Shanghai Chicmax Cosmetic Co., Ltd. (Chicmax, HKEX: 02145) released its consolidated and repeatedly-amended Articles of Association, detailing its corporate governance framework, capital structure and key financial thresholds.
Corporate Snapshot • Legal form: Joint-stock company with limited liability, registered in Shanghai. • Listed: Main Board of the Hong Kong Stock Exchange since 22 Dec 2022. • Registered capital: RMB 398.13 million (398.13 million shares at RMB 1 par value). • Share mix: 206.38 million H shares and 191.75 million unlisted domestic shares. • Business focus: Cosmetics R&D, production and distribution, plus general trading activities including import-export and packaging materials.
Governance Architecture • Board structure: Nine directors, including at least three independent non-executive directors (one-third minimum). • Audit Committee: Acts in lieu of a traditional Supervisory Committee and must consist solely of three independent non-executive directors. • Shareholder rights: Holders of 3% or more shares for 180 consecutive days may inspect accounting records; holders of 1% or more for the same period may initiate derivative actions. • Meeting thresholds: An extraordinary general meeting must be convened within two months if losses exceed one-third of share capital or if shareholders holding ≥10% demand it.
Capital & Transaction Limits • External guarantees requiring shareholder approval: – Aggregate guarantees by Chicmax and subsidiaries >50% of latest audited net assets. – Single guarantee >10% of latest audited net assets or beneficiaries with leverage above 70%. • Major asset deals: Shareholder approval mandatory if annual purchases/disposals exceed 30% of latest audited total assets. • Share buy-backs: Permitted for capital reduction, employee incentives, bond conversion or up to 10% share repurchase for value-protection, subject to specified timelines for cancellation or disposal.
Profit-Distribution Policy • Statutory reserve: Minimum 10% of annual after-tax profit until the reserve reaches 50% of registered capital. • Cash vs. scrip: Board may prioritise cash dividends; distributions must be executed within two months of shareholder approval. • Dividend eligibility: Treasury shares do not receive dividends.
Merger, Division & Liquidation • Creditors must be notified within 10 days—and publicly within 30 days—of any merger, division or capital reduction decision. • Liquidation committee comprises directors; failure to form one in 15 days allows creditors to petition a court-appointed committee.
Governance Evolution The Articles were first approved on 21 Dec 2021 and amended six times through 25 Sep 2025, reflecting Chicmax’s transition to a Hong Kong-listed entity and aligning with PRC Company Law, CSRC regulations and HKEX Listing Rules.
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