Hua Hong Grace Semiconductor Limited (abbreviated as HUA HONG SEMI) has released a consolidated version of its Articles of Association reflecting several rounds of shareholder-approved amendments:
1. Milestones in the Charter • Initial adoption: 20 September 2014. • First major amendment: 27 June 2022, effective upon the company’s STAR Market debut in Shanghai. • Further revisions approved: 8 May 2025 and 14 May 2026.
2. Capital and Share Structure • Authorises issuance of RMB-denominated ordinary shares for trading on the Shanghai Stock Exchange while retaining HK-listed shares. • Grants the board broad authority to issue, allot or dispose of shares, warrants or options, subject to shareholder or regulatory limits. • Enables repurchase and retention of treasury shares in accordance with Hong Kong and PRC regulations.
3. Digital-Ready Shareholder Meetings • Introduces “physical”, “hybrid” and “electronic” general meetings, allowing members to attend, speak and vote via approved virtual technologies. • Clarifies quorum, voting, notice and security arrangements for multi-location and online participation.
4. Governance & Board Powers • Minimum of two directors; no maximum cap. • One-third of directors retire by rotation at each AGM, remaining eligible for re-election. • Board empowered to create committees, delegate authority, approve major transactions, declare interim dividends and propose profit-distribution plans.
5. Shareholder Rights • Investors holding at least 3 % of voting shares for 10 consecutive days may table AGM proposals. • Members owning 5 % or more may requisition extraordinary general meetings. • Detailed provisions on class-rights variation, lien enforcement, share forfeiture and electronic delivery of corporate communications.
6. Dividends and Capital Management • Dividends payable solely from distributable profits or reserves; scrip dividend alternative allowed. • Permits capitalisation of reserves into fully-paid bonus shares.
7. Director & Officer Protection • Provides indemnity out of company assets for directors, officers and auditors against liabilities except for fraud or regulatory penalties. • Allows purchase of D&O insurance within Companies Ordinance guidelines.
8. PRC-Law Compliance for STAR Market Listing • Articles confirm that disputes arising from STAR Market activities are governed by PRC law and fall under Chinese court jurisdiction. • Ensures rights of RMB ordinary shareholders meet or exceed Chinese regulatory standards.
The updated Articles position HUA HONG SEMI for cross-border capital management, digital shareholder engagement and compliance with both Hong Kong and mainland regulatory regimes.
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