Ascentage Pharma Group International (ASCENTAGE-B, 06855) has approved and adopted its Third Amended and Restated Memorandum and Articles of Association by special resolution dated 20 May 2026. Key provisions of the updated constitutional documents are summarised below:
• Unrestricted Objects The company’s business scope is unrestricted, allowing it to exercise any power a natural person or body corporate may exercise worldwide, except where limited by Cayman Islands law.
• Authorised Share Capital Authorised share capital is set at US$50,000, divided into 500,000,000 shares of US$0.0001 par value each. The board is empowered to increase or reduce capital and issue shares with or without preferential rights.
• Flexible Securities Issuance The board may issue warrants and other securities, determine terms for redeemable shares, and allot unissued shares at its discretion, subject to Hong Kong Listing Rules.
• Digital & Hybrid Meetings General meetings can be held physically, virtually or in hybrid format. Shareholders attending electronically are counted in the quorum, and the chair has discretion to adjourn meetings for technical or security reasons.
• Director Framework – Minimum of two directors; each must retire by rotation at least once every three years. – Directors may participate in board meetings via electronic means. – Indemnity is provided to directors and officers against liabilities incurred in the execution of their duties, except in cases of fraud or dishonesty.
• Shareholder Protections – One-share-one-vote on polls; joint holders’ voting clarified. – Shareholders may requisition an extraordinary general meeting with at least 10 % of voting rights. – Share buy-back authority is granted, subject to Listing Rules and shareholder approval. – Treasury share framework introduced, prohibiting dividends on such shares until re-issued.
• Dividend Flexibility Dividends may be paid in cash or satisfied by scrip issues. The board can set record dates and handle untraceable shareholders’ entitlements after prescribed notice periods.
• Electronic Communication Notices and corporate documents may be distributed electronically or via publication on the company’s and the Hong Kong Stock Exchange’s websites, provided shareholders are notified.
• Enhanced Capital Management The company may capitalise reserves, apply subscription-right reserves for warrant conversions below par value, and create stock from fully-paid shares if permitted by Cayman law.
The revised memorandum and articles modernise ASCENTAGE-B’s governance structure, align it with current Hong Kong listing requirements, and provide greater operational flexibility for digital engagement, capital management and shareholder participation.