Genimous Technology to adjust capital structure, governance, and provide guarantees

Genimous Technology's board of directors has approved the cancellation and reduction of 5,500,000 shares from its 2024 repurchase plan, reducing the total share capital from 1,265,289,215 shares to 1,259,789,215 shares. This capital reduction will be submitted for shareholder approval. Concurrently, the company will increase its board from five to seven directors, including the addition of an independent director, and update its articles of association to reflect these changes.

The company will also revise several governance documents, including the decision-making system for connected transactions, the securities investment management system, the external guarantee management system, the raised capital management methods, and the internal reporting system for significant information. These updates aim to align with the latest regulatory requirements, strengthen internal controls, and enhance investor protection. A shareholder meeting is scheduled for October 27, 2025, to vote on these proposals.

In a separate move, Genimous Technology plans to provide a joint and several liability guarantee of 400 million yuan for its wholly-owned and indirectly controlled subsidiaries with Baidu until December 31, 2027, supporting their operational growth. This guarantee, considered a connected transaction, will also be presented for shareholder approval due to the subsidiaries' recent high asset-liability ratios.