CARsgen Therapeutics Holdings Limited (CARsgen, 02171) has adopted its Ninth Amended and Restated Memorandum and Articles of Association following a special resolution passed on 22 May 2026. Key provisions are summarised below:
• Authorised Share Capital – Remains at US$50,000, divided into 200.00 billion shares of US$0.00000025 par value each. – Shares may be issued with preferred, deferred, qualified or other special rights; no bearer shares are permitted. – The company retains the power to repurchase or redeem its own shares, subject to Cayman Islands law and Hong Kong Listing Rules.
• Share Structure & Investor Rights – Any future creation or issue of shares ranking pari passu with an existing class does not constitute a variation of class rights. – Non-voting or restricted-voting shares must be clearly designated as such. – Warrants may be issued on terms determined by the Board; bearer warrants are prohibited while a recognised clearing house is a member.
• Board Composition & Powers – Minimum of two directors; casual vacancies may be filled by the Board, with appointees standing for re-election at the next AGM. – Directors may receive remuneration determined by shareholders or the Board and may be indemnified out of company assets against liabilities incurred in their roles. – The Board can delegate powers to committees and appoint managing or executive directors with defined authorities.
• General Meetings – An AGM must be held within six months after the financial year-end. – Extraordinary general meetings can be called by the Board or on the written request of members holding at least 10% of voting rights. – Communication facilities (e.g., video conferencing) are permitted to enable remote attendance and voting.
• Dividend Policy & Capital Management – Dividends may be paid only out of profits and reserves legally available for distribution. – Scrip dividends are permissible, allowing shareholders to elect to receive shares in lieu of cash. – Reserves may be capitalised for distribution by way of fully-paid shares or to pay up amounts on partly-paid shares.
• Continuation, Merger & Consolidation – With special-resolution approval, the company can transfer by way of continuation to another jurisdiction or merge/consolidate with other entities under Cayman Islands law.
• Winding-Up Provisions – In voluntary or court-ordered liquidation, assets may be distributed in specie with shareholder approval; excess assets after repaying paid-in capital are distributed proportionally.
The revised constitutional documents aim to align CARsgen’s governance framework with prevailing Cayman Islands regulations and Hong Kong listing requirements, while providing flexibility for future capital management and corporate actions.
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