LongBio Pharma (Suzhou) Co., Ltd. (abbrev. “LongBio Pharma”, HKEX: 01779) has released its updated Articles of Association, setting out the company’s legal framework ahead of its June 2026 Hong Kong Main Board listing.
Key Capital Details • Registered capital is set at RMB 76.32 million, divided into 76.32 million ordinary shares with a par value of RMB 1 each. • Post-IPO share structure: 75.06 million H shares and 1.26 million domestic unlisted shares. • The company issued 14.19 million H shares in its initial public offering on 5 June 2026 and exercised a 2.13 million-share over-allotment option on 6 July 2026.
Shareholder Rights and Restrictions • Shares issued prior to listing are locked up for 12 months. • Directors and senior management may transfer no more than 25 % of their shareholdings per year and are restricted from selling within one year of listing or within six months after leaving office. • Shareholders holding ≥5 % who buy and sell shares within six months must remit any profit to the company.
Profit Distribution Framework • At least 10 % of annual after-tax profit will be transferred to the statutory reserve until it reaches 50 % of registered capital. • Cash dividends are targeted at least once a year, subject to positive undistributed profits and adequate cash flow; interim dividends may be considered. • Dividend payments to H-share investors will be declared in RMB and paid in foreign currency or RMB.
Governance Architecture • Board of Directors: 11 members, with independent non-executive directors representing no less than one-third. • Key committees: Audit Committee (minimum three non-executive directors, majority independent), Nomination Committee and Remuneration Committee. • Board duties include approving business plans, major investments, external guarantees, and recommending profit distribution. • Shareholders must approve guarantees exceeding 30 % of total assets, or those granted to shareholders, de facto controllers or related parties.
Management & Control • The company designates a general manager and may appoint deputy general managers and a chief financial officer; all report to the board. • The chairman acts as legal representative. • Independent internal audit and an external auditor (appointed annually by shareholders) oversee financial integrity.
M&A, Capital Changes & Liquidation • Detailed procedures are set for mergers, divisions, capital increases, capital reductions and dissolution, including creditor notification and regulatory filings. • Liquidation committees must be formed within 15 days of a dissolution trigger, and members are liable for losses caused by negligence or misconduct.
Compliance & Amendments • Any future amendment to the Articles requires shareholder approval and, where necessary, regulatory clearance. • The document affirms adherence to PRC Company Law, Securities Law and Hong Kong Listing Rules, with Chinese text prevailing over other language versions.
LongBio Pharma positions itself as an “innovation-driven” biopharmaceutical company focused on R&D, production and commercialization of pharmaceutical products for both domestic and international markets. The revised Articles provide statutory clarity ahead of the company’s ongoing operations as a Hong Kong-listed entity.
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