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Kindstar Globalgene Technology, Inc. Proxy Solicitation & Information Statement 2025
51188_rns_2025-04-24_45a0f63c-5633-4dbd-9904-42e470226926.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Kindstar Globalgene Technology, Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Kindstar Globalgene Technology, Inc.
康聖環球基因技術有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 9960)
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES AND
SELL TREASURY SHARES
AND
PROPOSED PAYMENT OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of Kindstar Globalgene Technology, Inc. to be held by way of virtual meeting on Thursday, June 5, 2025 at 10:00 a.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the Vistra eVoting Portal, as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, June 3, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.kindstar.com.cn).
References to time and dates in this circular are to Hong Kong time and dates.
April 25, 2025
CONTENTS
Page
Special Arrangements for the Annual General Meeting 1
Definitions 3
Letter from the Board
1. Introduction 5
2. Proposed Re-election of Directors 6
3. Proposed Granting of General Mandate to Repurchase Shares 6
4. Proposed Granting of General Mandate to Issue Shares and Sell Treasury Shares. 7
5. Proposed Payment of Final Dividend 7
6. Annual General Meeting and Proxy Arrangement 7
7. Responsibility Statement 8
8. Recommendation 8
Appendix I - Details of the Directors Proposed to be Re-elected at the Annual General Meeting 9
Appendix II - Explanatory Statement on the Share Repurchase Mandate 14
Notice of Annual General Meeting 18
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SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
The Annual General Meeting will be held by way of a virtual meeting and the Shareholders will not be able to attend the Annual General Meeting in person.
Shareholders wishing to attend and vote at the Annual General Meeting virtually via the Vistra eVoting Portal should follow the instructions by using the designated URL and the login details provided on the notification letter (the "Notification Letter") to be sent together with this Circular, on how to access the webcast. The Shareholders can view, listen and ask questions at the live webcast of the Annual General Meeting via electronic means. You will be able to access the live webcast at the start of the Annual General Meeting until its conclusion. Shareholders MUST NOT forward the URL and your login details to other persons who are not the Shareholders and who are not entitled to attend the Annual General Meeting.
Shareholders who wish to attend the Annual General Meeting and exercise their voting rights can be achieved in one of the following ways:
(1) attend the Annual General Meeting electronically via the Vistra eVoting Portal which enables live streaming and interactive platform for submitting questions and voting online; or
(2) appoint the chairman of the Annual General Meeting or other persons as your proxy by providing their email address for receiving the designated log-in username and password to attend and vote on your behalf via the Vistra eVoting Portal.
Your proxy's authority and instruction will be revoked if you attend and vote at the Annual General Meeting in person or via the Vistra eVoting Portal.
If your proxy (except when the chairman of the Annual General Meeting is appointed as proxy) wishes to attend the Annual General Meeting and vote online, you must provide a valid email address on the proxy form for the necessary arrangements. If no email address is provided, your proxy cannot attend the Annual General Meeting and vote online. The email address provided will be used by the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending and voting at the Annual General Meeting via the Vistra eVoting Portal. If your proxy has not received the login details by email by 5:00 p.m. on Wednesday, June 4, 2025, you should contact the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited by email to [email protected] or via eVoting Hotline at +852 2975 0928 during business hours (9:00 a.m. to 5:00 p.m., Monday to Friday, excluding public holidays in Hong Kong) for the necessary arrangements. Shareholders can refer to the notice of the Annual General Meeting and the Online Meeting User Guide (by scanning the QR code as printed on the Notification Letter) in relation to attending the Annual General Meeting by electronic means.
Completion and return of the form of proxy will not preclude you from attending and voting in person or via the Vistra eVoting Portal at the Annual General Meeting or any adjournment thereof (as the case may be) should you so wish and in such event, the form of proxy shall be deemed to be revoked.
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SPECIAL ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING
Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the Annual General Meeting, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements. You will be asked to provide your email address which will be used by the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending the Annual General Meeting electronically in the Vistra eVoting Portal.
