Mediwelcome Healthcare Management & Technology Inc. (Mediwelcome, HKEX: 02159) has adopted its Third Amended and Restated Memorandum and Articles of Association by special resolution dated 30 June 2026. The revised charter, filed under the Companies Act (as revised) of the Cayman Islands, introduces updated capital, governance and operational provisions.
Key amendments
1. Share-capital structure • Authorised share capital is set at HK$380,000, divided into 38.00 billion shares with a nominal value of HK$0.00001 each. • The Board can issue shares with preferred, deferred or other special rights, determine consideration, and approve share redemptions. • Warrants may be issued subject to Hong Kong Listing Rules; bearer shares remain prohibited. • The Company may purchase or hold its own shares as treasury shares, and may subsequently cancel or reissue them in line with statutory and Listing Rule requirements.
2. Meeting flexibility • All general meetings—including annual, extraordinary, hybrid and fully virtual formats—are expressly permitted. • Notice periods remain 21 days for annual general meetings and 14 days for extraordinary general meetings, with detailed rules for electronic communications, multiple meeting locations and use of communication facilities.
3. Governance framework • Board size is set at a minimum of two directors. • Directors may participate via tele- or video-conferencing; written board resolutions require unanimous approval unless a material conflict exists. • Directors with material interests in a transaction are barred from voting on related board resolutions. • Alternate directors and proxy arrangements are formalised to ensure quorum continuity.
4. Shareholder rights • Members may elect to receive dividends in cash or shares (scrip dividend scheme), subject to board-determined terms. • Unclaimed dividends outstanding for six years may be forfeited to the Company. • Provisions allow electronic delivery of corporate communications, including actionable corporate communications, in accordance with Listing Rules.
5. Capital management and corporate actions • The Company is empowered to capitalise reserves, undertake share consolidations, subdivisions or redemptions, and effect mergers, consolidations or continuation in other jurisdictions, all subject to special resolution approval. • Borrowing powers remain with the Board, which can secure loans through debentures or charges over Company assets.
6. Audit and financial reporting • Auditors are appointed annually by ordinary resolution; removal before term requires shareholder approval. • Annual financial statements, directors’ reports and auditor reports will be dispatched to shareholders at least 21 days before the annual general meeting, with electronic dissemination expressly permitted.
7. Indemnification • Directors, auditors and officers are indemnified out of Company assets against liabilities incurred in the course of their duties, subject to Companies Act provisions.
The updated constitutional documents position Mediwelcome to leverage electronic communications, streamline corporate actions and enhance capital flexibility while maintaining compliance with Cayman Islands law and Hong Kong listing requirements.
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