KINGWELL GROUP LIMITED (Stock Code: 1195) announced the adoption of its Third Amended and Restated Memorandum and Articles of Association, effective by a Special Resolution at its annual general meeting on December 3, 2025. The official document is published in both English and Chinese, with the English version prevailing in case of inconsistency.

According to the updated Memorandum, the registered share capital is HK$600,000,000, comprising 5,000,000,000 ordinary shares at HK$0.10 each and 100,000,000 convertible preferred shares at HK$1.00 each. The new Articles clarify the structure of share capital, procedures for varying share rights, and provisions regarding share certificates, transfers, calls on shares, and forfeiture requirements.

The revised governance framework also provides details on board composition, directors’ duties, and matters relating to general meetings, voting rights, notice periods, and dividend distribution rules. A separate schedule in the document specifies the rights and obligations attached to the convertible preferred shares, including conversion procedures and anti-dilution adjustments.

The amended Memorandum and Articles outline policies for maintaining registers of members and directors, handling corporate records, and arranging potential winding-up scenarios. The Company states that these revisions are intended to align with applicable laws under the Cayman Islands Companies Act (as revised) and relevant Listing Rules.