If you have any questions relating to the arrangement of the Annual General Meeting, please contact the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited by email to [email protected] or via eVoting Hotline at +852 2975 0928 during business hours (9:00 a.m. to 5:00 p.m., Monday to Friday, excluding public holidays in Hong Kong) for assistance.
Shareholders are advised to check the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.kindstar.com.cn) for, if any, the latest announcement and information relating to the Annual General Meeting.
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting” the annual general meeting of the Company to be held on Thursday, June 5, 2025 at 10:00 a.m. by way of virtual meeting, to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 22 of this circular, or any adjournment thereof
“Articles of Association” the eleventh amended and restated memorandum and articles of association of the Company adopted and become effective on June 5, 2024, as amended from time to time
“Board” the board of Directors
“CCASS” has the meaning ascribed to it under the Listing Rules
“Company” Kindstar Globalgene Technology, Inc. 康聖環球基因技術有限公司, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China
“Issuance Mandate” a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares and/or to sell or transfer treasury Shares (if any) of not exceeding 20% of the total number of issued shares of the Company (excluding treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
“Latest Practicable Date” April 22, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular
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DEFINITIONS
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time
"Post-IPO RSU Scheme"
the post-IPO restricted share unit scheme adopted by the Company on June 22, 2021
"PRC" or "China"
the People's Republic of China
"Share(s)"
ordinary shares of US$0.00025 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
"Share Repurchase Mandate"
a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
The Codes on Takeovers and Mergers and Share Buybacks approved by the Securities and Futures Commission as amended from time to time
"treasury Shares"
has the meaning ascribed to it under the Listing Rules
"%"
per cent
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LETTER FROM THE BOARD
康圣环球
Kindstar Global
Kindstar Globalgene Technology, Inc.
康聖環球基因技術有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 9960)
Executive Directors:
Dr. Huang Shiang
Mr. Tu Zanbing
Ms. Chai Haijie
Non-executive Directors:
Mr. Huang Zuie-Chin
Mr. Peng Wei
Ms. Huang Lu
Independent Non-executive Directors:
Dr. Yao Shanglong
Dr. Xia Xinping
Mr. Gu Huaming
Registered Office:
P.O. Box 472, 2nd Floor
Harbour Place, 103 South Church Street
George Town, Grand Cayman KY1-1106
Cayman Islands
Headquarters and Principal Place of Business in the PRC:
Biolake D2-1, 666 Gaoxin Road
East Lake High Tech Zone
Wuhan, Hubei
PRC
Principal Place of Business in Hong Kong:
Room 1920, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay, Hong Kong
April 25, 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS
AND
PROPOSED GRANTING OF GENERAL MANDATES TO
REPURCHASE SHARES AND TO ISSUE SHARES AND
SELL TREASURY SHARES
AND
PROPOSED PAYMENT OF FINAL DIVIDEND
AND
NOTICE OF ANNUAL GENERAL MEETING
- INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on Thursday, June 5, 2025.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 16.19 of the Articles of Association, the number of Directors retiring by rotation at each annual general meeting shall not be less than one-third of the Directors for the time being, and any retiring Director shall be eligible for re-election at the same annual general meeting. Accordingly, Dr. Huang Shiang, Ms. Chai Haijie and Mr. Peng Wei, as executive Directors/non-executive Director (as the case may be) shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.
Biography details of the Directors to be re-elected at the Annual General Meeting that are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.
The nomination committee of the Company (the "Nomination Committee") has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board diversity policy and the Company's corporate strategy. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors who are due to retire at the Annual General Meeting.
The Company considers that the retiring Directors will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on June 5, 2024, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,040,723,296 Shares (including 7,064,000 treasury Shares). In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company (excluding Treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 103,365,929 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
LETTER FROM THE BOARD
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES AND SELL TREASURY SHARES
At the annual general meeting of the Company held on June 5, 2024, a general mandate was granted to the Directors to issue Shares and sell treasury Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. As at the Latest Practicable Date, the issued share capital of the Company comprised 1,040,723,296 Shares (including 7,064,000 treasury Shares). In order to give the Company the flexibility to issue Shares and/or to sell or transfer treasury Shares (if any) if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares and/or to sell or transfer treasury Shares (if any) of not exceeding 20% of the total number of issued Shares of the Company (excluding treasury Shares, if any) as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 206,731,859 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.
