Nanjing Leads Biolabs Co., Ltd. (“LEADS BIOLABS-B”) published its updated Articles of Association (effective May 2026), detailing the company’s capital structure, shareholder rights and governance mechanisms ahead of its first full financial year as a Hong Kong-listed issuer.
Key points:
1. Share Capital • Registered capital is set at RMB198.89 million, divided into 198.89 million ordinary shares with a par value of RMB1 each. • Share mix comprises 45.61 million domestic unlisted shares (22.94%) and 153.28 million H-shares (77.06%) traded on the HKEX main board. • A total of 46 founding promoters subscribed for 150 million shares at incorporation; no single promoter holds more than 6.67 % of total share capital.
2. Profit Allocation & Dividend Policy • At least 10 % of annual after-tax profit will be transferred to the statutory reserve until it reaches 50 % of registered capital. • Subject to profitability and cash-flow conditions, the board targets at least one cash dividend per year; interim cash dividends may be proposed when justified. • Cash dividends to H-share investors will be declared in RMB and paid in foreign currency or RMB in accordance with exchange-control rules. • Profit distribution plans must be approved by more than half of all directors and then by shareholders; adjustments to the policy require a two-thirds shareholder vote.
3. Governance Structure • Board size fixed at nine directors with at least three independent non-executive directors. • A chairman is elected by simple majority of the board; each director serves a renewable three-year term. • Three board committees—Audit, Nomination, and Remuneration & Appraisal—assist the board; the Audit Committee must comprise a majority of non-executive directors. • The company mandates a General Manager, several deputy general managers, a Chief Financial Officer and a Board Secretary as senior management.
4. Shareholder Protection • Shareholders holding a combined 10 % stake for at least 90 consecutive days may convene an extraordinary general meeting if the board fails to act. • Connected shareholders must abstain from voting on related-party transactions; resolutions require approval by a majority of disinterested shareholders. • Any share repurchase to maintain value or for employee incentives is capped at 10 % of issued shares and must be completed or cancelled within three years.
5. Continuity & Listing Details • The company converted to a joint-stock entity in May 2025, filed with the China Securities Regulatory Commission on 30 May 2025 and listed on HKEX on 25 July 2025. • The Articles confirm that all corporate communications may be provided electronically in both Chinese and English, aligning with HKEX disclosure standards.
The revised Articles enhance transparency on capital management, dividend practice and minority-shareholder safeguards, providing a clearer governance framework for LEADS BIOLABS-B’s future operations.
Comments