Full Press Release Details
AnPac Bio-Medical Science Co., Ltd.
NOTICE OF CHANGE OF THE MAXIMUM NUMBER
OF SHARES THE COMPANY
IS AUTHORISED TO ISSUE
pursuant to section 40 of the
BVI Business Companies Act (As Revised)
We hereby give notice that on the date hereof
the Company has amended Clause 7 of its fifth amended and restated memorandum and articles of association to change the maximum number
of shares that the Company is authorised to issue from 150,000,000 shares divided into 120,000,000 class A ordinary shares with a par
value of US$0.01 each (the "Class A Ordinary Shares") and 30,000,000 class B ordinary shares with a par value of US$0.01
each (the "Class B Ordinary Shares") to 2,430,000,000 shares divided into 2,400,000,000 Class A Ordinary Shares with
a par value of US$0.01 each and 30,000,000 Class B Ordinary Shares with a par value of US$0.01 each, by creating an additional 2,280,000,000
Class A Ordinary Shares.
day of February 2023.
Maples Corporate Services (BVI) Limited
acting in its capacity as registered agent
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
AnPac Bio-Medical Sciene Co., Ltd.
Incorporated this 5th day of January
Amended and Restated by meeting of the Shareholders
and further Amended and Restated on 27 January
and further Amended and Restated on 19 May
and further Amended and Restated on 14 October
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
AnPac Bio-Medical Sciene Co., Ltd.
the right and restrictions set out in the Memorandum and Articles. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall
at all times vote together as one class on all resolutions submitted to a vote by the members of the Company. For the purposes of section
9 of the Statute, any rights, privileges, restrictions and conditions attaching to any share as provided for in the Memorandum and Articles
are deemed to be set out and stated in full in the Memorandum.
We, SHRM Trustees (BVI) Limited of Trinity Chambers,
PO Box 4301, Road Town, Tortola, Virgin Islands, British in our capacity as registered agent for the Company hereby apply to the Registrar
for the incorporation of the Company this 5th day of January, 2010.
Ronan Kuczaj / David Finlayson
Authorised Signatories
SHRM Trustees (BVI) Limited
TERRITORY OF THE BRITISH VIRGIN ISLANDS
THE BVI BUSINESS COMPANIES ACT (AS AMENDED)
COMPANY LIMITED BY SHARES
FIFTH AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
AnPac Bio-Medical Sciene
| "ADS" | means an American Depositary Share, each representing one Class A Ordinary Shares as of the date of registration of these Articles and subject to adjustment from time to time; | |
| "Affiliate" | means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person's spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity; | |
| "Articles" | means these articles of association of the Company, as amended or substituted from time to time; | |
| "Board" and "Board of Directors" and "Directors" | means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof; | |
| "Chairman" | means the chairman of the Board of Directors; |
| "Class" or "Classes" | means any class or classes of Shares as may from time to time be issued by the Company; | |
| "Class A Ordinary Share" | means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles; | |
| "Class B Ordinary Share" | means an Ordinary Share of a par value of US$0.01 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles; | |
| "Commission" | means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; | |
| "Company" | means AnPac Bio-Medical Science Co., Ltd.., a British Virgin Islands company; | |
| "Company's Website" | means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders; | |
| "Designated Stock Exchange" | means the stock exchange in the United States on which any Shares and ADSs are listed for trading; | |
| "Designated Stock Exchange Rules" | means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange; | |
| "Distribution" | means any distribution (including an interim or final dividend); | |
| "electronic" | has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; | |
| "electronic communication" | means electronic posting to the Company's Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds (2/3rds) of the vote of the Board; | |
| "Electronic Transactions Act" | means the Electronic Transactions Act, 2001 of the British Virgin Islands and any statutory amendment or re-enactment thereof; | |
| "electronic record" | has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; | |
| "Memorandum of Association" | means the memorandum of association of the Company, as amended or substituted from time to time; |
| "Ordinary Share" | means a Class A Ordinary Share or a Class B Ordinary Share; | |
| "paid up" | means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up; | |
| "Person" | means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires; | |
| "Register" | means the register of Members maintained in accordance with the Statute; | |
| " Registered Agent " | means the registered agent for the time being of the Company; | |
| " Registered Office " | means the registered office for the time being of the Company; | |
| " Resolution of Members " | means, (i) a resolution approved at a duly convened and constituted general meeting of the Shareholders by a majority of in excess of 50% of the votes cast by those Shareholders entitled to vote on the resolution (having regard to the number of votes to which each such Shareholder is entitled under the Memorandum and Articles), or such other threshold as may be specified in the Memorandum and Articles, or (ii) a resolution in writing signed or consented to in writing or by telex, telegram, cable or other written electronic communication by or on behalf of one or more Shareholders who together hold Shares which carry, in aggregate, a majority in excess of 50% of the votes of all Shareholders entitled to vote on the resolution at a general meeting (having regard to the number of votes to which each such Shareholder is entitled under the Memorandum and Articles), or such other threshold as may be specified in the Memorandum and Articles. | |
| "Seal" | means the common seal of the Company (if adopted) including any facsimile thereof; | |
| "Secretary" | means any Person appointed by the Directors to perform any of the duties of the secretary of the Company; | |
| "Securities Act" | means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time; | |
| "Share" | means a share in the capital of the Company. All references to "Shares" herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression "Share" shall include a fraction of a Share; | |
| "Shareholder" or "Member" | means a Person who is registered as the holder of one or more Shares in the Register; | |
| "signed" | means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication; |
| " Statute " | means the BVI Business Companies Act (as amended) of the British Virgin Islands. | |
| "Treasury Share" | means a Share held in the name of the Company as a treasury share in accordance with the Statute; and | |
| "United States" | means the United States of America, its territories, its possessions and all areas subject to its jurisdiction. |
FORFEITURE OF SHARES
EMPOWERING INSTRUMENTS
ALTERATION OF AUTHORISED NUMBER OF SHARES
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTES OF SHAREHOLDERS
provided that the Directors may in the
notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may
be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such
other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company.
The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument
of proxy that is not deposited in the manner permitted shall be invalid.
CORPORATIONS ACTING BY REPRESENTATIVES AT
DEPOSITARY AND CLEARING HOUSES
ALTERNATE DIRECTOR OR PROXY
POWERS AND DUTIES OF DIRECTORS
BORROWING POWERS OF DIRECTORS
DISQUALIFICATION OF DIRECTORS
PROCEEDINGS OF DIRECTORS
PRESUMPTION OF ASSENT
DIVIDENDS AND DISTRIBUTIONS
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
In proving service by post or courier
service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered
to the courier service.
No other Person shall be entitled to
receive notices of general meetings.
unless the same shall happen through
such Indemnified Person's own dishonesty, wilful default or fraud.
NON-RECOGNITION OF TRUSTS
CLOSING OF REGISTER OR FIXING RECORD DATE
REGISTRATION BY WAY OF CONTINUATION
We, SHRM Trustees (BVI) Limited of Trinity Chambers, PO Box 4301, Road Town, Tortola, Virgin Islands, British in our capacity as registered agent for the Company hereby apply to the Registrar for the incorporation of the Company this 5th day of January, 2010.
| [Sgd.] | |
| Ronan Kuczaj / David Finlayson | |
| Authorised Signatories | |
| SHRM Trustees (BVI) Limited |