5. PROPOSED PAYMENT OF FINAL DIVIDEND
At the Board meeting held on March 28, 2025, the Board recommended the payment of a final dividend of HK$0.0238 per Share for the year ended December 31, 2024. The proposed final dividend will be payable to the Shareholders on or before Wednesday, August 27, 2025, whose names appear on the register of members of the Company on Friday, June 13, 2025 (the "Record Date"). The recommendation of payment of the final dividend is subject to the Shareholders' approval at the Annual General Meeting.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular.
Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll, save that the chairman of the meeting may, pursuant to the Listing Rules, allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.kindstar.com.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or via the Vistra eVoting Portal, as soon
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LETTER FROM THE BOARD
as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, June 3, 2025) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish and, in such event the proxy form should be deemed to be revoked. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the Annual General Meeting.
As at the Latest Practicable Date, the Company holds 7,064,000 Shares which have been repurchased and retained as treasury Shares, the holders of which are not entitled to vote on the resolutions to be proposed at the AGM.
The trustee (the "Trustee") of the Post-IPO RSU Scheme of the Company shall abstain from voting all unvested Shares held by it under the Post-IPO RSU Scheme on any matter that require Shareholders' approval under the Listing Rules unless otherwise required by law to vote in accordance with the beneficial owner's direction and such a direction is given. Therefore, the Trustee will abstain from voting on all resolutions to be proposed at the AGM.
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, save as disclosed above, no Shareholder is required to abstain from voting on any resolution to be proposed at the Annual General Meeting.
7. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
8. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors, granting of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
For and on behalf of the Board
Kindstar Globalgene Technology, Inc.
康聖環球基因技術有限公司
HUANG Shiang
Chairman
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) DR. HUANG SHIANG, EXECUTIVE DIRECTOR
Dr. Huang Shiang (黄士昂), aged 66, was appointed as a Director on February 22, 2011, and re-designated as our executive Director on February 8, 2021. Dr. Huang was also appointed as the Chief Medical Officer on September 30, 2020 and as the Chairman and Chief Executive Officer on February 8, 2021. Dr. Huang founded our Group in 2003 and is the chairman of the Nomination Committee of the Company. He is responsible for overall strategic planning and business direction of our Group and management of our Company.
Dr. Huang has over 37 years of experience in medical practice, research, diagnosis and management. Dr. Huang started his career at Union Hospital affiliated to Tongji Medical University (同濟醫科大學附屬協和醫院) (currently known as "Union Hospital affiliated to Tongji Medical College of Huazhong University of Science and Technology (華中科技大學同濟醫學院附屬協和醫院)", "Union Hospital") in June 1986, where he served as a resident doctor and later served as an attending doctor. From June 1989 to April 1994, Dr. Huang served as a visiting research scientist and later as a research scientist at Becton Dickinson Immunocytometry Systems in the United States. From July 1994 to 1995, Dr. Huang worked as a senior scientist at Applied Imaging Corporation. From 1995 to 1998, Dr. Huang served as an associate project scientist at UCSD Cancer Center. From 2000 to June 2001, Dr. Huang worked as a vice president and chief technology officer at W.B. Technologies, Inc. Dr. Huang has been working at the Union Hospital since 2001 as a distinguished professor and later as a professor.
Dr. Huang received his Bachelor of Sciences in Medicine from Wuhan Medical College (武漢醫學院) (currently known as "Tongji Medical College of Huazhong University of Science and Technology (華中科技大學同濟醫學院)") and his Master of Medicine from Tongji Medical University (同濟醫科大學) (currently known as "Tongji Medical College of Huazhong University of Science and Technology (華中科技大學同濟醫學院)") in Wuhan, Hubei Province, the PRC, in August 1983 and July 1986, respectively. He has become a registered practicing physician in Mainland China since May 1999.
