Asymchem Laboratories (Tianjin) Co., Ltd. released a fully revised Articles of Association (adopted in March 2026, approved in April 2026) that sets out refreshed rules on share capital, corporate governance, profit allocation and dispute resolution. Key points are as follows:
1. Registered Capital and Share Structure • Registered capital is set at RMB 360.78 million, represented by 360.80 million ordinary shares. • Domestically listed A-shares total 332.97 million, or 92.28 % of share capital, while overseas-listed H-shares stand at 27.83 million, or 7.72 %.
2. Governance Framework • The Board comprises nine directors, with at least one-third required to be independent non-executive directors (minimum three). • Special committees—strategy, audit, nomination, and remuneration & appraisal—are mandated; independent non-executive directors must chair audit, nomination and remuneration committees. • Employee representation is stipulated: one director must be elected by employees. • Senior management posts include CEO, Co-CEO, CSO, COO, CFO, CTO, CBO and vice-presidents, all appointed by the Board.
3. Profit Distribution Policy • The company commits to annual dividends, setting a baseline payout of no less than 10 % of distributable profit when statutory conditions are met. • Cash dividends are prioritised; stock dividends require specific justifications such as capital expenditure plans or share price considerations. • Any adjustment to the dividend policy needs approval by two-thirds of independent non-executive directors and at least two-thirds of shareholder votes.
4. Capital Operations • Share buy-backs are permitted for purposes including capital reduction, employee incentive plans and convertible bond conversion, subject to regulatory limits (e.g., repurchased shares capped at 10 % of total shares and to be transferred or cancelled within three years). • External guarantees, financial assistance and major transactions have tiered approval thresholds. Single external guarantees exceeding 10 % of net assets or cumulative guarantees surpassing 30 % of total assets require shareholder approval.
5. Merger, Division and Liquidation • Clear procedures are established for notifying creditors, publishing announcements and allocating residual assets during mergers, splits or liquidation processes.
6. Dispute Resolution • Disputes involving H-shareholders, directors or senior management will be resolved via arbitration at either the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Centre.
The revised charter replaces all previous versions, becoming the legally binding document that governs Asymchem’s corporate operations and stakeholder rights.
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