Full Press Release Details
| Companies Act (Revised) Company Limited by Shares Virax Biolabs Group Limited | ||
| THIRD AMENDED AND RESTATED memorandum of association (adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023) |
Companies Act (Revised)
Company Limited by Shares
Third Amended and Restated Memorandum of Association
Virax Biolabs Group Limited
(adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023)
1 The name of the Company is Virax Biolabs Group Limited.
2 The Company's registered office will be situated at the office of Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide.
3 The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands.
4 The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27 (2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.
5 Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands.
6 The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares.
7 The share capital of the Company is US$50,000 divided into 50,000,000 ordinary shares of USD0.001 par value each. Subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following:
(a) to redeem or repurchase any of its shares; and
(b) to increase or reduce its capital; and
(c) to issue any part of its capital (whether original, redeemed, increased or reduced):
(i) with or without any preferential, deferred, qualified or special rights, privileges or conditions; or
(ii) subject to any limitations or restrictions
and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
(d) to alter any of those rights, privileges, conditions, limitations or restrictions.
8 The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.
| Companies Act (Revised) Company Limited By Shares Virax Biolabs Group Limited | ||
| THIRD AMENDED AND RESTATED articles of association (adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023) |
| 1 | Definitions, interpretation and exclusion of Table A | 1 |
| Definitions | 1 | |
| Interpretation | 3 | |
| Exclusion of Table A Articles | 4 | |
| 2 | Shares | 5 |
| Power to issue Shares and options, with or without special rights | 5 | |
| Power to pay commissions and brokerage fees | 5 | |
| Trusts not recognised | 5 | |
| Security interests | 5 | |
| Power to vary class rights | 6 | |
| Effect of new Share issue on existing class rights | 6 | |
| No bearer Shares or warrants | 6 | |
| Treasury Shares | 6 | |
| Rights attaching to Treasury Shares and related matters | 7 | |
| Register of Members | 7 | |
| Annual Return | 7 | |
| 3 | Share certificates | 7 |
| Issue of share certificates | 7 | |
| Renewal of lost or damaged share certificates | 8 | |
| 4 | Lien on Shares | 8 |
| Nature and scope of lien | 8 | |
| Company may sell Shares to satisfy lien | 9 | |
| Authority to execute instrument of transfer | 9 | |
| Consequences of sale of Shares to satisfy lien | 9 | |
| Application of proceeds of sale | 10 | |
| 5 | Calls on Shares and forfeiture | 10 |
| Power to make calls and effect of calls | 10 | |
| Time when call made | 10 | |
| Liability of joint holders | 11 | |
| Interest on unpaid calls | 11 | |
| Deemed calls | 11 | |
| Power to accept early payment | 11 | |
| Power to make different arrangements at time of issue of Shares | 11 | |
| Notice of default | 11 | |
| Forfeiture or surrender of Shares | 12 | |
| Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender | 12 | |
| Effect of forfeiture or surrender on former Member | 12 | |
| Evidence of forfeiture or surrender | 13 | |
| Sale of forfeited or surrendered Shares | 13 | |
| 6 | Transfer of Shares | 13 |
| Right to transfer | 13 | |
| Suspension of transfers | 14 | |
| Company may retain instrument of transfer | 14 | |
| Notice of refusal to register | 14 | |
| 7 | Transmission of Shares | 14 |
| Persons entitled on death of a Member | 14 | |
| Registration of transfer of a Share following death or bankruptcy | 14 | |
| Indemnity | 15 | |
| Rights of person entitled to a Share following death or bankruptcy | 15 | |
| 8 | Alteration of capital | 15 |
| Increasing, consolidating, converting, dividing and cancelling share capital | 15 | |
| Dealing with fractions resulting from consolidation of Shares | 16 | |
| Reducing share capital | 16 | |
| 9 | Redemption and purchase of own Shares | 16 |
| Power to issue redeemable Shares and to purchase own Shares | 16 | |
| Power to pay for redemption or purchase in cash or in specie | 17 | |
| Effect of redemption or purchase of a Share | 17 | |
| 10 | Meetings of Members | 18 |
| Annual and extraordinary general meetings | 18 | |
| Power to call meetings | 18 | |
| Content of notice | 19 | |
| Period of notice | 19 | |
| Persons entitled to receive notice | 19 | |
| Accidental omission to give notice or non-receipt of notice | 20 | |
| 11 | Proceedings at meetings of Members | 20 |
| Quorum | 20 | |
| Lack of quorum | 20 | |
| Chairman | 21 | |
| Right of a Director to attend and speak | 21 | |
| Accommodation of Members at meeting | 21 | |
| Security | 21 | |
| Adjournment | 22 | |
| Method of voting | 22 | |
| Outcome of vote by show of hands | 22 | |
| Withdrawal of demand for a poll | 22 | |
| Taking of a poll | 22 | |
| Chairman's casting vote | 23 | |
| Written resolutions | 23 | |
| Sole-Member Company | 24 | |
| 12 | Voting rights of Members | 25 |
| Right to vote | 25 | |
| Rights of joint holders | 25 |
| Representation of corporate Members | 25 | |
| Member with mental disorder | 26 | |
| Objections to admissibility of votes | 26 | |
| Form of proxy | 26 | |
| How and when proxy is to be delivered | 27 | |
| Voting by proxy | 28 | |
| 13 | Number of Directors | 29 |
| 14 | Appointment, disqualification and removal of Directors | 29 |
