Hong Kong Pharma Digital (NASDAQ: HKPD) announced that at its December 12, 2025 annual meeting all proposals were approved. Key corporate actions approved include: an increase of authorized share capital from US$100,000 to US$1,000,000 (100M to 1,000M shares), re-designation to Class A and Class B ordinary shares, a reverse share split/share consolidation, the repurchase of 7,150,000 Class A ordinary shares from TUTU Business Services Limited with issuance of Class B shares, adoption of a 2025 Equity Incentive Plan, re-election of five directors, appointment of Onestop Assurance PAC as auditor, and a corporate name change to Cellyan Biotechnology Co., Ltd.
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Positive
Authorized shares increased 10x to 1,000,000,000 shares
Board continuity via re-election of five directors until 2026
Equity incentive plan adopted to align management with shareholders
Negative
Reverse share split may reduce retail float and liquidity
Share class re-designation creates Class A/Class B complexity for shareholders
Repurchase of 7,150,000 shares concentrates ownership and could affect free float
News Market Reaction – HKPD
-1.84%
2 alerts
-1.84%Session close to close
-8.4%Trough Tracked
$7.82MMarket Cap
0.4xRel. Volume
In the Dec 18 session, HKPD declined 1.84%, reflecting a mild negative market reaction.
Argus tracked a trough of -8.4% from its starting point during tracking.
Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.
This announcement details that shareholders approved all 9 proposals at the 2025 AGM, including re-e...
Analysis
This announcement details that shareholders approved all 9 proposals at the 2025 AGM, including re-electing directors, appointing an auditor through the fiscal year ending March 31, 2026, sharply increasing authorized share capital to 1,000,000,000 shares, and implementing a reverse share split and share consolidation. The company is also reclassifying into Class A and Class B ordinary shares, authorizing a 7,150,000-share repurchase, adopting a 2025 Equity Incentive Plan, and changing its name, which investors can further review in the referenced Form 6-K.
Key Figures
AGM date:December 12, 2025Authorized capital (prior):US$100,000Authorized capital (new):US$1,000,000+5 more
8 metrics
AGM dateDecember 12, 20252025 annual meeting of stockholders
Authorized capital (prior)US$100,000Divided into 100,000,000 ordinary shares
Authorized capital (new)US$1,000,000Divided into 1,000,000,000 ordinary shares
Par value per shareUS$0.001Ordinary shares/Class A and Class B ordinary shares
Share repurchase size7,150,000 Class A sharesRepurchase from TUTU Business Services Limited
Fiscal year endMarch 31, 2026Audit by Onestop Assurance PAC
Director termsUntil 2026 AGMFive directors re-elected
Equity plan2025 Equity Incentive PlanAdoption and approval at 2025 AGM
Key Terms
over the counter, authorized share capital, reverse share split, share consolidation, +4 more
8 terms
over the countermedical
"a leading provider of over the counter (“OTC”) pharmaceutical cross-border..."
Over the counter describes securities, like stocks or bonds, that are bought and sold directly between dealers or through a dealer network rather than on a formal stock exchange. Think of it as a farmers’ market versus a supermarket: prices can be less visible, trades may be slower and riskier, and rules can be looser, so investors should expect wider price swings, lower liquidity, and potentially greater difficulty buying or selling large positions.
authorized share capitalfinancial
"The increase of the authorized share capital of the Company from US$100,000..."
The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.
reverse share splitfinancial
"The approval and implementation of the Reverse Share Split and Share Consolidation..."
A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.
share consolidationfinancial
"Reverse Share Split and Share Consolidation of the Company’s issued and outstanding..."
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
class a ordinary sharesfinancial
"re-classification from ordinary shares of a single class to Class A ordinary shares..."
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
class b ordinary sharesfinancial
"Class A ordinary shares and Class B ordinary shares."
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
equity incentive planfinancial
"The adoption and approval of the Hong Kong Pharma Digital Technology Holdings Limited 2025 Equity Incentive Plan;"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
independent registered public accounting firmfinancial
"The ratification of the appointment of Onestop Assurance PAC as the Company's independent registered public accounting firm..."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
HONG KONG, Dec. 17, 2025 (GLOBE NEWSWIRE) -- Hong Kong Pharma Digital Technology Holdings Limited (NASDAQ: HKPD) ("HKPD" or the "Company"), a leading provider of over the counter (“OTC”) pharmaceutical cross-border e-commerce supply chain services in Hong Kong, today announced that all proposals at the Company's 2025 annual meeting of stockholders held on December 12, 2025 local time were duly passed. The shareholders of the Company passed and approved the following proposals:
Proposal No. 1: The re-election of five directors, Chenyu Liang, Lap Sun Wong, Mike Yao Zhou, Jingyan Wu, Dr. Kam Leung Chan, each to serve until the 2026 Annual Meeting of Stockholders;
Proposal No. 2: The ratification of the appointment of Onestop Assurance PAC as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2026;
Proposal No. 3: The increase of the authorized share capital of the Company from US$100,000 divided into 100,000,000 ordinary shares of par value of $0.001 each, to US$1,000,000 divided into 1,000,000,000 ordinary shares of par value of US$0.001.
