Genscript Biotech Corporation has approved and adopted its Fifth Amended and Restated Memorandum and Articles of Association, effective 5 June 2026. Key updates are summarised below.
Corporate structure and share capital • Authorised share capital is fixed at US$5.00 million, divided into 5.00 billion ordinary shares of US$0.001 each. • The board may issue new shares, warrants or other securities on terms it determines, subject to shareholder resolutions where required. • Share buy-backs and redemptions are permitted, with purchased shares eligible to be held in treasury. Treasury shares carry no voting or dividend rights unless re-issued. • Scrip dividend and capitalisation mechanisms are formalised, allowing shareholders to elect stock in lieu of cash and enabling reserve capitalisation for fully-paid share issues.
General meetings • Annual general meetings must be held within six months after each financial year-end (31 December). • Meetings may be conducted physically, as hybrid events or wholly by electronic means, with the chairman empowered to resolve technical issues during virtual sessions. • The quorum for shareholder meetings remains two shareholders present in person, electronically or by proxy. • Resolutions require a simple majority unless specified as special resolutions (¾ majority).
Board governance • The company must have at least two directors; one-third of the board retires by rotation at each annual general meeting, ensuring every director faces re-election at least every three years. • Directors can participate in meetings via telephone or other electronic facilities, and written resolutions signed by all directors are valid board decisions. • Indemnities are provided to directors, officers and auditors against liabilities incurred in executing their duties, except in cases of fraud or dishonesty.
Shareholder rights and protections • Fully paid shares are freely transferable; the board may refuse transfers of partly paid shares under specific circumstances. • Untraceable shareholders: shares may be sold after 12 years of non-contact and three unclaimed dividends, following prescribed notifications. • A subscription right reserve is established to ensure any warrant exercise price does not fall below par value.
Electronic and uncertificated securities • The Articles align with Hong Kong’s uncertificated securities regime, allowing share transfers and corporate actions through the UNSRT System or other SFC-approved platforms. • The company can distribute notices, documents and dividends electronically, subject to shareholder consent and regulatory requirements.
Other provisions • The financial year-end remains 31 December. • Dividends may be declared by shareholders up to the amount recommended by the board; interim and special dividends are at the board’s discretion. • The company may create pension funds and other employee benefit schemes. • Liquidation terms stipulate surplus assets are distributed to shareholders in proportion to paid-up capital, with power to distribute in specie.
These amendments replace the previous constitutional documents and provide the governance framework for Genscript Biotech’s operations and capital management going forward.