Ping An Biomedical Co., Ltd.

PASWSEC EDGAR
6-K, Foreign issuer report
Important filing

Foreign issuer report

Exhibit: EX-99.4

FORM OF THE FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
FOURTH amended and restated MEMORANDUM OF ASSOCIATION OF Ping An Biomedical Co., Ltd.
(Adopted by Special Resolution passed on 29 October 2026)
(Adopted by Special Resolution on 29 October 2026)
1 The name of the Company is Ping An Biomedical Co., Ltd. 平安生物医药有限公司 .
2 The Company's registered office will be situated at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, 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 s ection 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 Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely:
(a) the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or
(b) insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or
(c) the business of company management without being licensed in that behalf under the Companies Management Act (Revised).
6 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.
7 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.
8 The share capital of the Company is US$12,500,000 divided into 4,900,000,000 class A ordinary shares of a par value US$0.0025 each and 100,000,000 class B ordinary shares of a par value US$0.0025 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) redeem or repurchase any of its shares;
(c) 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; and
(d) alter any of those rights, privileges, conditions, limitations or restrictions.
9 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.
FOURTH AMENDED AND RESTATED articles of association OF Ping An Biomedical Co., Ltd.
(Adopted by Special Resolution passed on 29 October 2026)
1 Definitions, interpretation and exclusion of Table A
Power to issue Shares and options, with or without special rights
Power to pay commissions and brokerage fees
Effect of new Share issue on existing class rights
Rights attaching to Treasury Shares and related matters
Renewal of lost or damaged share certificates
Authority to execute instrument of transfer
Consequences of sale of Shares to satisfy lien
Power to make different arrangements at time of issue of Shares
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender
Effect of forfeiture or surrender on former Member
Power to refuse registration for Shares not listed on a Designated Stock Exchange
Company may retain instrument of transfer
Registration of transfer of a Share following death or bankruptcy
Rights of person entitled to a Share following death or bankruptcy
Increasing, consolidating, converting, dividing and cancelling share capital
The document is long, so only its first part is shown; the full text is in the official document.

Official document

Ping An Biomedical Co., Ltd., 6-KSEC EDGAR file no. 000121390026111735
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