Proposal No. 4: The re-designation and re-classification from ordinary shares of a single class to Class A ordinary shares and Class B ordinary shares.
Proposal No. 5: The approval and implementation of the Reverse Share Split and Share Consolidation of the Company’s issued and outstanding Ordinary Shares.
Proposal No. 6: The Company’s name be changed from “Hong Kong Pharma Digital Technology Holdings Limited” to “Cellyan Biotechnology Co., Ltd” and the Company’s foreign name be changed from “港药数字科技控股有限公司” to “生研生物公司”.
Proposal No. 7: The fourth amended and restated memorandum and articles of association of the Company be adopted.
Proposal No. 8: The repurchase by the Company of 7,150,000 Class A Ordinary Shares registered in the name of TUTU Business Services Limited and issue of Class B Ordinary Shares;
Proposal No. 9: The adoption and approval of the Hong Kong Pharma Digital Technology Holdings Limited 2025 Equity Incentive Plan;
For the full text of the above proposals passed and approved at the 2025 AGM, refer to the Form 6-K furnished to the SEC on December 17, 2025.
About Hong Kong Pharma Digital Technology Holdings Limited
Hong Kong Pharma Digital Technology Holdings Limited offers two main categories of services: (i) OTC pharmaceutical cross-border e-commerce supply chain services through its Hong Kong subsidiary, Joint Cross Border Logistics Company Limited (“Joint Cross Border”), and (ii) OTC pharmaceutical cross-border procurement and distribution through its Hong Kong subsidiary, V-Alliance Technology Supplies Limited.
Through its engagement with OTC pharmaceutical suppliers, logistics companies, and merchants on Chinese e-commerce platforms, Joint Cross Border provides a convenient one-stop solution for Mainland Chinese customers seeking access to OTC pharmaceutical products outside Mainland China.
Joint Cross Border’s comprehensive service offerings include pre-consultation, product information review, procuring overseas OTC pharmaceutical products, enlisting products with the Hong Kong Department of Health, obtaining import and export permits, storing products, packaging, and arranging logistics and end-to-end delivery services for customers.
For more information, please visit the Company's website: www.9zt.hk.
Forward-Looking Statements
All forward-looking statements, expressed or implied, in this release are based only on information currently available to us and speak only as of the date on which they are made. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions in this release. Except as otherwise required by applicable law, we disclaim any duty to publicly update any forward-looking statement to reflect events or circumstances after the date of this release. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in our filings with the SEC. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov.
For investor and media inquiries please contact:
Hong Kong Pharma Digital Technology Holdings Limited
What corporate actions did HKPD approve at the December 12, 2025 annual meeting?
HKPD approved a 10x authorized share increase, share class re-designation, reverse share split, a 7,150,000 share repurchase, a 2025 Equity Incentive Plan, director re-elections, auditor ratification, and a name change.
How many authorized shares will HKPD have after the December 2025 change (HKPD)?
Authorized share capital increases to 1,000,000,000 ordinary shares (par value US$0.001).
What does the HKPD approved reverse share split and share consolidation mean for shareholders?
The company approved a reverse share split and consolidation of issued and outstanding ordinary shares, which will reduce share count per shareholder and may affect liquidity.
What shares did HKPD agree to repurchase at the 2025 AGM and from whom?
HKPD approved repurchasing 7,150,000 Class A ordinary shares registered in the name of TUTU Business Services Limited with issuance of Class B shares.
When will HKPD change its corporate name to Cellyan Biotechnology Co., Ltd (HKPD)?
Shareholders approved changing the company name to Cellyan Biotechnology Co., Ltd; the resolution was passed at the December 12, 2025 annual meeting.
Was HKPD's auditor ratified for fiscal year ending March 31, 2026?
Yes. Shareholders ratified the appointment of Onestop Assurance PAC as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
