GigaDevice Semiconductor Inc. (abbrev. GigaDevice) released its revised Articles of Association dated April 2026, outlining a comprehensive governance framework, capital structure and shareholder-rights provisions that will govern the dual-listed chip maker on both the Shanghai and Hong Kong stock exchanges. Key points follow.
Share Capital and Listings • Registered capital is RMB 701.10 million, divided into 701,102,451 ordinary shares (667,849,351 A-shares and 33,253,100 H-shares). • A-shares have traded on the Shanghai Stock Exchange since August 2016; H-shares began trading on Hong Kong’s Main Board on 13 January 2026.
Profit Distribution Policy • Cash dividends are prioritised: if annual distributable profit is positive, no less than 20 % must be distributed in cash and the three-year cumulative cash payout must reach at least 60 % of average annual distributable profit. • Stock dividends may be issued, at a minimum ratio of 1 share for every 10 held, when conditions justify. • A differentiated payout mechanism ties minimum cash-dividend ratios (20 %/40 %/80 %) to the company’s development phase and capital-expenditure needs. • Dividends must be paid within two months after shareholder approval. Subsidiaries are required to upstream at least 20 % of their own distributable profit each year.
Board Structure and Committees • Nine-member board: at least one-third must be independent directors; current structure includes one employee director. • Board-level special committees comprise Audit, Strategy & Sustainable Development, Nomination, and Remuneration & Appraisal. • The Audit Committee replaces the statutory supervisory committee and must be majority-independent and chaired by an accounting professional. • Independent directors hold veto power over connected transactions requiring public disclosure and can call extraordinary board or shareholder meetings.
Shareholder Rights and Protection • Shareholders holding ≥1 % of shares for 180 consecutive days may initiate derivative suits on behalf of the company. • Shareholders individually or collectively holding ≥10 % may requisition an extraordinary general meeting; those holding ≥1 % can table ad-hoc motions. • Major transactions or guarantees exceeding thresholds (e.g., 30 % of total assets) must be approved at a general meeting.
Share Repurchase and Capital Changes • The company may repurchase up to 10 % of issued shares for employee incentives, bond conversions or to protect corporate value, with strict disposal deadlines (up to three years) and disclosure obligations. • Capital increases, reductions, mergers or splits require board approval and, where relevant, shareholder resolutions and creditor notification.
Senior Management and Secretary to the Board • The general manager, appointed by the board, serves as legal representative. • A dedicated, board-level secretary oversees disclosure, investor relations and compliance; the role is classified as senior management.
Internal Controls and Audit • An internal audit department reports directly to the board and the Audit Committee and must issue an annual internal-control evaluation. • External auditors are appointed annually by shareholders; term renewals require general-meeting approval.
Dissolution and Liquidation • Statutory events triggering dissolution include shareholder resolution, licence revocation, or shareholder litigation representing ≥10 % of voting rights. Liquidation obligations rest with the directors.
The updated Articles codify higher disclosure standards demanded by Hong Kong listing rules while reinforcing minority-shareholder safeguards, disciplined dividend practices and a board-centric oversight model.
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