Ingenic Semiconductor Co., Ltd. (“Ingenic”) released an updated Articles of Association dated October 2026, outlining its corporate governance architecture, capital profile, shareholder rights and profit-distribution framework.
Key Governance Architecture • Board of Directors: 11 members, with independent directors accounting for no less than one-third; at least one employee representative director is mandated. • Audit Committee: Functions as the supervisory body, replacing a traditional Supervisory Committee. It must comprise at least three non-executive directors, over half of whom are independent. • Specialised Committees: Strategy & ESG Committee and Nomination & Remuneration Committee are established, with the latter chaired by an independent director and responsible for remuneration policy, director/senior management selection and equity incentive oversight. • Senior Management: One general manager, multiple deputy general managers and a chief financial officer, all subject to three-year renewable terms. A board secretary is required.
Capital Structure and Share Classes • Registered capital stands at RMB 514.95 million, represented by 514.95 million ordinary shares. – A-shares: 483.66 million listed on ChiNext, Shenzhen. – H-shares: 31.29 million listed on Hong Kong Main Board. • Ingenic may not provide financial assistance for share acquisition except under employee share schemes and caps aggregate assistance at 10 % of issued capital, subject to shareholder or board approval. • Share repurchases are permitted within six defined circumstances, with total treasury holdings capped at 10 % of issued capital and subject to strict cancellation/transfer timetables.
Dividend and Profit-Distribution Policy • Annual cash dividends must equal or exceed 5 % of the parent-level distributable profit. • Over any three-year period, cumulative cash dividends must be at least 30 % of average annual distributable profit. • When in a mature phase without significant capex needs, the cash-dividend payout ratio must reach at least 80 %; if major investments are planned, minimum payouts drop to 40 % or 20 % depending on growth stage. • The company may forgo dividends in specific circumstances, including negative net operating cash flow or losses; such decisions require detailed disclosure and two-thirds shareholder approval. • Dividend forms can include cash, shares or a combination, with cash preferred when conditions allow.
Shareholder Rights and Protections • One share carries one vote, with cumulative voting for director elections. • Related shareholders must abstain from voting on connected-transaction matters; resolutions require approval by non-related shareholders. • Investors holding at least 1 % of shares for 180 days may initiate derivative litigation if directors or management breach duties.
Capital Adjustments, Merger & Liquidation • Any single asset transaction, guarantee or investment exceeding 30 % of audited total assets requires shareholder approval; lower thresholds trigger board approval. • Detailed liquidation procedures are set for dissolution, with directors serving as liquidation obligors unless others are appointed.
Internal Controls & Disclosure • A dedicated internal audit department, answerable to the board and supervised by the Audit Committee, oversees risk management and internal control evaluations. • Annual and interim reports must be filed within four and two months, respectively, of period-end; Cninfo and the HKEX website remain the designated disclosure platforms.
The updated Articles will govern Ingenic’s operations prospectively and supersede earlier versions upon registration with the Beijing Haidian District Administration for Market Regulation.
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