Kasen International Updates Constitutional Documents; Enhances Share Capital Structure and Electronic Governance Framework

Bulletin Express
May 29

Kasen International Holdings Limited (“Kasen International”) has adopted a Third Amended and Restated Memorandum and Articles of Association, approved by special resolutions on 24 September 2005 (effective 20 October 2005) and further amended on 29 May 2026. Key points are outlined below:

1. Share Capital • Authorised share capital is set at US$40.00 million, divided into 266.67 billion ordinary shares of US$0.00015 par value each. • The Board is empowered to issue, repurchase, redeem and hold treasury shares, and may provide financial assistance for share purchases if permitted by law. • Shares may be issued with preferential, deferred or restricted voting rights and may be held in certificated or uncertificated form via approved electronic systems.

2. Electronic & Hybrid Meeting Provisions • General meetings can be conducted as physical, hybrid or fully electronic meetings, with attendance and voting permissible through recognised electronic facilities. • The Board may postpone or adjourn meetings, set multiple “Meeting Locations”, and implement security measures for orderly conduct, including electronic authentication and real-time communication tools.

3. Uncertificated Securities & Electronic Processes • The company can issue and transfer shares through Hong Kong’s Uncertificated Securities Market (USM) regime, Central Clearing and Settlement System (CCASS) or other SFC-approved electronic platforms. • Electronic instructions for dividend elections, proxy voting, and other corporate actions are expressly permitted.

4. Dividend Flexibility • Dividends may be paid in cash, by distribution of assets, or via scrip dividends. • The Board can capitalise reserves to satisfy dividend payments in shares and may offer shareholders the choice between cash and share consideration.

5. Board Powers and Composition • No maximum number of directors is stipulated; the minimum remains two. • Directors may hold executive offices, earn additional remuneration for extra services and are indemnified against liabilities except in cases of fraud or dishonesty. • Conflicts of interest are regulated: directors must declare material interests, and voting restrictions apply where close associates are involved.

6. Modernised Notice & Communication • Notices, financial reports, and other corporate communications can be delivered by electronic means, website publication or traditional mail, aligning with Hong Kong Listing Rules. • Members may register an electronic address for receipt of official documents.

7. Subscription Rights Reserve • A dedicated reserve is mandated to ensure warrants can be exercised if the subscription price falls below par value, safeguarding shareholder dilution mechanics.

8. Enhanced Shareholder Protection • The updated Articles codify procedures for untraceable shareholders, lien enforcement, forfeiture of shares, and handling of fractional entitlements in corporate actions.

9. Winding-Up and Indemnity • A special resolution is required for voluntary winding-up. • Directors, officers and auditors are indemnified from liabilities incurred in executing their duties, barring fraud or dishonesty.

10. Financial Year and Audit • The company’s financial year ends on 31 December. • Annual accounts must be audited and presented to shareholders; auditors are appointed by ordinary resolution at the annual general meeting.

The revised governance framework aligns Kasen International with evolving regulatory requirements, facilitates digital shareholder engagement and provides the Board with greater flexibility in capital management and corporate administration.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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