Medcaptain Medical Technology Co., Ltd. (“MEDCAPTAIN”) released a comprehensive revision of its Articles of Association dated September 2026, outlining the company’s capital structure, governance model and shareholder rights ahead of its planned overseas listing of H-shares in Hong Kong.
Key Capital Provisions • Share Capital: MEDCAPTAIN was converted into a joint-stock company in November 2020 with 359.98 million ordinary shares. • Promoter Breakdown: 21 founding shareholders hold the entire initial capital. The three largest—Liu Jie (15.13%), Tianjin Zhenying Enterprise Management Consultancy (12.83%) and Zhuhai Gaoling Tiancheng Equity Investment Fund (12.99%)—jointly control 40.95% of the original share base. • H-Share Mechanism: Domestic shareholders may convert unlisted shares into H-shares for trading in Hong Kong without convening a new shareholder vote, provided regulatory procedures are met. • Share Repurchase: The company may repurchase up to 10% of issued shares for employee incentives, bond conversion or value protection, subject to board or shareholder approval depending on purpose.
Governance Architecture • Shareholders’ Meeting: Acts as the highest authority, empowered to approve profit distribution, major asset transactions exceeding 30% of total assets, equity incentive plans and amendments to the Articles. • Board of Directors: Nine members, including at least three independent directors (one with accounting expertise). The board elects a chair and vice-chair and must convene at least four times per year. • Audit Committee: Composed of three non-executive directors (majority independent) and assumes the supervisory and audit functions typically held by a standalone supervisory board. • Strategy & ESG, Nomination, and Remuneration Committees are established under the board; all proposals from these committees require board approval.
Management Structure • General Manager: Serves as the legal representative and heads day-to-day operations, with authority to appoint vice general managers and the CFO, subject to board confirmation. • Senior Executives: Cannot simultaneously hold management posts in entities controlled by MEDCAPTAIN’s controlling shareholders or de facto controllers, ensuring operational independence.
Financial & Profit-Distribution Policy • Statutory Reserve: 10% of after-tax profit allocated annually until reserves reach 50% of registered capital. • Dividends: May be paid in cash or shares; once approved, dividend distribution must be completed within two months. • Internal Audit: Reports directly to the Audit Committee and is tasked with ongoing risk and control evaluations; an annual internal-control evaluation report is mandatory.
Creditor Protection & Liquidation • Capital Reduction or Merger: Creditors must be notified within ten days and may request debt settlement or guarantees within specified statutory periods. • Dissolution Triggers: Include shareholder resolution, licence revocation, merger/division, or court order; directors must form a liquidation committee within 15 days once dissolution conditions arise.
Compliance & Disclosure • Notices to domestic shareholders are published through statutory media; H-shareholders receive disclosures via the HKEXnews platform. • All corporate communications can be delivered electronically subject to shareholder consent, aligning with Hong Kong Listing Rules.
Implementation The revised Articles of Association take effect upon the listing of MEDCAPTAIN’s H-shares on the Main Board of the Hong Kong Stock Exchange. Any future amendments require a two-thirds majority vote at a shareholders’ meeting and, where applicable, regulatory approval.
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