Shenzhen-based Medcaptain Medical Technology Co., Ltd. (MEDCAPTAIN) released a comprehensive update to its Articles of Association, effective September 2026, setting out its capital structure, shareholder rights, dividend policy and corporate-governance framework.
Capital & Share Structure • Registered capital is set at RMB538.63 million, represented by 538.63 million ordinary shares. • 479.22 million shares (88.97%) are listed as H shares on the Hong Kong Stock Exchange; 59.41 million shares (11.03%) remain domestic unlisted shares. • The company’s Hong Kong debut on 7 September 2026 involved an IPO of 38.91 million new H shares and the conversion of 440.31 million domestic shares to H shares.
Share Issuance & Repurchase • Shares are issued at RMB1.00 par value on a “one share, one vote” basis. • Repurchase is permitted for six specific purposes—including capital reduction, equity incentives and bond conversion—subject to shareholder or board approval and capped at 10% of issued capital, with prescribed cancellation or transfer windows.
Transfer Restrictions • Pre-IPO shares are locked for 12 months from listing. • Directors and senior management may sell no more than 25% of their holdings per year and face a 12-month lock-up post-listing and a six-month lock-up after leaving office.
Dividend & Reserve Policy • At least 10% of annual after-tax profit is allocated to statutory reserves until the reserve reaches 50% of registered capital. • Remaining distributable profit is paid to shareholders pro-rata in cash or shares; interim cash dividends are allowed. • No dividends may be paid on treasury shares held by the company.
Guarantee & Major Asset Rules • Shareholder approval is mandatory for any external guarantee that: – Lifts total guarantees above 50% of net assets; – Exceeds 10% of net assets in a single transaction; – Benefits shareholders, de facto controllers or related parties. • Asset purchases or disposals exceeding 30% of total assets within one year require shareholder consent.
Governance Framework • A nine-member Board of Directors must include at least three independent directors and one accounting professional. • An Audit Committee, comprising three non-executive directors (majority independent), replaces the traditional Supervisory Committee and oversees financial reporting, internal control and external audit engagement. • The Board may establish additional committees for strategy, ESG, nomination and remuneration. • The general manager acts as the company’s legal representative; key board and committee decisions require majority support of non-related members.
Financial Reporting & Disclosure • Annual reports must be issued within four months of fiscal year-end; interim reports within two months of half-year end. • The company pledges equal disclosure in Chinese and English, with announcements posted on the HKEX news website and other designated media.
Dissolution & Liquidation • Dissolution triggers include term expiry, shareholder resolution, merger/division, licence revocation or court order; directors serve as liquidators unless otherwise appointed.
The revised Articles of Association become the governing document for all shareholders, directors and senior management from the date of effect. MEDCAPTAIN emphasises that any future amendments will require a two-thirds shareholder vote and, where applicable, regulatory approval.
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