Shanghai Top Numerical Control Technology Co., Ltd. (“TOPNC”, 07688) released its revised Articles of Association, adopted at the 15 May 2025 Extraordinary General Meeting and effective from the company’s Hong Kong Main Board debut on 20 May 2026.
Key structural changes and corporate information:
• Registered capital is set at RMB 41.91 million, divided into 419.08 million ordinary shares, of which 381.27 million (91.0%) are H-shares and 37.81 million (9.0%) remain unlisted. • TOPNC completed CSRC filing on 2 April 2026 and issued 65.33 million H-shares (pre-greenshoe) for its IPO. • The board comprises eight directors, including at least three independent non-executive directors—one must possess recognised accounting or financial expertise and one must be ordinarily resident in Hong Kong. Board resolutions require a simple majority; connected directors must abstain from voting on related matters. • An Audit Committee, Nomination Committee and Remuneration & Appraisal Committee are established; all Audit Committee members are non-executive, with the chair being an independent non-executive director. • Profit distribution prioritises cash dividends “in an appropriate proportion” once statutory reserves reach 50% of registered capital. Interim dividends are permitted; however, distributions can be withheld under four specific stress scenarios, including high leverage (>70%) or negative operating cash flow. • External guarantees exceeding preset thresholds—such as total guarantees above 50% of net assets or single guarantees exceeding 10% of net assets—require shareholder approval. • The company may repurchase up to 10% of issued shares for employee incentive plans, bond conversions or value-protection measures, with strict timelines for cancellation or transfer. • Share transfers by directors and senior management are capped at 25% of their holdings per year during tenure and prohibited within six months of departure. • Shareholders owning at least 3% for 180 consecutive days can inspect accounting books; those holding 1% for the same period may initiate derivative actions against directors or executives for breaches of duty. • The company pledges not to provide financial assistance for the acquisition of its own or parent-company shares, except within a 10% limit approved by shareholders for employee ownership plans. • A Communist Party organisation will be established within TOPNC, with the company providing resources for its activities.
These updated Articles set the corporate governance framework as TOPNC transitions to public-company status on the Hong Kong Stock Exchange’s Main Board.
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