Ping An Biomedical Shareholders Approve Capital Structure Overhaul
Ping An Biomedical announced that shareholders have approved all five resolutions at the company's 2026 Annual General Meeting, providing full authorization for an overhaul of its share capital structure, the introduction of high-vote Class B shares, a targeted share exchange with a major shareholder, and a large-scale share consolidation. Shareholders resolved by an ordinary resolution that, the Company authorised share capital of the Company be amended in the manner and sequence set out below with immediate effect: increasing the authorised share capital $50,000 divided into 800,000,000 ordinary shares of a nominal or par value of $0.0000625 each to $312,500 divided into 5,000,000,000 ordinary shares of a par value $0.0000625 each, by the addition of 4,200,000,000 ordinary shares of a par value $0.0000625 each; re-designating and re-classifying 4,900,000,000 authorised ordinary shares of a par value $0.0000625 each as 4,900,000,000 class A ordinary shares of par value $0.0000625 each, where the rights of the existing ordinary shares shall be the same as the Class A Shares; cancelling 100,000,000 authorised but unissued ordinary shares of a par value $0.0000625 each and create a new share class of 100,000,000 class B ordinary shares of par value $0.0000625 each, which will be entitled to one hundred votes per share, such that the authorised share capital of the Company shall become $312,500 divided into 4,900,000,000 class A ordinary shares of a par value $0.0000625 each and 100,000,000 class B ordinary shares of a par value $0.0000625 each. Shareholders resolved by a special resolution that the second amended and restated memorandum and articles of association of the Company, in the substantial form attached to the notice of annual general meeting and the proxy statement as Appendix 1 be adopted in substitution for and to the exclusion of the existing memorandum and articles of association of the Company in its entirety with effect upon the Authorised Share Capital Changes taking effect. Shareholders resolved by an ordinary resolution that, subject to the Authorised Share Capital Changes and Second Amended MAA taking effect and the Company's receipt of the consent to repurchase and application for shares duly executed by INSPIRETECH, the Board be and is hereby authorised to repurchase 12,250,000 Class A Shares from INSPIRETECH, all of which are fully paid shares, in consideration of and out of the proceeds of the Company's new issuance of 12,250,000 Class B Shares to INSPIRETECH. The arrangement effectively converts part of INSPIRETECH's holding into high-vote shares while keeping the number of shares held by that shareholder unchanged. Shareholders resolved by an ordinary resolution that, following the Authorised Share Capital Changes, and conditional upon the approval of the Board, with effect on a date within one calendar year after the conclusion of the Meeting to be determined by the Board: every one thousand then issued and unissued Class A Shares, or such lesser whole share amount of not being less than two as the Board may determine in its sole discretion, be consolidated into one class A ordinary share, where such Consolidated Class A Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions as the existing Class A Shares as set out in the Second Amended MAA; every one thousand then issued and unissued Class B Shares, or such lesser whole share amount of not being less than two as the Board may determine in its sole discretion, be consolidated into one class B ordinary share, where such Consolidated Class B Shares shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions as the existing Class B Shares as set out in the Second Amended MAA. Shareholders resolved by a special resolution that subject to and immediately following the Share Consolidation being effected, the relevant provisions of the memorandum and articles of association of the Company then in effect be amended to reflect the Share Consolidation.
