GenScript Biotech Corporation (“GenScript Biotech”) announced that shareholders passed a special resolution on 5 June 2026 adopting the company’s Fifth Amended and Restated Memorandum and Articles of Association (the “Fifth M&A”). The revised constitutional documents modernise corporate governance, expand operational flexibility and align the Cayman-incorporated group with updated listing requirements in Hong Kong.
Key provisions:
• Authorised Share Capital GenScript Biotech’s authorised share capital is set at US$5.00 million, divided into 5.00 billion ordinary shares of US$0.001 each. The board retains authority to increase or reduce capital, issue shares with preferential or deferred rights and create share classes without bearer form.
• Treasury Shares and Share Buy-backs The Fifth M&A formally permits the company to hold repurchased shares in treasury, sell or cancel them and prohibits dividend or voting rights on treasury stock, complying with recent Cayman Islands amendments.
• Electronic and Hybrid Meetings Shareholder and board meetings may now be conducted physically, virtually or in hybrid format. Electronic participation, voting and notice delivery mechanisms are expressly recognised, including the use of approved uncertificated securities systems and electronic proxies.
• Dividends and Reserves Dividends may be paid in cash, scrip or in specie, subject to Cayman solvency tests. The board is empowered to declare interim or special distributions and to capitalise reserves for bonus share issues.
• Director Governance The board must consist of at least two directors. One-third of directors (or the nearest lower whole number) must retire by rotation at each annual general meeting, ensuring every director faces re-election at least once every three years. Directors’ borrowing powers, indemnities and conflict-of-interest rules are updated, including restrictions on voting where material interests exist.
• Uncertificated Securities The company is authorised to issue, transfer and register shares through Hong Kong’s Uncertificated Securities Market regime, facilitating electronic settlement via the Central Clearing and Settlement System (CCASS).
• Shareholder Protections Resolutions altering share class rights require approval from at least 75 % of the votes cast at a separate class meeting. Shareholders representing one-tenth of total voting rights may requisition extraordinary general meetings. A new mechanism enables the sale of shares held by “untraceable” shareholders after 12 years of returned dividends.
• Objects Clause The objects of the company are declared “unrestricted,” granting capacity to engage in any lawful business worldwide unless limited by Cayman law.
The new constitutional framework positions GenScript Biotech for enhanced capital-markets access, more flexible capital management and digitalised shareholder engagement while meeting the latest corporate governance standards of both the Cayman Islands and the Hong Kong Stock Exchange.