Medtide Inc. (stock code: 03880, “Medtide”) has released a comprehensive revision of its Articles of Association, approved at the 18 June 2026 annual general meeting. The document reshapes the company’s corporate governance framework, details current share capital, and refines policies on dividends, board composition, and risk controls.
Key Capital Structure • Registered capital is confirmed at RMB 141.80 million, divided into 141.80 million ordinary H shares with a par value of RMB 1 each. • All shares are listed on the Hong Kong Stock Exchange following conversion of the company’s earlier 125 million unlisted domestic shares and the issuance of up to 48.17 million new H shares. • The Articles prohibit the company from providing financial assistance for share acquisitions except in limited circumstances; aggregate assistance is capped at 10 % of issued share capital.
Shareholder Rights and Protections • Each ordinary share carries one vote; holders enjoy equal rights to dividends, asset distribution and participation in governance. • Share transfers must follow Hong Kong Listing Rules; directors, senior managers and ≥5 % shareholders are restricted from short-swing trades and face a 25 % annual transfer cap during their terms. • Connected shareholders must abstain from voting on related-party transactions, and resolutions require a majority of independent votes.
Board and Committee Structure • The board comprises nine directors, with independent non-executive directors holding at least one-third of the seats (minimum three). • An Audit Committee replaces the traditional supervisory board, assuming statutory supervisory functions. Nomination and Remuneration Committees are also established; each committee must have a majority of independent directors. • The chairperson is elected by a simple board majority for a three-year term and may be re-elected. • Senior management posts include a chief executive officer (general manager), chief commerce officer, chief financial officer and board secretary. Individuals holding administrative roles in controlling shareholders are barred from senior management positions at Medtide.
Profit Distribution Framework • At least 10 % of annual after-tax profits will be transferred to the statutory reserve until it reaches 50 % of registered capital. • Dividends (cash, stock or other forms) are to be distributed pro rata within two months of shareholder approval, provided losses have been covered and reserves funded.
Capital Management and Guarantees • External guarantees exceeding thresholds—such as those surpassing 50 % of net assets, 30 % of total assets or individual guarantees above 10 % of net assets—require shareholder approval. • Share repurchases are permitted under specific scenarios (e.g., employee incentives or convertible bond redemptions) and are subject to Hong Kong Listing Rules and PRC regulations.
Mergers, Divisions and Dissolution • Detailed procedures for mergers, splits, capital increases/reductions and liquidation are codified, including mandatory creditor notifications and statutory timelines. • The Articles allow shareholders holding ≥10 % of voting rights to petition a court for dissolution if operational deadlock causes material harm to shareholder interests.
Implementation The revised Articles take effect immediately upon shareholder approval and supersede all previous versions.
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