resolution at the company’s forthcoming annual general meeting (AGM).
Key points of the proposal are as follows:
1. Share Repurchase Procedures • Cross-references linked to Article 26 have been updated to reflect the renumbered Article 27 throughout the relevant clauses. • Approval thresholds remain unchanged—shareholder resolutions are required for buy-backs under items (I) and (II) of Article 27(1), while board approval by a two-thirds majority applies to items (III), (V) and (VI). • Timelines for cancellation or transfer of repurchased shares—ten days, six months, or three years depending on the repurchase category—are retained.
2. External Guarantees and Board Authority • References within Articles 46, 47, and 116 are aligned to the renumbered Article 47, clarifying the scope of guarantees that necessitate shareholder versus board approval. • Super-majority voting requirements (two-thirds of voting shares or directors, as applicable) remain intact.
3. Senior Management Eligibility and Duties • Articles 101/102 and 103/104 cross-references have been updated to ensure consistency in outlining disqualification criteria, fiduciary duties and diligence obligations for directors and senior management.
4. Corporate Continuity and Liquidation Provisions • Articles 170 and 171 now reference Article 169 (previously 182) when detailing scenarios that may trigger dissolution or liquidation and the formation of a liquidation group.
Implementation Process The Board will seek shareholder approval via a special resolution at the AGM. Subject to that approval, directors also request authorisation to: • Fine-tune amendment wording in response to regulatory feedback; and • Delegate authority to the chairman to complete requisite regulatory filings and approvals.
A circular containing full details of the amendments and the AGM notice will be dispatched to shareholders in due course.
Corporate Governance Context The initiative reflects Leads Biolabs’ intent to maintain alignment with Hong Kong Listing Rules and Stock Exchange guidelines while ensuring internal governance documents remain precise and up to date.
As of the announcement date (24 April 2026), the Board comprises Executive Directors Dr. Kang Xiaoqiang (Chairman & CEO), Dr. Lai Shoupeng and Mr. Zuo Honggang; Non-executive Directors Mr. Zhang Yincheng and Dr. Chen Renhai; and Independent Non-executive Directors Dr. Zhang Hongbing, Mr. Du Yilong and Ms. Du Jiliu.
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