Kingdee International Software Group Company Limited has adopted a Second Amended and Restated Memorandum of Association (approved 25 July 2023) and a Fourth Amended and Restated Articles of Association (effective 28 May 2026), introducing an updated corporate framework for the Hong Kong-listed software provider (stock short name: Kingdee Int’l).
Key updates and corporate parameters are as follows:
1. Share Capital • Authorised share capital is set at HK$150.00 million, divided into 6.00 billion ordinary shares of HK$0.025 each. • The company retains authority to issue, redeem or repurchase shares, hold treasury shares and vary share classes in line with Hong Kong Listing Rules and Cayman Islands law.
2. Capital Management Flexibility • The Board may declare dividends out of realised or unrealised profits and share-premium reserves, and can pay scrip or cash dividends, including scrip alternatives and special dividends. • Share buy-backs, redemptions and treasury-share holdings are expressly permitted, providing additional options for capital structure optimisation.
3. Modernised Governance Mechanisms • Hybrid and fully electronic general meetings are now sanctioned, enabling shareholders to attend, vote and speak via electronic facilities. • Notices and shareholder communications may be distributed electronically, including via the company’s website, e-mail or other approved digital channels. • The Articles allow participation and voting through electronic proxies, electronic poll submission and electronic corporate-action instructions, aligning with Hong Kong’s forthcoming Uncertificated Securities Market (USM) regime.
4. Corporate Mobility Provisions • The Memorandum empowers Kingdee Int’l to continue as a body corporate in another jurisdiction and to merge or consolidate with other entities, subject to special-resolution approval.
5. Director and Management Framework • The Board must comprise at least two directors, each subject to re-election at least once every three years. • Directors are indemnified out of company assets against liabilities incurred in performing their duties, within statutory limits. • The Board gains expanded authority to form committees, delegate powers, and appoint executive or managing directors.
6. Shareholder Protection Measures • Detailed procedures govern variation of class rights, forfeiture of shares, untraceable shareholders, and the destruction of old share documents. • Members can inspect company registers and receive financial statements or summary reports in accordance with Hong Kong and Cayman Islands regulations.
7. Financial Year and Audits • The company’s financial year ends on 31 December. • External auditors are appointed annually by ordinary resolution, and audited financial statements must be circulated to shareholders at least 21 days before each annual general meeting.
These constitutional revisions align Kingdee Int’l’s corporate governance with evolving regulatory standards, enhance operational flexibility, and facilitate digital engagement with shareholders.