PuraPharm Corporation Limited (培力農本方有限公司) has adopted its Second Amended and Restated Memorandum and Articles of Association (M&A) by way of special resolution passed on 27 May 2026. The updated constitutional document introduces a comprehensive overhaul of the company’s governance framework and confirms key capital parameters.
Key highlights
1. Capital Structure • Authorised share capital is set at US$5.00 billion, divided into 50.00 billion ordinary shares with a par value of US$0.10 each. • The Board is empowered to issue shares with preferential, deferred, or other special rights, and to create new classes of shares or warrants as required. • The company is authorised to repurchase its own shares and to hold them as treasury shares, subject to Cayman Islands law and Hong Kong Listing Rules.
2. Shareholder Rights and Meetings • All shareholders are entitled to attend, speak and vote at general meetings, including physical, hybrid or fully electronic formats. • Annual general meetings must be held within six months after the financial year-end. • A quorum for general meetings is two shareholders present in person or by proxy. • Shareholders holding at least 10% of voting rights may requisition an extraordinary general meeting and can propose additional resolutions with reasonable notice.
3. Board Composition and Rotation • The Board must comprise a minimum of two directors; additional appointments can be made by shareholders or the Board. • One-third of directors (or the nearest number not less than one-third) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. • Directors’ ordinary remuneration is set by shareholders or the Board; special compensation for additional duties is permissible.
4. Enhanced Corporate Governance Provisions • Detailed procedures for electronic communication with shareholders, including delivery of notices, proxies and corporate communications via electronic means or website publication. • Clear protocols for dividend distribution, including scrip dividend alternatives, treatment of unclaimed dividends, and creation of subscription right reserves when warrant exercise prices fall below par value. • Defined processes for capital management actions—capital increase, share consolidation or subdivision, and capital reduction—requiring ordinary or special resolutions as stipulated.
5. Financial Reporting and Audit • Financial statements must be prepared in accordance with Hong Kong Financial Reporting Standards, International Accounting Standards or other standards permitted by the Hong Kong Stock Exchange. • Auditors are appointed annually by ordinary resolution; shareholders may remove auditors at any time before their term expires.
6. Indemnity and Insurance • Directors, officers and auditors are indemnified out of company assets against liabilities incurred in connection with their duties, except in cases of fraud, dishonesty or reckless misconduct. • The company may maintain insurance to cover such liabilities.
7. Miscellaneous Updates • Introduction of a subscription right reserve mechanism to facilitate warrant exercises at prices below par value. • Procedures set for managing untraceable shareholders and related sale of shares after 12 years of inactivity. • Provisions for destruction of obsolete corporate documents after prescribed periods.
The adoption of the Second Amended & Restated M&A positions PuraPharm for greater operational flexibility, modernised shareholder engagement, and alignment with current regulatory standards in both the Cayman Islands and Hong Kong.