Xuanzhu Biopharmaceutical Co., Ltd. (Xuanzhu Biopharmaceutical) has released its revised Articles of Association (effective June 2026), detailing updated corporate governance structures, capital composition and shareholder protections.
Key capital data • Registered capital is set at RMB 517.95 million, divided into 517.95 million ordinary shares with a par value of RMB 1 each. • Share split: 357.25 million domestic unlisted shares (69.0%) and 160.70 million H shares (31.0%), the latter including 93.37 million shares converted from domestic stock. • The company completed a 67.33 million-share H-share IPO on 15 Oct 2025 following CSRC filing on 28 Aug 2025.
Board composition & committees • The board comprises nine directors, including at least three independent directors (≥ one-third of the board) and one employee representative. • Terms are three years with re-election permitted. • Xuanzhu has no Board of Supervisors; its Audit Committee—composed solely of non-executive directors and majority independent directors—assumes supervisory functions. • Standing committees now include Audit, Nomination, and Remuneration & Appraisal. Independent directors hold chair positions on all three.
Shareholder rights & meeting procedures • Shareholders can requisition extraordinary meetings if they hold ≥10% of shares for 90 days. • Shareholders (or proxies) may vote in person, electronically, or by other approved means; one share equals one vote, with separate tallies for minority investors. • Related shareholders must abstain from voting on connected-transaction resolutions. Approval requires a majority of non-related shareholders’ votes (two-thirds for special matters).
Capital management • Share buy-backs are permitted for seven specific purposes, including employee incentives and capital reduction, with a 10% cap on outstanding shares for certain uses. • External guarantees trigger shareholder approval if they exceed 50% of net assets, involve shareholders/actual controllers, or cross other defined thresholds.
Profit allocation • A minimum 10% of annual after-tax profit is transferred to the statutory reserve until it equals 50% of registered capital. • Remaining profit may be distributed as cash or shares based on performance; dividends must be paid within two months after the relevant resolution.
Management structure • Senior management includes one General Manager, Deputy General Managers, a CFO and a Board Secretary, all appointed by the board. • Cross-appointments with controlling shareholders or the actual controller are prohibited to safeguard independence.
Dissolution & liquidation • Triggers include term expiry, shareholder resolution, merger/division, licence revocation or court order. • A liquidation committee—generally formed by directors—must notify creditors within 10 days and publicly announce within 30 days of dissolution.
Auditor engagement • An external accounting firm, appointed annually by shareholders, audits financial reports and can be dismissed only by shareholder resolution.
The revised Articles reinforce Xuanzhu Biopharmaceutical’s compliance with PRC Company Law, the Securities Law and Hong Kong Listing Rules, aiming to enhance transparency, protect minority shareholders and align corporate governance with international standards.
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