Broncus Holding Corporation Updates Corporate Governance with Eleventh Amended & Restated Articles

Bulletin Express
05/14

Broncus Holding Corporation (“Broncus-B”, stock code: 02216) announced the adoption of its Eleventh Amended and Restated Memorandum and Articles of Association (“M&A”), approved by special resolution on 14 May 2026.

Key highlights of the revised M&A are as follows:

• Share Capital – Authorised share capital remains at US$0.05 million, divided into 2.00 billion ordinary shares with a par value of US$0.000025 each. – The Board retains broad authority to issue shares with preferred, deferred or other special rights and to create or vary share classes, subject to shareholder approval where required.

• Share Repurchase & Redemption – The Company is empowered, subject to Cayman Islands law and Hong Kong Listing Rules, to purchase, redeem or otherwise acquire its own shares or warrants, and to provide financial assistance for such transactions.

• General Meetings & Voting – Annual general meetings must be held within six months after each financial year-end. – The Board may convene extraordinary general meetings upon request of shareholders holding at least 10% of voting rights. – Meetings may be conducted as physical, hybrid or fully virtual (“Virtual Meeting”) sessions, with electronic communication facilities recognised for quorum and voting purposes.

• Director Matters – The Board must consist of at least two directors; every director is subject to retirement by rotation at least once every three years. – Directors with material interests (as defined by the Hong Kong Listing Rules) are excluded from voting on related board resolutions. – Provisions allow appointment of managing directors, alternates and proxies, plus detailed rules on board meetings, committees and written resolutions.

• Dividends & Reserves – Dividends may be declared in any currency up to the amount recommended by the Board and can be satisfied in cash, scrip or a combination. – Unclaimed dividends outstanding for six years may be forfeited and revert to the Company.

• Untraceable Members – Shares of members who cannot be located for 12 years, and who have not cashed at least three dividend cheques, may be sold for the Company’s benefit after prescribed notice.

• Winding-up & Continuation – With special-resolution approval, Broncus may (i) continue as a body corporate in another jurisdiction outside the Cayman Islands or (ii) merge or consolidate with other entities under Cayman law.

The updated M&A enhances corporate governance flexibility, aligns internal rules with Hong Kong Listing Rules, and modernises provisions for electronic shareholder participation.

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