Uni-Bio Science Group Limited (Uni-Bio Group; 00690) has approved and implemented a Second Amended and Restated Articles of Association, effective 26 May 2026, following a special resolution passed on the same date. The updated constitutional document introduces a comprehensive set of revisions aimed at enhancing corporate governance, broadening capital management flexibility and aligning the company’s operations with Hong Kong’s latest regulatory and electronic-trading frameworks. Key highlights include:
1. Capital Structure and Share Management
• Share capital remains divided into shares of US$0.01 par value each.
• The Board is empowered, subject to the Companies Act and Listing Rules, to repurchase its own shares, hold treasury shares and provide financial assistance for share purchases.
• Capital can be altered through subdivision, consolidation, cancellation, redemption or creation of new share classes, provided the requisite resolutions and regulatory approvals are obtained.
2. Enhanced Electronic & Hybrid Meeting Framework
• General meetings may now be convened as physical, hybrid or fully electronic meetings, with “Meeting Locations” and electronic facilities defined.
• Members attending electronically are deemed present for quorum and voting purposes, and the Board can postpone or adjourn meetings if electronic facilities are disrupted.
3. Digital Communication & Uncertificated Securities
• The company can send notices, corporate communications and dividend instructions via electronic means, publish materials on its website and accept electronic instructions from shareholders.
• Provisions accommodate Hong Kong’s Uncertificated Securities Market (USM) regime, allowing shares to be held, transferred and registered through approved electronic systems such as the UNSRT System and CCASS.
4. Board Composition, Rotation & Powers
• Minimum of two Directors; no maximum number.
• At least 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.
• The Board retains broad authority to manage the company’s affairs, delegate powers to committees, and appoint executive or alternate directors.
5. Dividends & Capital Management
• Dividends may be paid from realised or unrealised profits, share premium or other distributable reserves, with options for scrip dividends and distribution of assets in specie.
• The company may maintain a “Subscription Rights Reserve” to facilitate warrant exercises if the adjusted subscription price would otherwise fall below par value.
6. Financial Reporting & Audit
• Financial year-end set as 31 December.
• Annual financial statements, directors’ report and auditor’s report must be sent to shareholders at least 21 days before the annual general meeting, with options for electronic dissemination or summary financial reporting, in line with Hong Kong Listing Rules.
7. Indemnity & Miscellaneous Updates
• Directors, officers and auditors are indemnified against liabilities incurred in the course of their duties, excluding fraud or dishonesty.
• The new Articles clarify procedures for share forfeiture, liens, untraceable members, notice periods and destruction of documents, aiming to streamline administrative processes.
The revised Articles position Uni-Bio Group to operate more flexibly within digital capital markets, strengthen shareholder engagement through electronic means and align its governance structure with evolving regulatory standards.