Full Press Release Details
All Resolutions Passed at Ping An Biomedical AGM,
Clearing Path for Restructured Share Capital
Hong Kong, March 19, 2026 - Ping An Biomedical
Co., Ltd (NASDAQ: PASW) (hereinafter referred to as "Ping An Bio") 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.
Authorised Share Capital Changes
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 (collectively, the Authorised Share Capital Changes):
such that the authorised share capital of the Company
shall become US$312,500 divided into 4,900,000,000 class A ordinary shares of a par value US$0.0000625 each and 100,000,000 class B ordinary
shares of a par value US$0.0000625 each.
Adoption of Second Amended and Restated Memorandum
and Articles of Association
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 (the Second Amended MAA), 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.
Share repurchase and issuance
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 LTD ("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 (1) calendar year after the conclusion of the Meeting to be determined by the Board:
(collectively, the Share
Amendment of Memorandum and Articles of Association
reflecting Share Consolidation
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.
The AGM was held on 18 March 2026, with shareholders
of record as of 3 March 2026 entitled to vote in person or by proxy. Each ordinary share carried one vote at the meeting, and all five
resolutions received the requisite majority of votes cast, in line with the board of directors' unanimous recommendation.
About Ping An Biomedical Co., Ltd
Ping An Biomedical Co., Ltd. is a one-stop SCM service provider in the
apparel industry. It is also a forward-thinking company dedicated to delivering innovative solutions in healthcare and biomedical technology.
For more information, please contact:
Ping An Biomedical Co., Ltd.
Email: corpsec@pingan365.vip
Celestia Investor Relations
Email: investors@celestiair.com