Yonghe Medical Group Co., Ltd. (Hong Kong: 02279) has adopted its Fourth Amended and Restated Memorandum and Articles of Association by special resolution dated 19 May 2026, introducing a comprehensive update to its corporate governance framework.

Key highlights

1. Authorised share capital • The company’s authorised share capital remains US$50,000, divided into 20.00 billion shares with a par value of US$0.0000025 each. • Shares may be issued with preferred, deferred or other special rights; bearer shares are prohibited.

2. Treasury and share repurchase provisions • The board may purchase or otherwise acquire its own shares and hold them as treasury shares or cancel them, subject to Hong Kong Listing Rules. • The purchase price for off-market share buy-backs must not exceed a pre-set maximum; tender offers must be open to all shareholders equally.

3. Capital management tools • The company can issue warrants, redeemable shares and share options. • Capitalisation of reserves, scrip dividends and dividend reinvestment alternatives are expressly permitted.

4. Board composition and authority • The board must consist of at least two directors and may fill casual vacancies at any time. • Directors may appoint alternates and proxies; board resolutions can be passed by written consent if no material conflict with substantial shareholders exists. • A director with a material interest in a transaction is excluded from voting on that matter.

5. General meeting mechanics • An annual general meeting must be held within six months of the financial year-end (31 December). • Quorum: two members present in person or by proxy. • Hybrid and virtual meeting formats are expressly recognised; electronic communication facilities are permitted for attendance and voting.

6. Member protections and disclosure • Pre-emptive rights are not stipulated; however, any creation of new share classes or variation of rights requires approval by holders of at least 75 % of the affected class. • Comprehensive indemnification is provided to directors and officers against liabilities incurred in the course of their duties, to the extent permitted by Cayman Islands law.

7. Continuation, merger and consolidation • With a special resolution, the company may migrate (continue) to another jurisdiction or merge/consolidate with another entity under Cayman law.

8. Shareholder communications • Notices may be delivered by post, email, website posting or newspaper advertisement. • Unclaimed dividends outstanding for six years may be forfeited to the company.

The updated constitutional documents reinforce Yonghe Medical’s flexibility in capital management while aligning governance practices with Hong Kong-listed company standards.