Mabpharm-B (02181) has formally adopted its “Third Amended and Restated Memorandum and Articles of Association” by way of special resolution dated 26 June 2026, introducing an updated corporate constitution that standardises share capital, governance procedures and shareholder rights.

Key Highlights

• Authorised Share Capital: – Set at US$5.00 million, divided into 50.00 billion ordinary shares of US$0.0001 each. – The Board retains full discretion to increase or reduce capital, issue shares with preferential or restricted rights, and conduct share buy-backs or redemptions, subject to Cayman Islands law and Hong Kong Listing Rules.

• Share Issuance & Buy-back Flexibility: – Directors empowered to issue new shares, warrants or other securities, including redeemable or treasury shares, on terms they deem fit. – Company may repurchase its own shares, hold treasury shares and subsequently cancel, transfer or reissue them, provided shareholder approval and regulatory compliance are maintained.

• Hybrid & Virtual General Meetings: – The Articles explicitly permit physical, hybrid or fully virtual shareholder meetings. – The Board is authorised to determine meeting venues, electronic participation methods and contingency arrangements for adjournments or postponements.

• Board Structure & Rotation: – Minimum of two directors; all directors (including those with fixed terms) must retire by rotation at least once every three years. – Directors may be removed by ordinary resolution; casual vacancies can be filled by the Board until the next annual general meeting.

• Capital Management & Dividends: – The Board may declare interim, special or scrip dividends subject to solvency and legal requirements, and may capitalise reserves for bonus issues. – Dividend payments can be made in cash, by cheque, wire transfer or—where consented—via electronic means.

• Untraceable Shareholders: – Shares of holders uncontactable for 12 years may be sold after due notice; net proceeds revert to the Company, with holders retaining a claim equal to the sale proceeds.

• Enhanced Indemnity & Insurance: – Directors, officers and auditors are indemnified against liabilities incurred in their duties, excluding fraud or dishonesty. The Company may also maintain insurance cover for such liabilities.

• Record Dates & Notices: – Board authorised to set record dates for dividends, voting and other entitlements. – Notices and corporate communications may be delivered electronically, by post or via publication on the Company’s website, aligning with Hong Kong Listing Rules.

The comprehensive overhaul replaces previous versions of the corporate charter, aligning Mabpharm-B’s governance framework with evolving regulatory standards, providing greater operational flexibility and formalising modern practices such as virtual meetings and electronic communications.