Shandong Xinhua Pharmaceutical Company Limited (“Shandong Xinhua Pharma”) has issued an updated Articles of Association clarifying its capital structure, governance framework and profit-distribution mechanics.
Key corporate profile • Registered capital: RMB 696.68 million, represented by 696,683,435 ordinary shares. • Share class split: 501.68 million A-shares (72.01 %) and 195.00 million H-shares (27.99 %). A-shares are centrally deposited at China Securities Depository and Clearing, while H-shares are primarily held through Hong Kong Securities Clearing Company’s nominee structure. • Corporate form: Perpetual joint-stock company with legal address at No. 1 Lutai Avenue, Hi-tech Industry Development Zone, Zibo City, Shandong Province.
Governance highlights • Board of Directors: Nine members, including four independent non-executive directors and at least one employee-elected representative; three-year terms with re-election permitted. • Party committee: Established in line with PRC regulations to “discuss and decide major issues” and participate in senior appointments via a “two-way entry and cross-appointment” mechanism. • Special board committees: Strategy, Audit, Nomination, and Remuneration & Assessment, each chaired or majority-held by independent directors. • Audit Committee replaces a traditional supervisory board and holds statutory supervisory powers. • Major transactions: Board approval threshold set at 10 % of latest audited net assets for single external guarantees; shareholder approval required when cumulative guarantees exceed 50 % of net assets or other specified limits.
Shareholder rights & meetings • Shareholders with 1 % of voting shares (held ≥180 days) may propose agenda items and, jointly or individually, initiate derivative litigation. • General meetings must provide at least 20 working-day notice for annual sessions and 10–15 working-day notice for extraordinary sessions. • Cumulative voting applies if a controlling shareholder holds ≥30 % equity during director elections.
Capital operations • Future capital increases may be executed via public or private share issues, bonus issues, reserve conversions or other PRC-permitted methods, subject to shareholder authorization. • The company may repurchase up to 10 % of issued shares for employee incentive plans, convertible bond support or other purposes permitted by law; shares repurchased for cancellation must be retired within 10 days.
Dividend and reserve policy • Annual cash dividends targeted at no less than 10 % of distributable profit; payout ratio scales to 20 %–80 % depending on growth stage and capital expenditure plans. • Interim dividends may be proposed when conditions allow; intervals between two dividend distributions shall not be less than six months. • Statutory reserve transfers 10 % of annual after-tax profit until the fund equals 50 % of registered capital.
Audit & disclosure • An external auditor is appointed annually by shareholders; resignation or dismissal requires shareholder approval with advance notification to the auditor. • Annual reports must be filed within four months after fiscal year-end; interim reports within two months of half-year-end. • Corporate communications to H-shareholders may be delivered electronically or in hard copy, complying with Hong Kong Stock Exchange rules.
Dissolution & liquidation • Triggers include term expiry, shareholder resolution, merger/demerger, insolvency, regulatory revocation or court order. • Liquidation committees must notify creditors within 10 days and complete public announcements within 30 days.
The revised charter takes effect upon shareholder approval and registration with market-supervision authorities, replacing all prior versions.
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