Gpixel Changchun Microelectronics Inc. (abbreviated “GPIXEL”) released its revised Articles of Association dated May 2026, outlining corporate fundamentals following its Hong Kong listing.
Capital Structure • Registered capital stands at RMB 445.09 million, divided into 445.09 million ordinary shares of RMB 1.00 par value each. • The original 370.00 million shares were created via an overall conversion of Gpixel Limited’s RMB 595.76 million net assets (conversion ratio 1:0.6211). • A further 65.29 million H-shares were issued, filed with the China Securities Regulatory Commission on 10 March 2026 and listed on the Hong Kong Stock Exchange on 17 April 2026. • Shares are registered; domestic shares are held through China Securities Depository and Clearing, while H-shares are settled under Hong Kong market rules.
Key Governance Provisions • Shareholders’ liability is limited to their subscribed capital; the company’s liability is limited to its assets. • Board of Directors comprises nine members, with independent non-executive directors representing at least one-third. • The Chairman serves as legal representative; the Board establishes Audit, Nomination, Remuneration & Evaluation, and Strategy Committees. • An Audit Committee (three members, majority independent) replaces the traditional Supervisory Committee, assuming statutory supervisory duties. • Senior management includes a General Manager, Deputy General Managers, CFO and Board Secretary. Dual roles are capped: directors who also serve as executives plus employee representatives may not exceed half the board.
Shareholder Rights and Meetings • Shareholders can attend meetings in person, by proxy or via online voting. • Ordinary resolutions pass with >50 % voting rights; special resolutions require ≥66 %. • Significant matters—capital changes, M&A, dissolution, substantial asset deals (>30 % of total assets) and equity incentive plans—demand special resolutions. • Connected shareholders must abstain from voting on related-party transactions; approval then requires a majority of disinterested votes.
Capital Management • The company may increase capital through new issues, reserves capitalization or bonus issues; repurchases are permitted under PRC and Hong Kong regulations, with a 10 % cap on treasury shares held. • External guarantees above defined thresholds (e.g., single guarantee >10 % of net assets, aggregate guarantees >30 % of total assets) need shareholder approval.
Profit Allocation • After-tax profit is allocated: 10 % to statutory reserve until it reaches 50 % of registered capital, optional discretionary reserve, then dividends. • Cash or share dividends must be executed within two months of shareholder approval.
Dissolution & Liquidation • Triggers include expiry of business term, shareholder resolution, regulatory revocation or sustained operational difficulty. A liquidation committee—composed of directors—must form within 15 days of dissolution.
The updated Articles provide a comprehensive legal framework aligning GPIXEL’s governance with PRC Company Law, Hong Kong Listing Rules and the 2023 CSRC regulations on overseas listings.