Hangzhou Diagens Biotechnology Co., Ltd. (DIAGENS-B, stock code 02526) released a comprehensive draft of its Articles of Association, detailing governance, capital structure and shareholder rights as the company gears up for its Main Board debut on the Hong Kong Stock Exchange (target listing date: 30 March 2026).
Key corporate information • Registered capital is set at RMB 88.88 million, divided into 88.88 million ordinary shares with a nominal value of RMB 1.00 each. • The initial public offering will comprise 7.9992 million H shares, all newly issued. • Diagens has clearance to issue up to 31.00 million additional H shares post-listing and to convert 80.88 million domestic shares into H shares, subject to regulatory filings. • Promoters contributed 100% of paid-in capital via a net-asset-for-shares swap. The largest promoter, founder Song Ning, holds 30.76% of outstanding shares.
Share structure and transfer • H shares will be centrally deposited with Hong Kong Securities Clearing Company Ltd., while domestic shares will be registered with a domestic clearing house. • Existing unlisted shares face a one-year lock-up from the Hong Kong listing date. Directors and senior management are restricted to disposing of no more than 25% of their holdings in any 12-month period and face a six-month post-resignation lock-up.
Corporate governance highlights • Board size: eight directors, including at least three independent directors. • Mandatory board committees: Audit, Nomination, and Remuneration & Assessment. The Audit Committee, composed solely of non-executive directors, inherits supervisory functions in lieu of a board of supervisors. • The chairman convenes board meetings at least twice annually; extraordinary meetings can be called by shareholders holding ≥10% of voting shares or by one-third of directors. • Cumulative voting applies to director elections, and independent directors are empowered to call shareholder meetings and engage external advisers.
Shareholder protections and profit distribution • Ordinary resolutions pass with >50% of votes cast; special resolutions require ≥66%. • External guarantees exceeding thresholds—such as 30% of total assets or any guarantee to connected parties—require shareholder approval. • After-tax profits are allocated 10% to statutory reserves until they reach 50% of registered capital. Remaining distributable profits may be paid as cash, stock or other forms within two months of shareholder approval. • The policy stipulates equal dividends for shares of the same class.
Capital actions and dissolution • The company may repurchase up to 10% of issued shares; those held in treasury must be transferred or cancelled within three years. • Mergers, divisions or capital reductions trigger creditor notification within ten days and public announcements within 30 days. • Liquidation obligations fall on directors, and any shortfall leading to bankruptcy must be reported to the People’s Court.
Audit and disclosure • An external accounting firm is appointed on a one-year renewable term via shareholder vote. • Annual results must be produced within 120 days of fiscal year-end; quarterly results within 60 days. • All statutory disclosures will appear in designated mainland newspapers, the National Enterprise Credit Information Publicity System and the HKEX website.
Effective date The Articles of Association will take effect upon the successful issuance and listing of H shares, superseding all previous versions.
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