Epiworld International Co., Ltd. (Epiworld) released its revised Articles of Association dated June 2026, detailing the company’s governance architecture, capital structure and shareholder protections following its Hong Kong listing.
Key corporate profile • Incorporation: Joint-stock company converted on 28 February 2023 from the original Epiworld International Co., Ltd. • CSRC filing: 30 January 2026. • Hong Kong IPO: 21.49 million H-shares listed on 30 March 2026. • Registered capital: RMB 425.58 million, equal to 425.58 million shares with a par value of RMB 1 each. • Business scope: R&D, production and sales of semiconductor materials and equipment, plus related consulting, import–export and wholesale services.
Share capital & issuance rules • Board authorised—subject to shareholder mandate—to issue up to 50% of existing share capital within three years; non-cash contributions require separate shareholder approval. • Pre-IPO shares are subject to a 12-month lock-up from the Hong Kong listing date. • Domestic shares may be converted into H-shares upon CSRC filing and HKEX consent. • Share buy-backs permitted under PRC law for capital reduction, employee incentives, bond conversion or protection of shareholder value; aggregate treasury shares capped at 10% of issued capital and must be disposed of or cancelled within three years.
Equity structure at conversion (360 million shares) Top promoters and initial stakes: – Zhao Jianhui: 109.35 million shares (30.38%). – Xiamen Xike Zhongheng Investment LP: 56.75 million (15.76%). – Li Qinghua: 27.02 million (7.51%). – Xiamen Xincheng Zhongchuang Investment LP: 16.50 million (4.58%). – Hubble Technology VC: 16.29 million (4.53%). Collectively, the five largest promoters held 62.74% of pre-listing equity.
Governance structure • Board of Directors: minimum seven members, including at least three independent non-executive directors (one must possess accounting/financial expertise). Directors serve three-year terms and may be re-elected. • Board of Supervisors: three members, including one employee representative; supervisors also serve three-year terms. • Mandatory board committees: Audit, Remuneration and Nomination; majority-INED composition required for the latter two. • Senior Management: company to appoint a general manager, a co-general manager, deputy GMs, CFO and board secretary; appointments approved by the Board.
Shareholder rights & protection • One-share-one-vote structure; significant matters—such as amendments to the Articles, M&A, or major asset transactions (>30 % of total assets)—require at least two-thirds approval at general meetings. • Shareholders holding 3%+ for 180 days may inspect accounting records; 1%+ for 180 days may initiate derivative actions. • Cumulative voting mandated when a single shareholder and concerted parties control ≥30 % of equity. • Connected shareholders must abstain from voting on related-party transactions.
Profit allocation policy • Minimum 10% of annual after-tax profit transferred to statutory reserve until it reaches 50% of registered capital. • Post-reserve, distributable profit allocated pro rata to all shareholders; treasury shares are excluded from dividends. • Dividends approved by shareholders’ meeting to be paid within six months of resolution.
Risk management & compliance • Internal audit function established; audit head reports to the Board. • External auditor engaged annually; dismissal requires shareholder approval. • Detailed provisions govern mergers, splits, capital changes, liquidation triggers and procedures.
Party governance • The Articles affirm establishment of Communist Party of China (CPC) organisation within the company, with provision of resources for party activities.
These consolidated rules provide a comprehensive framework for Epiworld’s corporate governance, share administration and stakeholder protections as it embarks on post-listing operations in Hong Kong.
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