Grand Pharma Adopts Comprehensive Bye-Law Overhaul Ahead of 2026 AGM

Bulletin Express
06/05

Grand Pharmaceutical Group Limited (“Grand Pharma”) has approved a full set of updated Bye-laws by special resolution at the annual general meeting held on 5 June 2026.

Key features of the revised governance framework include:

1. Share Capital Flexibility • The company is empowered to repurchase its own shares for cancellation or as treasury stock, subject to Bermuda law and Hong Kong Stock Exchange (HKEX) Listing Rules. • Financial assistance for third-party share purchases is permitted where Listing Rules allow.

2. Enhanced Capital Management Tools • Ordinary resolutions can now increase, consolidate, subdivide or cancel share capital, while special resolutions may reduce issued capital or share premium. • The board may issue warrants, convertible securities and non-voting or differential-voting shares, widening capital-raising options.

3. Modernised Meeting Provisions • Annual general meetings must be held within six months of each financial year-end; meetings may be physical, hybrid or fully electronic. • Members holding at least 10 % of paid-up voting capital retain the statutory right to requisition a special general meeting. • Voting defaults to polls; the chairman may permit show-of-hands voting only for procedural matters.

4. Digital Communication & Dividend Options • Notices, proxy forms and other “corporate communications” can be distributed electronically, posted on the company website or delivered via HKEX platforms. • Dividends may be paid by electronic funds transfer and shareholders can elect scrip dividends, with fractional entitlements managed at directors’ discretion.

5. Board Structure and Independence • No maximum number of directors is set; one-third of directors retire by rotation at each AGM, ensuring every director faces re-election at least every three years. • Directors’ conflicts are addressed with clear disclosure and abstention requirements aligned with HKEX standards.

6. Strengthened Investor Safeguards • Unclaimed dividends revert to the company only after six years; shares of untraceable members may be sold after 12 years of inactivity following prescribed notifications. • A detailed indemnity clause protects directors and officers against liabilities other than those arising from wilful negligence, default, fraud or dishonesty.

7. Streamlined Electronic Instructions • Shareholders may deliver dividend elections, proxy appointments and other instructions via electronic means; corporate action proceeds can be settled through Hong Kong’s real-time gross settlement system.

By codifying these provisions, Grand Pharma aligns its constitutional documents with current Bermuda law, HKEX Listing Rules and evolving digital practices, thereby expanding capital-management flexibility and reinforcing shareholder rights.

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