Shanghai Chicmax Cosmetic Co., Ltd. (“Chicmax”) has released an updated Articles of Association, approved through a series of shareholder meetings from December 2021 to September 2025, codifying key elements of its capital structure, corporate governance and shareholder protections.
Capital Structure and Share Information • Registered capital is confirmed at RMB398.28 million, divided into 398.28 million ordinary shares with a par value of RMB1 each. • Following its Main Board debut on the Hong Kong Stock Exchange on 22 December 2022, the company has 206.52 million H shares outstanding and 191.75 million unlisted shares, together totalling 398.28 million shares. • Chicmax may issue additional shares, subject to shareholder approval, and may repurchase up to 10% of total issued shares under specified conditions. Any share repurchase for employee incentives, bond conversion or value-protection must be executed via public, centralised transactions.
Governance Framework • The Board comprises nine directors, including at least three independent non-executive directors who must account for no less than one-third of the board. Directors serve three-year terms and can be re-elected. • An Audit Committee, consisting solely of three independent non-executive directors, assumes the supervisory functions mandated by the PRC Company Law. • Additional committees—including Nomination and Remuneration & Appraisal—support the Board; all committee resolutions require subsequent board ratification unless specific authority has been delegated.
Shareholder Rights and Meetings • Shareholders enjoy equal rights, including profit distribution, voting, and access to key company documents. • Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be convened under six defined circumstances, including requests by shareholders holding at least 10% of voting shares. • Major transactions exceeding 30% of the company’s latest audited total assets, changes in use of proceeds, and equity incentive schemes require shareholder approval via special resolutions (≥ two-thirds of votes cast).
Profit Distribution Policy • Chicmax targets an “active” dividend approach. After mandatory 10% transfers to statutory reserves (until the reserve reaches 50% of registered capital) and loss offsets, cash or share dividends may be declared. • Approved dividend distributions must be completed within two months of the relevant shareholder resolution.
Risk Controls and Audit • A dedicated internal audit mechanism oversees business activities, risk management, internal controls and financial reporting. • An external auditor, appointed annually by shareholders, is guaranteed access to complete and accurate financial information.
Dissolution & Liquidation Provisions • Detailed procedures for merger, division, capital changes, dissolution and liquidation are outlined, including creditor notification requirements and timelines. • Directors act as liquidation obligors; failure to fulfil these duties may trigger court-appointed liquidation and potential liability.
These comprehensive amendments align Chicmax’s governance with PRC corporate law, the Hong Kong Listing Rules and evolving regulatory standards, reinforcing transparency, shareholder protection and board accountability.
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