Dr. Huang currently holds directorship in the following major subsidiaries and operating entities of our Group: Wuhan Kindstar Medical Laboratory Co., Ltd. (武漢康聖達醫學檢驗所有限公司), Beijing Hightrust Medical Laboratory Co., Ltd. (北京海思特醫學檢驗實驗室有限公司), Shanghai SimpleGene Medical Laboratory Co., Ltd. (上海新培晶醫學檢驗所有限公司), Chengdu Wenjiang Kangshengyou Medical Internet Hospital Co., Ltd. (成都溫江康聖友醫互聯網醫院有限公司) and Wuhan Kindstar Biotechnology Co., Ltd. (武漢康聖貝泰生物科技有限公司).
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Dr. Huang is the spouse of Ms. Guo Gui-Rong (“Ms. Guo”) and father of Mr. Huang Bo, substantial Shareholders of the Company, who owns 14.07% and 9.54% of the issued share capital of the Company respectively.
Pursuant to a service contract, Dr. Huang has been appointed as an executive Director of the Company commenced from June 22, 2021 which may be terminated by either party giving at least three months’ written notice. Dr. Huang is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Dr. Huang is entitled to receive an annual salary of RMB860,831. The emoluments of Dr. Huang are determined by the Board by reference to his performance, experience and responsibilities and the Company’s remuneration policy.
As at the Latest Practicable Date, Dr. Huang had or was deemed to have interests in 146,425,868 Shares and underlying Shares pursuant to Part XV of the SFO. Dr. Huang, being the spouse of Ms. Guo, is also deemed to be interested in the total number of the Shares Ms. Guo holds or is interested in. Perfect Tactic Group Limited (“Perfect Tactic”) is a company incorporated in the BVI held as to 99.8% by Infinite Prosperity Holdings LLC (“Infinite Prosperity”), wholly owned by Jackson Hole Trust Company (“Jackson Hole”), and 0.2% by Kindstar Rui An Medical Technology Company Limited (康聖瑞安醫學技術有限公司) (“Kindstar Rui An”), respectively. Infinite Prosperity is wholly owned by Jackson Hole Trust Company (“Jackson Hole”), the trustee to the Shiang Huang Family Trust which was established by Dr. Huang as settlor. Kindstar Rui An is indirectly wholly owned by Dr. Huang. Jackson Hole is the trustee to the Shiang Huang Family Trust which was established by Dr. Huang as settlor. The Shiang Huang Family Trust is a discretionary trust and the beneficiaries of which includes Dr. Huang and his family members who are this associates, and their lineal descendants. Under the trust deed of the Shiang Huang Family Trust, for so long as the Jackson Hole holds or controls any shares in Perfect Tactic, all voting rights with respect to investment decisions attaching thereto will be exercised by Mr. Huang Bo as investment advisor to the Shiang Huang Family Trust. Accordingly, Dr. Huang is deemed to be interested in 50,937,896 Shares held by Jackson Hole by virtue of the SFO.
According to voting proxy arrangements dated April 28, 2021, January 1, 2017 and November 2, 2020, Ms. Guo has effective control over the voting rights attached the Shares held by each of Perfect Tactic Group Limited, Mr. Chen Zhong (“Mr. Chen”) and Ever Prospect Global Limited. Accordingly, Ms. Guo is deemed to be interested in (i) the 48,361,508 Shares held by Perfect Tactic, (ii) 3,468,800 Shares held by Mr. Chen, and (iii) 38,624,144 Shares held by Ever Prospect. Dr. Huang, being the spouse of Ms. Guo, is deemed to be interested in the total number of Shares Ms. Guo holds or is interested in by virtue of the SFO.
Save as disclosed above, Dr. Huang (i) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (ii) does not hold any other positions in the Group nor any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Dr. Huang that need to be brought to the attention of the Shareholders.
