Epiworld International Co., Ltd. (“EPIWORLD”; Stock Code: 02726) has released its updated Articles of Association dated March 2026, outlining the company’s governance framework, share capital structure and key shareholder protections following its initial public offering of 21.49 million H shares and listing on the Hong Kong Stock Exchange on 30 March 2026.
Key Highlights
1. Corporate Profile • Registered name: 瀚天天成電子科技(廈門)股份有限公司; English name: Epiworld International Co., Ltd. • Registered address: No. 198-1, East 2nd Road, Tongxiang High-tech City, Torch Hi-tech Zone, Xiamen. • Core business: R&D, production and sales of semiconductor materials and equipment, plus related technical services and import/export activities. • Strategic objective: Development of China’s third-generation semiconductor industry with a dual focus on social and economic benefits.
2. Share Capital and IPO Snapshot • Pre-IPO registered capital: RMB 404.09 million (404.09 million shares, par value RMB 1 each). • Post-IPO capital: 425.58 million ordinary shares following the issuance of 21.49 million H shares in Hong Kong. • Promoters: 31 entities and individuals, with founder Zhao Jianhui holding 30.38% pre-IPO; other notable promoters include Xiamen Xike Zhongheng Investment Partnership (15.76%) and Li Qinghua (7.51%).
3. Share Transfer & Lock-Up • Founders’ and other pre-IPO shareholders’ shares are subject to a one-year lock-up from the Hong Kong listing date. • Directors, supervisors and senior management may transfer no more than 25% of their shareholdings per year and are restricted from any sale within the first year after listing and for six months post-departure. • Domestic shares cannot be transferred to entities identified as engaging in competing businesses without company approval.
4. Governance Structure • Board of Directors: Nine members (six non-independent, three independent), each serving three-year terms; at least one independent director must possess professional financial expertise. • Board of Supervisors: Three members (two elected by shareholders, one employee representative). • Senior Management: Includes a general manager, deputy general manager(s), chief financial officer and board secretary, all appointed by the Board. • The company establishes Audit, Remuneration and Nomination Committees; the Audit Committee must be fully composed of non-executive directors.
5. Shareholder Rights & Protections • One-share-one-vote structure; special resolutions require at least two-thirds of voting rights present. • Cumulative voting applies when a single shareholder and concert parties hold 30% or more of equity in director or supervisor elections. • Minority shareholders (holding ≥1% for 180 days) can initiate derivative actions against directors or executives for breaches causing company losses. • Profit distribution: At least 10% of annual after-tax profit allocated to statutory reserve until it reaches 50% of registered capital; dividends, once approved, must be paid within six months.
6. Capital Management • Share buybacks permitted for capital reduction, employee incentives, bond conversion or protection of shareholder value, subject to shareholder or board approval and capped at 10% of outstanding shares for certain purposes. • Any capital change must be registered within 30 days of resolution.
7. Party Organization • The company establishes a Communist Party organization in line with the Party Constitution and provides resources for its activities.
8. Audit & Reporting • Annual report to be disclosed within four months of fiscal year-end; interim report within three months of half-year-end. • An external accounting firm is appointed annually by shareholder vote; dismissal requires prior written notice and shareholder approval.
The Articles of Association become effective from the date of EPIWORLD’s Hong Kong listing, superseding prior constitutional documents and consolidating all shareholder agreements under the new framework.
Comments