| First Directors | 29 | |
| No age limit | 29 | |
| Corporate Directors | 29 | |
| No shareholding qualification | 29 | |
| Appointment of Directors | 29 | |
| Board's power to appoint Directors | 29 | |
| Removal of Directors | 30 | |
| Resignation of Directors | 30 | |
| Termination of the office of Director | 30 | |
| 15 | Alternate Directors | 31 |
| Appointment and removal | 31 | |
| Notices | 31 | |
| Rights of alternate Director | 31 | |
| Appointment ceases when the appointor ceases to be a Director | 32 | |
| Status of alternate Director | 32 | |
| Status of the Director making the appointment | 32 | |
| 16 | Powers of Directors | 32 |
| Powers of Directors | 32 | |
| Directors below the minimum number | 33 | |
| Appointments to office | 33 | |
| Provisions for employees | 34 | |
| Exercise of voting rights | 34 | |
| Remuneration | 34 | |
| Disclosure of information | 34 | |
| 17 | Delegation of powers | 35 |
| Power to delegate any of the Directors' powers to a committee | 35 | |
| Local boards | 35 | |
| Power to appoint an agent of the Company | 36 | |
| Power to appoint an attorney or authorised signatory of the Company | 36 | |
| Borrowing Powers | 36 | |
| Corporate Governance | 37 | |
| 18 | Meetings of Directors | 37 |
| Regulation of Directors' meetings | 37 | |
| Calling meetings | 37 |
| Notice of meetings | 37 | |
| Use of technology | 37 | |
| Quorum | 37 | |
| Chairman or deputy to preside | 38 | |
| Voting | 38 | |
| Recording of dissent | 38 | |
| Written resolutions | 38 | |
| Validity of acts of Directors in spite of formal defect | 39 | |
| 19 | Permissible Directors' interests and disclosure | 39 |
| 20 | Minutes | 40 |
| 21 | Accounts and audit | 41 |
| Auditors | 41 | |
| 22 | Record dates | 41 |
| 23 | Dividends | 42 |
| Source of dividends | 42 | |
| Declaration of dividends by Members | 42 | |
| Payment of interim dividends and declaration of final dividends by Directors | 42 | |
| Apportionment of dividends | 43 | |
| Right of set off | 43 | |
| Power to pay other than in cash | 43 | |
| How payments may be made | 43 | |
| Dividends or other monies not to bear interest in absence of special rights | 44 | |
| Dividends unable to be paid or unclaimed | 44 | |
| 24 | Capitalisation of profits | 44 |
| Capitalisation of profits or of any share premium account or capital redemption reserve; | 44 | |
| Applying an amount for the benefit of Members | 45 | |
| 25 | Share Premium Account | 45 |
| Directors to maintain share premium account | 45 | |
| Debits to share premium account | 45 | |
| 26 | Seal | 46 |
| Company seal | 46 | |
| Duplicate seal | 46 | |
| When and how seal is to be used | 46 | |
| If no seal is adopted or used | 46 | |
| Power to allow non-manual signatures and facsimile printing of seal | 46 | |
| Validity of execution | 46 | |
| 27 | Indemnity | 47 |
| Release | 47 | |
| Insurance | 48 | |
| 28 | Notices | 48 |
| Form of notices | 48 | |
| Electronic communications | 48 | |
| Persons entitled to notices | 49 | |
| Persons authorised to give notices | 50 | |
| Delivery of written notices | 50 | |
| Joint holders | 50 | |
| Signatures | 50 | |
| Giving notice to a deceased or bankrupt Member | 50 | |
| Date of giving notices | 51 | |
| Saving provision | 51 | |
| 29 | Authentication of Electronic Records | 51 |
| Application of Articles | 51 | |
| Authentication of documents sent by Members by Electronic means | 51 | |
| Authentication of document sent by the Secretary or Officers of the Company by Electronic means | 52 | |
| Manner of signing | 52 | |
| Saving provision | 52 | |
| 30 | Transfer by way of continuation | 53 |
| 31 | Winding up | 53 |
| Distribution of assets in specie | 53 | |
| No obligation to accept liability | 54 | |
| 32 | Amendment of Memorandum and Articles | 54 |
| Power to change name or amend Memorandum | 54 | |
| Power to amend these Articles | 54 |
Companies Act (Revised)
Company Limited by Shares
Third Amended and Restated Articles of Association
Virax Biolabs Group Limited
(adopted by special resolution passed on 6 December 2023 and effective on 18 December 2023)
1 Definitions, interpretation and exclusion of Table A
1.1 In these Articles, the following definitions apply:
Act means the Companies Act (Revised) of the Cayman Islands, including any statutory modification or re-enactment thereof for the time being in force;
Articles means, as appropriate:
(a) these articles of association as amended from time to time: or
(b) two or more particular articles of these Articles;
and Article refers to a particular article of these Articles;
Auditors means the auditor or auditors for the time being of the Company;
Board means the board of Directors from time to time;
Business Day means a day when banks in Grand Cayman, the Cayman Islands are open for the transaction of normal banking business and for the avoidance of doubt, shall not include a Saturday, Sunday or public holiday in the Cayman Islands;
Cayman Islands means the British Overseas Territory of the Cayman Islands;
Clear Days, in relation to a period of notice, means that period excluding:
(a) the day when the notice is given or deemed to be given; and
(b) the day for which it is given or on which it is to take effect;
Commission means Securities and Exchange Commission of the United States of America or other federal agency for the time being administering the U.S. Securities Act;
Company means the above-named company;
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Default Rate means ten per cent per annum;
