Shanghai Iluvatar CoreX Semiconductor Co., Ltd. (Iluvatar CoreX) released its revised Articles of Association, effective 13 Jul 2026, setting out the company’s post-H-share-listing governance, capital and profit-distribution frameworks.
Key Corporate Data • Registered capital: RMB269.17 million. • Total issued shares: 269.17 million ordinary shares, comprising 259.96 million H shares and 9.22 million domestic unlisted shares. • Listing timeline: 25.43 million H shares debuted on HKEX Main Board on 08 Jan 2026; an additional 14.86 million H shares were issued on 09 Jul 2026. • Business focus: Integrated-circuit design, general-purpose GPU development, software development and related technical services. • Registered address: Room 101, Building 3, No. 2168 Chenhang Road, Minhang District, Shanghai.
Governance Architecture • Board of Directors: Nine members, including three independent non-executive directors (at least one with accounting or financial expertise and at least one ordinarily resident in Hong Kong). • Audit Committee: Three non-executive directors (two independent) assume statutory supervisory functions; an accounting professional independent director serves as convener. • Nomination & Remuneration Committees: Each comprises three directors (majority independent) overseeing board appointments and compensation policy. • Senior Management: General manager acts as legal representative; term of office is three years with reappointment permitted. Other senior executives include deputy general managers, financial controller and board secretary.
Shareholder & Capital Provisions • Each ordinary share carries one vote; cumulative voting may be used for board elections. • Shareholders holding ≥1 % for 180 consecutive days can inspect corporate books and may initiate derivative actions under prescribed conditions. • External guarantees exceeding thresholds—such as any single guarantee above 10 % of latest audited net assets or guarantees to related parties—require shareholder approval. • Shares repurchase permitted for purposes including capital reduction, employee incentives or bond conversion, subject to CSRC and HKEX rules; total treasury stock capped at 10 % of issued shares.
Profit-Distribution Policy • After covering losses and statutory reserves (10 % of annual profit until reserves reach 50 % of registered capital), remaining distributable profit will be returned to shareholders. • Priority on cash dividends; distribution to be completed within two months of shareholder approval. • Shares held by the company are non-participating in dividends.
Financial Reporting & Disclosure • Audited annual results to be announced within three months of fiscal year-end; interim results within two months of half-year. • Engagement, dismissal and remuneration of external auditors require shareholder approval; audit committee oversees financial disclosure and internal control.
Continuation & Dissolution • Dissolution triggers include term expiry, shareholder resolution, regulatory revocation or insolvency. • Directors form a liquidation committee within 15 days of dissolution events; remaining assets distributed to shareholders after liabilities are settled.
These Articles codify Iluvatar CoreX’s operational objectives—“to lead in general-purpose GPUs and enable an intelligent society”—while aligning corporate governance and disclosure practices with PRC company law and HKEX Listing Rules.
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