Vigonvita Life Sciences Co., Ltd. has released its revised Articles of Association, detailing the company’s post-IPO share capital, equity structure, and corporate governance framework.
Capital & Share Structure • Registered capital stands at RMB167.60 million, divided into RMB1.00-par-value ordinary shares. • The company floated 17.60 million H-shares in its Hong Kong initial public offering (IPO) on 6 November 2025, following CSRC filing (25 June 2025) and Hong Kong Stock Exchange (HKEX) approval (24 October 2025). • Promoters originally held 63.61 million shares; founder Shen Jingshan retained 51.63 % at incorporation. • Cross-border conversion of unlisted shares into H-shares is permitted without separate shareholder approval, subject to CSRC filing and HKEX rules. • The company may increase capital via public or non-public share issues or reserve capitalisation, and may repurchase up to 10 % of total issued shares for employee incentives, bond conversion or value preservation.
Governance Framework • Board of Directors: six members, including at least three independent non-executive directors; one seat must be ordinarily resident in Hong Kong. The chairman is elected by a simple majority of the board. • Board of Supervisors: three members, with employee representatives holding no less than one-third of seats. • Senior Management: one general manager and other executives appointed by the board. The general manager serves as legal representative. • Independent specialised committees—Audit, Nomination, and Remuneration & Appraisal—report directly to the board.
Shareholder Rights & Meetings • Shareholders exercise voting rights on a one-share-one-vote basis; cumulative voting applies when electing multiple directors or supervisors. • Annual general meeting must be held within six months of fiscal year-end; an extraordinary meeting must be convened within two months upon triggers such as losses reaching one-third of paid-up capital or director numbers falling below statutory minimum. • External guarantees exceeding 30 % of audited total assets or benefiting connected parties require shareholder approval by a two-thirds majority of votes cast, with connected shareholders abstaining.
Profit Distribution & Reserves • At least 10 % of after-tax profits are allocated to statutory reserves until they reach 50 % of registered capital. • Post-reserve profits are distributable to shareholders in cash or shares; dividends to H-shareholders are paid in Hong Kong dollars or renminbi. • Shares held by the company itself are excluded from dividend entitlements.
Audit & Disclosure • An external auditor is appointed annually by shareholders. • The company commits to timely disclosure of annual and interim reports in line with PRC regulations and HKEX rules.
Dissolution & Liquidation • Triggers include expiry of business term, shareholder resolution, merger, serious operational difficulties, or licence revocation. Liquidation obligors—primarily directors—must form a liquidation committee within 15 days of a dissolution event.
The updated charter takes effect from the date of the company’s H-share listing and supersedes all previous versions.
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