Mabwell (Shanghai) Bioscience Co., Ltd. (“Mabwell Bioscience”) has published an updated Articles of Association (effective May 2026), outlining key corporate governance mechanisms, share capital details and profit-distribution rules as the company consolidates its dual-listing status on the Shanghai Stock Exchange STAR Market (since January 2022) and the Hong Kong Stock Exchange Main Board (since April 2026).
Capital Structure • Registered capital is set at RMB 446.73 million, divided into 446.73 million ordinary shares, comprising 399.60 million A-shares and 47.13 million H-shares. • Mabwell’s initial public offering on the STAR Market (January 2022) placed 99.90 million A-shares; the subsequent Hong Kong IPO (April 2026) issued 47.13 million H-shares. • The company prohibits providing financial assistance for share purchases except under employee share schemes and caps such assistance at 10% of issued capital, subject to board approval by a two-thirds majority.
Governance Framework • Board of Directors: nine members, including at least three independent directors and one employee representative; directors serve three-year terms and may be re-elected. • An Audit Committee assumes traditional supervisory functions in lieu of a supervisory board and must comprise at least three non-executive directors, with a majority of independents. • Additional Board committees include Strategy, Nomination, Remuneration & Appraisal, and ESG, each with defined mandates.
Shareholder Rights and Meetings • Annual general meetings will be held within six months of each fiscal year-end; extraordinary meetings must be convened within two months upon specific triggers such as major losses or shareholder requests. • Shareholders holding at least 10 % of shares can demand an extraordinary meeting; those with 1 % can submit proposals. • Voting follows a one-share-one-vote principle; related shareholders must abstain on connected-party proposals.
Profit Distribution Policy • Mabwell prioritises cash dividends when conditions allow. • Over any three-year period, cumulative cash dividends must equal at least 30 % of average annual distributable profit; annual cash payouts must not fall below 10 % of that year’s distributable profit. • Stock dividends may be considered when rapid growth and capital structure warrant equity distribution. • Post-approval, dividend payments are to be completed within two months.
Capital Management • Board approval thresholds are set for guarantees, investments, asset transactions and related-party dealings; items exceeding 30 % of total assets or 50 % of net assets require shareholder approval. • Mergers, divisions, capital increases or reductions must follow statutory procedures, with creditor notification and public announcements within prescribed timelines.
Financial Reporting & Audit • Annual reports are disclosed within four months after year-end; interim results within two months following the half-year. • The company pledges adherence to both Shanghai and Hong Kong disclosure standards, including prompt announcements of audited annual and interim results. • An internal audit department, overseen by the Audit Committee, will monitor risk, controls and financial integrity; external auditors are appointed annually by shareholders.
Duration and Legal Framework • Mabwell is incorporated as a joint-stock company with a 30-year operating term. • The Articles align with PRC Company Law, Securities Law, CSRC regulations and Hong Kong Listing Rules; any inconsistencies defer to prevailing laws.
The updated governance charter aims to strengthen oversight, enhance transparency and support Mabwell Bioscience’s strategic objectives as a cross-border listed biopharmaceutical innovator.
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