Kindstar Globalgene Technology, Inc. (KINDSTAR GLOBAL; HKEX: 09960) has approved and adopted its Twelfth Amended and Restated Memorandum and Articles of Association by special resolutions passed on 5 June 2026. The revised constitutional document introduces updated capital parameters, treasury share provisions and technology-enabled meeting rules aimed at enhancing corporate flexibility and shareholder engagement.
Key amendments
1. Authorised share capital • Maintained at US$500,000, divided into 2.00 billion shares of US$0.00025 par value each. • Confirms that no bearer shares will be issued.
2. Share issuance and repurchase flexibility • Board empowered to issue shares with varied rights, including redeemable securities, subject to Hong Kong Listing Rules. • Company may repurchase its own shares or warrants and hold them as treasury shares, which are non-voting and non-dividend-bearing until disposal. • Treasury shares can be re-issued on terms determined by the Board.
3. Hybrid and electronic meetings • General meetings may be held physically, virtually or in hybrid format using authorised communication facilities. • Clear procedures introduced for meeting postponement during adverse weather or technical disruption. • Quorum for general meetings set at two members.
4. Board composition and rotation • Minimum of two directors, with one-third subject to retirement by rotation at each annual general meeting; every director faces re-election at least once every three years. • Board authorised to appoint alternate directors and to fill casual vacancies until the next annual general meeting.
5. Dividend and reserve policy • Dividends may be paid in cash or satisfied wholly or partly by share allotment via scrip dividend arrangements. • Unclaimed dividends after six years revert to the company.
6. Shareholder protections • Pre-emption rights not stipulated; Board retains discretion on allotment. • Rights of members holding at least 10% of voting shares to requisition extraordinary general meetings reaffirmed.
7. Continuation, merger and consolidation • Company may transfer by way of continuation to another jurisdiction or merge/consolidate with other entities, subject to special resolution approval.
8. Indemnification • Directors, auditors and officers indemnified against liabilities incurred in the course of their duties, excluding fraud or dishonesty.
The updated Memorandum and Articles position KINDSTAR GLOBAL to leverage treasury stock management, digital shareholder participation and streamlined governance processes while remaining compliant with Cayman Islands law and Hong Kong listing requirements.