New Ray Medicine International Holding Limited (NEW RAY MEDIC, 06108) has approved and adopted its “Third Amended and Restated Bye-Laws” by special resolution passed on 18 June 2026.

The 168-clause document comprehensively revises the company’s governance framework, covering share capital management, meeting procedures, directors’ powers, electronic communications and indemnities. Key updates include:

1. Meetings and communication • Introduction of physical, hybrid and fully electronic general meetings, with provisions for electronic voting, proxy appointments and document dissemination. • Board meetings may be held via electronic means; written board resolutions are expressly recognised. • Notices, financial statements and other corporate communications can be delivered by e-mail, website publication or other permitted electronic channels, with clear rules on deemed receipt.

2. Share capital and treasury shares • The company may repurchase its own shares for cancellation or as treasury shares and give financial assistance for share purchases, subject to Bermuda law and Hong Kong Listing Rules. • Flexibility to issue non-voting or restricted-voting shares and to redenominate currency of share capital. • Preference shares may be issued or converted into redeemable shares at the company’s or holder’s option.

3. Electronic securities regime • New clauses enable the holding, transfer and registration of shares in uncertificated form via approved electronic systems, including the forthcoming Uncertificated Securities Market (UNSRT) platform and CCASS. • Electronic settlement of dividends, subscription monies and other corporate action proceeds is authorised through Hong Kong’s real-time gross settlement system or other electronic means.

4. Board powers and indemnity • Directors are empowered to present winding-up petitions and to delegate extensive powers to committees, managers or attorneys. • An expanded indemnity protects current and former directors, officers and auditors against liabilities other than those arising from fraud or dishonesty.

5. Director rotation and shareholder rights • One-third of directors must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Shareholders holding at least 10 per cent of paid-up capital can requisition a special general meeting.

6. Subscription rights reserve • A dedicated reserve is mandated to cover the nominal value of additional shares issuable when warrant exercise prices adjust below par value, safeguarding the company’s capital integrity.

The updated bye-laws align NEW RAY MEDIC’s corporate governance with Bermuda Companies Act requirements, Hong Kong Listing Rules and the forthcoming electronic securities infrastructure, enhancing flexibility in capital management and stakeholder engagement.