(2) MS. CHAI HAIJIE, EXECUTIVE DIRECTOR
Ms. Chai Haijie (柴海節), aged 46, was appointed as a Director on December 4, 2020, and re-designated as our executive Director on February 8, 2021. Ms. Chai was also appointed as our chief financial officer and joint company secretary on February 8, 2021. Ms. Chai joined our Group in July 2014.
Ms. Chai has over 20 years of experience in finance and accounting. She began her career at KPMG Shanghai Office from August 2004 to September 2008. From September 2008 to November 2010, Ms. Chai served as a senior accountant in the Ernst & Young Hua Ming Wuhan Branch. From December 2010 to November 2012, Ms. Chai worked as the chief financial officer of Hubei Grand Trio Investment Management Co., Ltd. (湖北鴻鼎投資管理有限公司). She subsequently worked at Wuhan Yuansheng Optoelectronic Communication Industry Investment Co., Ltd. (武漢塬生光電通信產業投資有限責任公司) from May 2013 to June 2014.
Ms. Chai currently holds directorship in the following major subsidiaries and operating entities of our Group: Wuhan Kindstar Medical Laboratory Co., Ltd. (武漢康聖達醫學檢驗所有限公司) and Kindstar (Wuhan) Investment Management Co., Ltd (康聖環球(武漢)投資管理有限公司).
Ms. Chai received her Bachelor's degree in Financial Administration and her Master's degree in Business Administration from Huazhong University of Science and Technology (華中科技大學) in Wuhan, Hubei Province, the PRC, in June 2001 and June 2004, respectively. She passed the National Uniform Examination for Certified Public Accountants in March 2006 and obtained the qualification of certified public accountant from Chinese Institute of Certified Public Accountants in January 2011.
Pursuant to a service contract, Ms. Chai has been appointed as an Executive Director of the Company commencing from June 22, 2021 which may be terminated by either party giving at least three months' written notice. Ms. Chai is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Ms. Chai is entitled to receive an annual salary of RMB640,000. The emoluments of Ms. Chai are determined by the Board by reference to her performance, experience and responsibilities and the Company's remuneration policy.
As at the Latest Practicable Date, Ms. Chai had interests in 10,166,456 Shares.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Ms. Chai (i) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (ii) does not hold any other positions in the Group nor any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Chai that need to be brought to the attention of the Shareholders.
(3) MR. PENG WEI, NON-EXECUTIVE DIRECTOR
Mr. Peng Wei (彭偉), aged 38, was appointed as a Director on October 27, 2020, and re-designated as our non-executive Director on February 8, 2021.
Mr. Peng joined the Monitor Group (currently known as Monitor Deloitte) in 2008 after graduation and worked as a consultant until July 2011. Mr. Peng has served respectively as an investment manager from July 2013 to December 2015, a vice-president from January 2016 to December 2017 and a principal from January 2018 to December 2018 of Shanghai Panxin Equity Investment Management Co., Ltd. (上海磐信股權投資管理有限公司). Mr. Peng served as a principal of Tianjin Panmao Enterprise Management Partnership (Limited Partnership) (天津磐茂企業管理合夥企業(有限合夥)) from January 2019 to September 2020 and has served as a principal of Beijing Panmao Investment Management Co., Ltd (北京磐茂投資管理有限公司) since October 2020.
Mr. Peng received his Bachelor's degree in Information Engineering from Shanghai Jiaotong University (上海交通大學) in Shanghai, the PRC, in July 2008, and his Master of Business Administration from Yale University, New Haven, Connecticut, the United States in May 2013.
Pursuant to a service contract, Mr. Peng has been appointed as a non-executive Director of the Company commencing from June 22, 2021 which may be terminated by either party giving at least three months' written notice. Mr. Peng is subject to retirement by rotation and re-election at the annual general meeting at least once every three years in accordance with the Article of Association. Mr. Peng is entitled to receive an annual salary of RMB40,000. The emoluments of Mr. Peng are determined by the Board by reference to his performance, experience and responsibilities and the Company's remuneration policy.
