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Kindstar Globalgene Technology, Inc. Proxy Solicitation & Information Statement 2026

Apr 24, 2026

51188_rns_2026-04-24_e7dfac40-841c-449f-aead-4e855ffdba87.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

康圣环球

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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 OF ANNUAL GENERAL MEETING

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 Friday, June 5, 2026 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. 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, 2025.

  2. (a) To re-elect Mr. Tu Zanbing as an executive Director.

(b) To re-elect Mr. Huang Zuie-Chin as a non-executive Director.

(c) To re-elect Ms. Huang Lu as a non-executive Director.

(d) To re-elect Dr. David Guowei Wang as a non-executive Director.

(e) To re-elect Dr. Gang Wang as an independent non-executive Director.

(f) To authorise the board of Directors to fix the respective Directors' remuneration.

  1. To re-appoint Ernst & Young as the auditor of the Company and to authorize the board of Directors to fix their remuneration.

  2. 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;


(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.”

  1. 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

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(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).”

  1. 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 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).”

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  1. To declare a final dividend of HK$0.095 per ordinary share of the Company for the year ended December 31, 2025.

SPECIAL RESOLUTION

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT:

(a) the proposed amendments to the existing eleventh amended and restated memorandum and articles of association of the Company (the “Proposed Amendments”), the details of which are set out in Appendix III to the circular of the Company dated April 24, 2026, and any ancillary or related adjustments or amendments approved by the directors of the Company be and are hereby approved;

(b) the twelfth amended and restated memorandum and articles of association of the Company (“Twelfth Amended and Restated Memorandum and Articles of Association”) incorporating and consolidating all the Proposed Amendments, a copy of which has been produced to this meeting marked “A” and signed by the chairman of this meeting for identification purpose, be and is hereby approved and adopted in substitution for and to the exclusion of the existing eleventh amended and restated memorandum and articles of association of the Company in its entirety with immediate effect after the close of this meeting; and

(c) any one of the directors of the Company be and is hereby authorized to all such deeds, acts, matters and things and execute all such documents and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the Proposed Amendments and the adoption of the Twelfth Amended and Restated Memorandum and Articles of Association, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands and Hong Kong, respectively.”

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 24, 2026


Notes:

  1. 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.

  1. 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (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.

  2. 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.

  3. 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 a.m. on Wednesday, June 3, 2026) 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.

  4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, June 2, 2026 to Friday, June 5, 2026, 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 Monday, June 1, 2026.

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  1. 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 Thursday, June 11, 2026 to Monday, June 15, 2026, 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 Wednesday, June 10, 2026.

  2. References to time and dates in this notice are to Hong Kong time and dates.

As of the date of this notice, the Board comprises Dr. HUANG Shiang, Mr. TU Zanbing and Ms. CHAI Haijie as executive Directors, Mr. HUANG Zuie-Chin, Mr. PENG Wei, Ms. HUANG Lu and Dr. David Guowei WANG as non-executive Directors, and Dr. YAO Shanglong, Dr. XIA Xinping, Mr. GU Huaming and Dr. Gang WANG as independent non-executive Directors.

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