Designated Stock Exchanges means NASDAQ Capital Market in the United States of America for so long as the Company's Shares are there listed and any other stock exchange on which the Company's Shares 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 on the Designated Stock Exchanges;
Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;
Electronic has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised) of the Cayman Islands;
Fully Paid Up means:
(a) in relation to a Share with par value, means that the par value for that Share and any premium payable in respect of the issue of that Share, has been fully paid or credited as paid in money or money's worth; and
(b) in relation to a Share without par value, means that the agreed issue price for that Share has been fully paid or credited as paid in money or money's worth;
General Meeting means a general meeting of the Company duly constituted in accordance with the Articles;
Independent Director means a Director who is an independent director as defined in the Designated Stock Exchange Rules as determined by the Board;
Member means any person or persons entered on the register of Members from time to time as the holder of a Share;
Memorandum means the memorandum of association of the Company as amended from time to time;
month means a calendar month;
Officer means a person appointed to hold an office in the Company including a Director, alternate Director or liquidator and excluding the Secretary;
Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members
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entitled to vote. The expression also includes a written resolution passed by the requisite majority in accordance with Article 11.19.
Partly Paid Up means:
(a) in relation to a Share with par value, that the par value for that Share and any premium payable in respect of the issue of that Share, has not been fully paid or credited as paid in money or money's worth; and
(b) in relation to a Share without par value, means that the agreed issue price for that Share has not been fully paid or credited as paid in money or money's worth;
Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Share means an ordinary share of US$0.001 par value each in the capital of the Company and the expression:
(a) includes stock (except where a distinction between shares and stock is expressed or implied); and
(b) where the context permits, also includes a fraction of a Share;
Special Resolution means a resolution of a General Meeting or a resolution of a meeting of the holders of any class of Shares in a class meeting duly constituted in accordance with the Articles in each case passed by a majority of not less than two-thirds of Members who (being entitled to do so) vote in person or by proxy at that meeting. The expression includes a unanimous written resolution;
Treasury Shares means Shares held in treasury pursuant to the Act and Article 2.12; and
U.S. 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.
1.2 In the interpretation of these Articles, the following provisions apply unless the context otherwise requires:
(a) A reference in these Articles to a statute is a reference to a statute of the Cayman Islands as known by its short title, and includes:
(i) any statutory modification, amendment or re-enactment; and
(ii) any subordinate legislation or regulations issued under that statute.
Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.
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(b) Headings are inserted for convenience only and do not affect the interpretation of these Articles, unless there is ambiguity.
(c) If a day on which any act, matter or thing is to be done under these Articles is not a Business Day, the act, matter or thing must be done on the next Business Day.
(d) A word which denotes the singular also denotes the plural, a word which denotes the plural also denotes the singular, and a reference to any gender also denotes the other genders.
(e) A reference to a person includes, as appropriate, a company, trust, partnership, joint venture, association, body corporate or government agency.
(f) Where a word or phrase is given a defined meaning another part of speech or grammatical form in respect to that word or phrase has a corresponding meaning.
(g) All references to time are to be calculated by reference to time in the place where the Company's registered office is located.
(h) The words written and in writing include all modes of representing or reproducing words in a visible form, but do not include an Electronic Record where the distinction between a document in writing and an Electronic Record is expressed or implied.
(i) The words including, include and in particular or any similar expression are to be construed without limitation.
1.3 The headings in these Articles are intended for convenience only and shall not affect the interpretation of these Articles.
Exclusion of Table A Articles
1.4 The regulations contained in Table A in the First Schedule of the Act and any other regulations contained in any statute or subordinate legislation are expressly excluded and do not apply to the Company.
Power to issue Shares and options, with or without special rights
2.1 Subject to the provisions of the Act and these Articles about the redemption and purchase of the Shares, the Directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued Shares to such persons, at such times and on such terms and conditions as they may decide. No Share may be issued at a discount except in accordance with the provisions of the Act.
2.2 Without limitation to the preceding Article, the Directors may so deal with the unissued Shares:
(a) either at a premium or at par; or
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