Shanghai Fudan Microelectronics Group Company Limited (Shanghai Fudan) has adopted a comprehensive revision of its Articles of Association at the 2025 Annual General Meeting held on 22 May 2026, aligning company governance with the latest requirements of the PRC Company Law, Securities Law, the STAR Market and Hong Kong listing rules.
Key capital data • Registered capital is confirmed at RMB 82.37 million, divided into 823.72 million ordinary shares with a par value of RMB 0.1 each. • Share mix: 539.39 million Onshore-Listed Domestic-Invested (A) Shares and 284.33 million Overseas-Listed Foreign-Invested (H) Shares. • The five largest on-shore shareholders at the date of adoption are Shanghai Fudan Fukong Technology (15.78 %), Shanghai Fudan High Tech (15.37 %), Shanghai Zhengben Corporate Management Partnership (7.51 %), Shanghai Zhenghua Corporate Management Partnership (4.99 %) and Shanghai Guonian Corporate Management Partnership (4.31 %). H-share investors collectively hold 40.94 % of the company.
Board structure and oversight • The board is fixed at 11 directors—four independent, one employee representative and up to six non-independent members. • An Audit Committee, chaired by an independent director with accounting expertise, assumes statutory supervisory responsibilities, including nomination of external auditors and oversight of internal controls. • Three additional board committees—Strategy & Investment, Nomination, Remuneration & Evaluation, and Environment, Social & Governance—are established to strengthen specialized supervision.
Shareholder rights and capital actions • Shareholder resolutions require a simple majority for ordinary matters and a two-thirds majority for special matters such as amendments to the Articles, major asset deals (>30 % of total assets), and equity incentive schemes. • Share buy-backs are capped at 10 % of issued capital, must follow strict approval thresholds and—in most cases—be executed via centralised trading. • Guarantees to external parties trigger shareholder approval when aggregate exposure exceeds 50 % of net assets, single guarantees exceed 10 % of net assets, or the counterparty’s debt-to-asset ratio is above 70 %.
Dividend policy • Cash dividends remain the priority, with a floor of 10 % of annual distributable profit, subject to overall financial position and investment plans. Shareholders must approve any deviation, and undistributed profits must be justified publicly.
Other notable provisions • The company reiterates the establishment of a Communist Party organisation within its corporate structure. • Directors and senior executives face explicit loyalty and diligence duties, with liability clauses for misconduct. • Independent directors gain authority to convene board meetings, engage external advisers and publicly solicit shareholder voting when minority interests require protection.
The updated Articles take immediate effect and supersede all previous versions, providing Shanghai Fudan with an enhanced governance framework designed to support its dual-listing status on the STAR Market and Hong Kong Stock Exchange.
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