GenFleet Therapeutics (Shanghai) Inc. (referred to below as GenFleet Inc.) has released its updated Articles of Association. This revision was considered and approved at an extraordinary general meeting held on February 9, 2026, and covers essential provisions concerning share capital, corporate governance, and liquidation procedures.
Under the new framework, GenFleet Inc. confirms a total share capital of 370,366,630 ordinary shares. The revised document specifies that unlisted shares may be converted into H Shares for listing on overseas exchanges, following regulatory filings. The Articles of Association also outline procedures for share issuance, repurchase, and any future adjustments to share capital.
On the governance side, the revised document elaborates on the powers of the general meeting and the Board. It stipulates that the Board must convene meetings at least four times a year, with extraordinary meetings permitted under urgent circumstances. Directors are assigned explicit obligations of diligence and loyalty, including the avoidance of conflicts of interest. Additionally, new clauses address the appointment, duties, and responsibilities of key executives, with emphasis on ensuring that the company’s business and financial practices align with relevant laws and regulations.
Financial and accounting systems are also clarified. The updated text requires the company to allocate not less than 10% of after-tax profit to statutory reserve funds until the total reserve exceeds 50% of registered capital. It further provides guidelines for profit distribution timelines and details for drawing on reserve funds to cover future losses or expand operations.
The revised Articles of Association address scenarios for merger, division, and capital changes, along with a detailed liquidation process in the event of dissolution. GenFleet Inc. states that any major transaction or proposed liquidation requires notifying creditors and, where necessary, submitting filing documents to relevant authorities.
According to the announcement, GenFleet Inc.’s H Shares were listed on The Stock Exchange of Hong Kong Limited on September 19, 2025. The updated Articles of Association are said to comply with both domestic regulations and Hong Kong listing requirements and became effective upon approval at the company’s meeting. Shareholders and creditors are advised to refer to the complete document for further details on corporate structure and board operations.