Shenzhen Senior Technology Material Co., Ltd. (“Senior Material”) announced an updated Articles of Association dated August 2026, laying out a comprehensive framework for share capital, corporate governance, profit distribution and risk controls in line with PRC Company Law, the CSRC and Hong Kong Listing Rules. Key points are as follows:
• Share Capital and Listing Structure Senior Material’s registered capital stands at RMB 1.50 billion, comprising 1.35 billion A Shares (90%) and 149.52 million H Shares (10%). The company is listed on ChiNext in Shenzhen, the Main Board of the Hong Kong Stock Exchange and has 12.68 million GDRs trading on the SIX Swiss Exchange.
• Board Composition and Committees The Board consists of seven directors, including three independent directors and one employee-representative director. An Audit Committee of three non-executive or independent directors—two of whom are independent—replaces a traditional supervisory board and oversees financial reporting, internal control and auditor engagement. Additional Remuneration & Appraisal, Nomination, and Strategy & Development Committees support the Board.
• Shareholder Protection and Thresholds – Shareholders holding 10% or more of voting rights may requisition an extraordinary general meeting. – Major transactions exceeding 30% of the latest audited total assets, and external guarantees that surpass defined balance-sheet thresholds, require shareholder approval. – Directors, senior management and shareholders owning over 5% of shares are subject to six-month short-swing profit return provisions.
• Dividend and Profit Distribution Policy The company prioritises cash dividends. When profitable and with positive undistributed earnings, at least 10% of annual distributable profit must be paid in cash, and cumulative cash dividends over any three-year period must reach no less than 30% of average annual distributable profit. Should the company enter a mature phase without major capital expenditure plans, the minimum cash payout rises to 80% of distributable profit.
• Share Repurchase and Transfer The Board or shareholders’ meeting may authorise buy-backs capped at 10% of total issued shares for purposes such as employee incentives, convertible bonds conversion or value preservation. Directors and senior executives face transfer lock-ups: no sales within one year of listing and annual disposals limited to 25% of their holdings.
• Audit and Disclosure Annual reports must be disclosed within four months after year-end and interim reports within two months after the half-year. An internal audit department, reporting to the Audit Committee, will monitor risk management and internal control, and publish an annual internal-control evaluation.
• Dissolution and Liquidation The document details procedures for merger, division and liquidation, specifying that a liquidation committee—formed mainly by directors—must notify creditors within 10 days of a dissolution trigger and complete statutory filings.
The revised Articles take effect upon shareholder approval and supersede the previous version, providing an updated governance blueprint as Senior Material continues its multi-listing strategy across Shenzhen, Hong Kong and Zurich.
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