Hanx Biopharmaceuticals (Wuhan) Co., Ltd. (HANXBIO) released its updated Articles of Association dated June 2026, laying out corporate governance rules and capital structure as the company prepares to list its H shares on the Hong Kong Stock Exchange.
Capital & Share Structure • Registered capital is set at RMB 11.79 million, represented by 117.90 million ordinary shares with a par value of RMB 0.10 each. • Upon overseas issuance, the company’s share count will rise to a figure to be confirmed in the listing documents, split between unlisted domestic shares and overseas-listed H shares. • Promoter holdings are led by Cai Zhang Biotechnology (Hangzhou) Co., Ltd. with 5.53 million shares (46.91%), followed by Hanx Biopharmaceuticals (HK) Ltd. with 1.78 million shares (15.09%) and Beijing Lapam Biopharmaceutical Venture Capital Center with 1.29 million shares (10.91%). Nine additional promoters hold the remainder.
Governance Framework • The Board comprises nine directors, including at least four independent non-executive directors; one independent director must reside in Hong Kong. • Three specialized board committees—Audit, Nomination, and Remuneration—are established, each dominated by independent directors. • The company adopts a Party organization per PRC requirements to oversee compliance and employee engagement. • A Supervisory Committee of three members, including one employee representative, will monitor directors and senior management.
Profit Distribution Policy • After statutory allocations, cash dividends are the preferred form of distribution “where conditions permit,” with payment to be completed within two months of shareholder approval. • Dividend rights attach equally to each share; company-held treasury shares are excluded from distributions.
Share Transactions & Lock-ups • Pre-IPO shares are subject to a one-year lock-up from the date of listing. Directors, supervisors and senior managers may not dispose of more than 25% of their holdings in any 12-month period and are locked up for one year post-listing, plus six months after leaving office.
Financial Reporting & Audit • HANXBIO pledges annual, interim and preliminary results disclosure in line with Hong Kong Listing Rules. • An external accounting firm will be appointed annually by shareholders; internal audit personnel report directly to the Board.
Miscellaneous Provisions • Share buy-backs are permissible for reasons such as employee incentives, bond conversion or protecting shareholder value, capped at 10% of issued shares with specific cancellation or transfer timelines. • Mergers, divisions, capital reductions and other major corporate actions trigger creditor notification within 10 days and public announcements within 30 days.
The revised Articles become effective upon the company’s H-share listing, superseding all previous versions and providing the legal basis for HANXBIO’s post-listing operations.
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