Touyun Biotech Group Limited announced that shareholders passed a special resolution on 5 June 2026 to adopt the company’s Second Amended and Restated Bye-laws. Key updates focus on modernising corporate governance, streamlining electronic processes and broadening the board’s operational flexibility.

1. Broader electronic communication and meeting framework • The new Bye-laws formally recognise physical, hybrid and fully virtual general meetings, enabling members to participate and vote via electronic facilities. • Electronic notices, proxy instructions and voting are now expressly permitted, and the board may determine authentication measures and electronic addresses for receiving instructions.

2. Alignment with Hong Kong’s Uncertificated Securities Market regime • The company may issue, hold and transfer shares in uncertificated form through approved electronic systems, including the UNSRT System and the Central Clearing and Settlement System. • Share certificates will only be issued upon legal requirement or specific shareholder request, reducing reliance on paper documentation.

3. Enhanced shareholder services and dividend payment flexibility • Dividends and other corporate-action proceeds can be paid through electronic funds transfer or other systems operated by Hong Kong Interbank Clearing Limited. • Members may elect to receive scrip dividends or opt for cash via electronic instructions, and digital statements are acceptable evidence of title for uncertificated shares.

4. Updated board structure and powers • The minimum board size remains two directors, with no maximum limit set. • Directors may now sign board resolutions electronically; written resolutions require unanimous director approval unless a material conflict of interest exists. • The board can create or amend regional or local boards, delegate powers and appoint attorneys, further increasing management flexibility.

5. Strengthened indemnity and liability provisions • Directors, officers and auditors are indemnified against costs and liabilities arising from the execution of their duties, except in cases of fraud or dishonesty.

6. Share capital and dividend mechanics • The company retains authority to purchase its own shares, hold treasury shares and finance share buybacks, subject to Bermuda law and HKEX Listing Rules. • Detailed mechanisms for calls, forfeiture, liens and untraceable member share sales are restated, clarifying shareholder obligations and the company’s recourse.

7. Effective date and scope • The Second Amended and Restated Bye-laws took effect immediately upon shareholder approval on 5 June 2026 and supersede all previous versions.

The revised Bye-laws bring Touyun Biotech’s constitutional documents in line with current regulatory requirements and digital market practices, providing a clearer framework for electronic shareholder engagement, board governance and share administration.