All Resolutions Adopted at Ping An Biomedical AGM, Paving the Way for Share Capital Restructuring

(SeaPRwire) –   HONG KONG, March 19, 2026 — Ping An Biomedical Co., Ltd (NASDAQ: PASW) (hereinafter referred to as “Ping An Bio”) announced that all five resolutions proposed at its 2026 Annual General Meeting were approved by shareholders. This grants full approval for a comprehensive restructuring of the company’s share capital, including the creation of high-vote Class B shares, a specific share exchange with a major shareholder, and a significant share consolidation.

Authorised Share Capital Changes

Through an ordinary resolution, shareholders approved amendments to the company’s authorised share capital, effective immediately (collectively, the Authorised Share Capital Changes), as follows:

(a) raising the authorised share capital from US$50,000, represented by 800,000,000 ordinary shares with a par value of US$0.0000625 each, to US$312,500, represented by 5,000,000,000 ordinary shares with a par value of US$0.0000625 each, through the creation of 4,200,000,000 new ordinary shares;

(b) re-designating 4,900,000,000 authorised ordinary shares (encompassing all currently issued ordinary shares) as 4,900,000,000 Class A ordinary shares of par value US$0.0000625 each (the Class A Shares), with the rights of the existing shares remaining identical to those of the new Class A Shares;

(c) cancelling 100,000,000 authorised but unissued ordinary shares and establishing a new class of 100,000,000 Class B ordinary shares of par value US$0.0000625 each (the Class B Shares), each carrying one hundred (100) votes;

Consequently, the company’s authorised share capital will be US$312,500, divided into 4,900,000,000 Class A ordinary shares and 100,000,000 Class B ordinary shares, each with a par value of US$0.0000625.

Adoption of Second Amended and Restated Memorandum and Articles of Association

A special resolution was passed to adopt the second amended and restated memorandum and articles of association, substantially in the form provided in Appendix 1 of the meeting notice (the Second Amended MAA). This new MAA will entirely replace the existing version once the Authorised Share Capital Changes become effective.

Share repurchase and issuance

By an ordinary resolution, shareholders authorised the Board, subject to the implementation of the Authorised Share Capital Changes and the Second Amended MAA, and upon receiving proper consent from INSPIRETECH LTD (“INSPIRETECH”), to buy back 12,250,000 fully-paid Class A Shares from INSPIRETECH. The purchase will be funded by issuing 12,250,000 new Class B Shares to INSPIRETECH. This transaction effectively swaps a portion of INSPIRETECH’s holding for high-vote shares without altering the total number of shares it holds.

Share consolidation

An ordinary resolution was approved stating that, after the Authorised Share Capital Changes and contingent on Board approval, a share consolidation (the Share Consolidation) will take effect on a date within one year of the meeting, as decided by the Board:

(d) every one thousand (1,000) issued and unissued Class A Shares, or a smaller whole number no less than two as the Board may decide, will be combined into one Consolidated Class A Share. These new shares will have equal standing and identical rights and restrictions (except for par value) to the existing Class A Shares under the Second Amended MAA;

(e) every one thousand (1,000) issued and unissued Class B Shares, or a smaller whole number no less than two as the Board may decide, will be combined into one Consolidated Class B Share. These new shares will have equal standing and identical rights and restrictions (except for par value) to the existing Class B Shares under the Second Amended MAA;

(collectively, the Share Consolidation)

(f) fractional shares resulting from the consolidation will not be issued; instead, any fractional entitlements will be rounded up to the nearest whole share;

(g) the Board is authorised to take all necessary actions to implement the Share Consolidation, including setting the final ratio and effective date, and making any required adjustments to the authorised share capital.

Amendment of Memorandum and Articles of Association reflecting Share Consolidation

A special resolution was passed to amend the relevant sections of the company’s memorandum and articles of association immediately after the Share Consolidation is completed, to accurately reflect the changes.

The Annual General Meeting took place on March 18, 2026. Shareholders of record on March 3, 2026, were eligible to vote in person or by proxy. Each ordinary share held one vote, and all five resolutions secured the required majority support, consistent with the board of directors’ unanimous recommendation.

About Ping An Biomedical Co., Ltd

Ping An Biomedical Co., Ltd. is a comprehensive supply chain management (SCM) service provider for the apparel sector. The company is also focused on pioneering innovative solutions in the healthcare and biomedical technology fields.

CONTACT: For more information, please contact:

Ping An Biomedical Co., Ltd.
Email: corpsec@pingan365.vip

Celestia Investor Relations
Email: investors@celestiair.com