Gaush Meditech Adopts 7th Amended Memorandum & Articles, Confirms US$50,000 Authorised Capital and Expansive Corporate Powers

Bulletin Express
May 29

Gaush Meditech Ltd (高視醫療科技有限公司) announced that shareholders passed a special resolution on 28 May 2026 to adopt the company’s Seventh Amended and Restated Memorandum and Articles of Association. Key elements are as follows:

• Corporate structure and powers – The company remains an exempted company limited by shares incorporated in the Cayman Islands. – Its objects are “unrestricted,” granting authority to engage in activities ranging from investment holding and lending to consulting, shipping, import-export, and commodity trading. – The board is empowered to establish branches or agencies worldwide, create subsidiaries, provide financial assistance, and transfer the company by way of continuation to another jurisdiction if approved by special resolution.

• Share capital and share rights – Authorised share capital is set at US$50,000, divided into 500 million shares at US$0.0001 par value each. – The board may issue shares with preferred, deferred or other special rights, create new classes, and conduct share buy-backs or redemptions subject to Cayman law and Hong Kong Listing Rules. – Shares are non-bearer and may be issued or transferred in certificated or uncertificated form.

• Corporate governance highlights – General meetings: at least two shareholders constitute a quorum; annual meetings must be held within six months after the financial year-end (31 December). Meetings may be conducted physically, virtually, or in hybrid format. – Board composition: a minimum of two directors is required, with at least one-third retiring by rotation at each annual general meeting. – Shareholder protection: resolutions altering the memorandum or articles, or approving re-domiciliation, require a three-quarters special resolution. – Electronic communication: notices, proxy appointments and voting can be executed electronically in line with Listing Rules.

• Financial and dividend framework – Dividends can be declared by shareholders up to the amount recommended by the board; interim dividends may be paid if justified by financial conditions. – The company may capitalise reserves for scrip dividends or other share distributions. – Unclaimed dividends may be invested after one year and forfeited after six years.

• Audit and reporting – Auditors are appointed annually by ordinary resolution; removal also requires shareholder approval. – Financial statements are prepared under Hong Kong or International Financial Reporting Standards and must be dispatched to shareholders at least 21 days before the annual general meeting.

• Indemnification – Directors, officers and trustees are indemnified from liabilities incurred in the course of their duties except for fraud or dishonesty; the company may purchase insurance for this purpose.

The revised constitutional documents provide Gaush Meditech with broad operational flexibility, updated governance procedures—including virtual meeting provisions—and a clearly defined capital structure ahead of future business development.

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