Metis TechBio Co., Ltd. released an updated Articles of Association that will take effect upon the company’s H-share issuance and listing on the Main Board of The Stock Exchange of Hong Kong Limited (HKEX).

Key governance and capital highlights:

• Corporate profile – Registered capital: RMB115.25 million. – Incorporation method: whole-company conversion of Hangzhou Jitai Pharmaceutical Technology Co., Ltd. – Legal representative: the Board chairman. – Headquarters: Beijing.

• Share capital and listing plan – Initial H-share IPO: approval obtained on 17 Mar 2026 to issue 201.23 million H shares, scheduled to list on HKEX on 13 May 2026. – Post-IPO share structure: 1.15 billion ordinary shares, of which 1.05 billion (91.36 %) will be H shares; 99.59 million (8.64 %) will remain domestic shares. – Par value: RMB0.10 per share. – Future equity financing: Board may, within a shareholder-granted general mandate, issue up to 20 % of the then-issued share capital within six months to three years after H-share listing.

• Founding shareholding (87.85 million shares pre-IPO) – Largest promoter: Scientia HK Limited (14.54 %). – Other significant promoters include CICC Kangrui II (8.26 %), Chen Hongming (7.62 %) and Beijing PICC Health & Pension Industry Fund (5.73 %).

• Governance structure – Board of eight directors; at least one-third must be independent. – Audit Committee assumes traditional supervisory responsibilities, replacing a separate Supervisory Committee. – Additional Nomination and Remuneration & Appraisal Committees formed under the Board. – Senior management positions include CEO, COO, CRDO, CFO and Board Secretary.

• Shareholder protections – Cumulative voting available for director elections. – Related-party shareholders must abstain from voting on connected transactions. – Shareholders holding ≥1 % may propose meeting resolutions; those holding ≥10 % may requisition extraordinary general meetings. – Share buy-backs permitted for specific purposes such as ESOPs, bond conversions or safeguarding shareholder value, with a 10 % cap on treasury shares.

• Dividend policy – Statutory reserve allocation: 10 % of annual after-tax profit until reserves reach 50 % of registered capital. – Cash dividends, bonus shares or capitalisation issues to be implemented within two months of approval; timing may be adjusted to meet regulatory requirements.

• Dissolution triggers and liquidation – Events include shareholder resolution, merger, revocation of licence, or material operational difficulties leading shareholders with ≥10 % voting rights to seek court-ordered dissolution. – Directors must form a liquidation group within 15 days of a dissolution event.

• Audit arrangements – External auditor engaged annually, subject to shareholder approval; audit fees determined by shareholders. – Internal Audit Department reports to the Board and Audit Committee; annual internal-control assessment mandated.

The comprehensive document aligns the company’s governance, capital management and disclosure practices with the Company Law of the PRC, the Securities Law and HKEX Listing Rules as it prepares for cross-border public listing.