JOINN Laboratories (China) Co., Ltd. has released a fully revised Articles of Association, approved by a special resolution at the 4 June 2026 annual general meeting. The document consolidates corporate governance standards, capital details and profit‐distribution rules, bringing the company’s internal framework into line with updated PRC laws and Hong Kong Listing Rules. Key points are as follows:
Corporate Identity and Capital • Registered capital is confirmed at RMB 749.35 million. • Ordinary share capital totals 749.35 million shares, of which 84.12% are domestically listed A-shares and 15.88% are H-shares listed in Hong Kong. • The company’s legal representative is the Board chair; any change must be made within 30 days of a resignation.
Share Issuance and Buy-Back • Shares have a par value of RMB 1.00 and may be issued to domestic and overseas investors. • Share repurchases are permitted for capital reduction, employee incentive plans, bond conversion and other scenarios; any treasury stock may not exceed 10 % of outstanding shares and must be cancelled or transferred within three years.
Dividend and Profit Distribution Policy • JOINN will distribute profits at least once a year when conditions allow. • If there are no major capital-expenditure plans, no less than 15 % of annual distributable profit will be paid in cash; the payout ratio rises to 20–80 % depending on growth stage, cash flow and investment needs. • Interim dividends may be declared subject to liquidity tests. • Statutory reserves are capped when reaching 50 % of registered capital; any capitalisation of reserves must leave at least 25 % of registered capital intact.
Board Composition and Committees • The Board consists of 11 directors, including at least four independent directors and one employee representative; each serves a three-year term, renewable upon re-election. • Specialist committees for strategy, audit, nomination, and remuneration are mandated, with independent directors holding at least half of the seats on audit, nomination and remuneration committees. • The Audit Committee now assumes supervisory functions; resolutions on financial statements, auditor appointments and major accounting changes require its majority approval before Board submission.
Shareholder Rights and Meeting Procedures • Holders of both A-shares and H-shares enjoy equal voting rights; cumulative voting applies when electing multiple directors. • Extraordinary general meetings must be convened within two months when requested by shareholders holding at least 10 % of voting shares. • Related shareholders must abstain from voting on connected transactions; such resolutions need approval from a majority of disinterested shareholders or, where applicable, a two-thirds super-majority.
Internal Control and Audit • An internal audit department reports directly to the Audit Committee and the Board. • The annual internal-control evaluation report must be reviewed by the Audit Committee and disclosed with financial statements.
Dispute Resolution • Disputes between H-share holders and the company or its officers may be submitted to the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Centre; arbitral awards are final and binding.
The updated charter takes immediate effect and supersedes all prior versions, providing JOINN with an integrated governance framework that aligns domestic and Hong Kong regulatory requirements.
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