As at the Latest Practicable Date, Mr. Peng did not have any interests or short positions in the Shares, underlying Shares and debentures (as defined under Part XV of the SFO) of the Company or any of its associated corporations pursuant to Part XV of the SFO.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Mr. Peng (i) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company, and (ii) does not hold any other positions in the Group nor any directorship in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save for the information disclosed above, there is no information to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Peng that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,040,723,296 Shares (including 7,064,000 treasury Shares).
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 1,040,723,296 Shares (including 7,064,000 treasury Shares), the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 103,365,929 Shares, representing 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders.
Shares repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a Repurchase will benefit the Company and the Shareholders.
Subject to the compliance with the Listing Rules and all applicable laws and regulations, the Company may cancel any shares it repurchased and/or hold such shares as treasury Shares for subsequent sale or transfer subject to consideration of factors including market conditions and the Group's capital management needs at the relevant time of the repurchases.
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds from the Company's internal resources, which shall be funds legally available for share repurchase in accordance with its Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange in each of the twelve months preceding and up to and including the Latest Practicable were as follows:
| Month | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| April 2024 | 1.60 | 1.41 |
| May 2024 | 1.66 | 1.51 |
| June 2024 | 1.67 | 1.47 |
| July 2024 | 1.55 | 1.25 |
| August 2024 | 1.33 | 1.11 |
| September 2024 | 1.39 | 0.93 |
| October 2024 | 1.45 | 1.16 |
| November 2024 | 1.24 | 1.10 |
| December 2024 | 1.19 | 1.06 |
| January 2025 | 1.20 | 1.05 |
| February 2025 | 1.40 | 1.11 |
| March 2025 | 1.43 | 1.24 |
| April 2025 (up to the Latest Practicable Date) | 1.40 | 1.12 |
6. GENERAL
To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
For the Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company has appropriate measures to ensure that it would not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws if those Shares were registered in the Company's own name as treasury Shares. The Company has implemented the following measures: (i) the Company would procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited (HKSCC) to vote at general meetings for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, the Company would withdraw the treasury Shares from CCASS, and either re-register them in the Company's own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
In addition, the Company has confirmed that neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
7. TAKEOVERS CODE
If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate. The Directors have no present intention to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Listing Rules.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
8. SHARE REPURCHASE MADE BY THE COMPANY
During the six months prior to the Latest Practicable Date, the Company has repurchased a total of 3,382,000 Shares of the Company on the Stock Exchange and the details are set out below.
| Date of Repurchase | No. of Shares | Price Per Share | |
|---|---|---|---|
| Highest HK$ | Lowest HK$ | ||
| 25 October 2024 | 68,000 | 1.29 | 1.25 |
| 24 October 2024 | 218,000 | 1.30 | 1.22 |
| 23 October 2024 | 173,000 | 1.33 | 1.25 |
| 22 October 2024 | 193,000 | 1.35 | 1.28 |
| 21 October 2024 | 255,000 | 1.33 | 1.29 |
| 18 October 2024 | 213,000 | 1.41 | 1.32 |
| 17 October 2024 | 105,500 | 1.40 | 1.35 |
| 16 October 2024 | 104,000 | 1.38 | 1.28 |
| 15 October 2024 | 191,500 | 1.41 | 1.27 |
| 14 October 2024 | 47,500 | 1.38 | 1.30 |
| 10 October 2024 | 209,500 | 1.43 | 1.34 |
| 09 October 2024 | 195,500 | 1.41 | 1.31 |
| 08 October 2024 | 388,000 | 1.44 | 1.32 |
| 07 October 2024 | 56,500 | 1.41 | 1.41 |
| 04 October 2024 | 146,000 | 1.39 | 1.28 |
| 03 October 2024 | 392,500 | 1.40 | 1.29 |
| 02 October 2024 | 425,500 | 1.38 | 1.33 |
NOTICE OF ANNUAL GENERAL MEETING
康圣环球
Kindstar Global
Kindstar Globalgene Technology, Inc.
