Qyuns Therapeutics Co., Ltd. released its revised Articles of Association dated May 2026, detailing the company’s capital composition, shareholder rights and corporate governance mechanisms.
Key Highlights
1. Share Capital and Structure • Registered capital is set at RMB 227.07 million, represented entirely by 227.07 million H shares with a par value of RMB1.00 each. • The original founding share base was 166.48 million shares; an additional 60.59 million shares were issued ahead of the March 2024 Hong Kong IPO. • The Articles prohibit subsidiaries from holding parent-company shares and cap any share buy-back at 10% of total issued capital, with strict disposal timelines.
2. Dividend and Profit Distribution Policy • After-tax profits are allocated 10% to the statutory reserve until that reserve reaches 50% of registered capital. • Remaining distributable profits can be paid in cash, stock or a combination, with a stated preference for cash dividends. • Cash dividends to H-share investors will be declared in RMB and paid in Hong Kong dollars or RMB, using the PBoC average exchange rate for the week preceding declaration.
3. Board Composition and Independence • The board comprises eight directors, including three independent non-executive directors (INEDs); at least one INED is required to reside in Hong Kong and at least one must possess accounting or financial expertise. • An Audit Committee of three non-executive directors—majority independent—assumes the statutory supervisory role. • Other standing committees include Nomination, Remuneration & Appraisal, and Strategy & Development.
4. Shareholder Protections and Voting • Shareholders holding ≥3% of shares for 180 consecutive days may inspect company books; those holding ≥1% for the same period may initiate derivative actions. • Major transactions exceeding 30% of total assets or guarantees above specified thresholds require shareholder approval by special resolution (≥ two-thirds support). • Connected shareholders must abstain from voting on related-party matters; separate vote counts for minority investors are mandated.
5. Senior Management and Party Committee • The general manager serves as the legal representative; senior executives are prohibited from receiving compensation from controlling shareholders. • A Communist Party committee will be maintained within the company, with Qyuns obligated to provide necessary resources for party activities.
6. Liquidation Triggers and Procedures • Dissolution events include term expiry, shareholder resolution, merger/division, licence revocation or shareholder-initiated court action. • A liquidation committee—primarily directors—must be formed within 15 days of a dissolution event to protect creditor interests.
Implementation The revised Articles take effect upon shareholder approval and filing with the market-regulation authority, superseding all prior versions.
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