Zylox-Tonbridge Medical Technology Co., Ltd. (ZYLOXTB, 02190) released a revised Articles of Association dated May 2026, detailing its latest corporate governance rules, share capital composition and profit-distribution mechanisms.
Key Highlights
1. Registered Capital and Share Composition • Registered capital is confirmed at RMB 344.13 million, represented by 344.13 million ordinary shares. • Domestic shares total 7.78 million (2.26%), while overseas listed foreign shares (including H shares) amount to 336.35 million (97.74%). • Shares carry a par value of RMB 1.00 and can be freely transferred once fully paid, subject to PRC regulations and Hong Kong Listing Rules.
2. Board Structure and Committees • The Board comprises nine directors—three executive, three non-executive and three independent non-executive directors—each serving a three-year term. • An Audit Committee, taking over supervisory functions, consists of three non-executive directors and must maintain an INED majority. • Nomination and Remuneration Committees are established to oversee director selection and compensation matters.
3. Shareholder Rights and Meetings • Extraordinary general meetings must be convened within two months when triggered by events such as losses equaling one-third of paid-up capital or a written request from shareholders holding at least 10 % of voting shares. • Shareholders individually or jointly holding ≥1 % of shares for 180 consecutive days can initiate derivative litigation against directors or senior management for breaches of duty.
4. Profit Allocation and Dividend Timetable • At least 10 % of after-tax profit is allocated to the statutory reserve until it reaches 50 % of registered capital. • Dividends may be distributed in cash, shares or a combination and must be paid within two months after approval. • Financial statements will continue to be prepared under PRC GAAP and either IFRS or HKFRS, with annual results published within four months and interim results within two months of period-end.
5. Capital Operations • The Company may repurchase up to 10 % of issued shares for purposes such as employee share plans, convertible bond conversion, or value protection, with subsequent cancellation or transfer deadlines ranging from ten days to three years depending on the repurchase rationale.
6. Dissolution and Liquidation Procedures • Dissolution events include shareholder resolutions, serious operational difficulties, or statutory orders. • Liquidity management, creditor notification and asset distribution processes align with PRC Company Law requirements.
7. Disclosure and Communication • Notices to holders of H shares may be delivered via the Hong Kong Stock Exchange website and the Company’s website, ensuring compliance with Hong Kong Listing Rules.
The updated Articles provide a comprehensive legal framework aimed at reinforcing corporate governance, safeguarding shareholder rights and standardizing capital and profit management practices for Zylox-Tonbridge Medical Technology.
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