康聖環球基因技術有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 9960)
Notice is hereby given that the Annual General Meeting of Kindstar Globalgene Technology, Inc. (the “Company”) will be held by way of virtual meeting on Thursday, June 5, 2025 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
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To receive the audited consolidated financial statements of the Company and the reports of the directors of the Company (“Director(s)”) and auditors of the Company for the year ended December 31, 2024.
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(a) To re-elect Dr. Huang Shiang as an executive Director of the Company.
(b) To re-elect Ms. Chai Haijie as an executive Director of the Company.
(c) To re-elect Mr. Peng Wei as a non-executive Director of the Company.
(d) To authorise the board of directors of the Company to fix the respective directors’ remuneration. -
To re-appoint Ernst & Young as the auditor of the Company and to authorize the board of directors of the Company to fix their remuneration.
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To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury Shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to compliance with the prevailing requirements of the Listing Rules and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and/or to sell or transfer treasury Shares (if any) and to make or grant offers, agreements, options and awards which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted and treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) any issue of shares under a share scheme of the Company; and
NOTICE OF ANNUAL GENERAL MEETING
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury Shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
(c) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued and treasury Shares, if any, sold or transferred or agreed conditionally or unconditionally to be sold or transferred by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall
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NOTICE OF ANNUAL GENERAL MEETING
not exceed 10% of the total number of issued shares of the Company (excluding treasury Shares, if any) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
- To declare a final dividend of HK$0.0238 per ordinary share of the Company for the year ended December 31, 2024.
Yours faithfully,
For and on behalf of the Board
Kindstar Globalgene Technology, Inc.
康聖環球基因技術有限公司
HUANG Shiang
Chairman
Hong Kong, April 25, 2025
Notes:
- Shareholders wishing to attend and vote at the Annual General Meeting virtually via the Vistra eVoting Portal should follow the instructions by using the designated URL and the login details provided on the notification letter (the "Notification Letter") to be sent together with this Circular, on how to access the webcast. The Shareholders participating in the Annual General Meeting via electronic means will be counted towards the quorum and will be able to cast their vote and view, listen and ask questions at the live webcast of the Annual General Meeting. You will be able to access the live webcast at the start of the Annual General Meeting until its conclusion. Shareholders MUST NOT forward the URL and your login details to other persons who are not the Shareholders and who are not entitled to attend the Annual General Meeting.
Shareholders who wish to attend the Annual General Meeting and exercise their voting rights can be achieved in one of the following ways:
(i) attend the Annual General Meeting electronically via the Vistra eVoting Portal which enables live streaming and interactive platform for submitting questions and voting online; or
(ii) appoint the chairman of the Annual General Meeting or other persons as your proxy by providing their email address for receiving the designated log-in username and password to attend and vote on your behalf via the Vistra eVoting Portal.
Your proxy’s authority and instruction will be revoked if you attend and vote at the Annual General Meeting in person or via the Vistra eVoting Portal.
Non-registered Shareholders whose Shares are held in the Central Clearing and Settlement System through banks, brokers, custodians or Hong Kong Securities Clearing Company Limited may also be able to attend the Annual General Meeting, vote and submit questions online. In this regard, they should consult directly with their banks, brokers or custodians (as the case may be) for the necessary arrangements. You will be asked to provide your email address which will be used by the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, for providing the login details for attending the Annual General Meeting electronically in the Vistra eVoting Portal.
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All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
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Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy (or more than one proxy if he/she is the holder of two or more shares of the Company) to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.
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In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Tuesday, June 3, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, June 2, 2025 to Thursday, June 5, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, May 30, 2025.
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For determining the entitlement to the proposed final dividend (subject to approval by the shareholders at the Annual General Meeting), the register of members of the Company will be closed from Wednesday, June 11, 2025 to Friday, June 13, 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, June 10, 2025.
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References to time and dates in this notice are to Hong Kong time and dates.
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