Nexchip Semiconductor Corporation (Nexchip, 02249) has published an updated Articles of Association in preparation for its dual-listing structure on the STAR Market and Hong Kong Main Board. The document formalises the company’s capital profile, governance architecture, profit-distribution principles and other statutory provisions. Key highlights are as follows:

Capital Structure – Registered capital is set at RMB 2.23 billion, equal to 2,234,645,597 ordinary shares with a par value of RMB 1 each. – Share breakdown: 2,007,591,697 A-shares listed on the Shanghai Stock Exchange and 227,053,900 H-shares listed in Hong Kong. – The company’s transformation to a joint-stock entity included a public issue of 501.53 million A-shares (May 2023) and an overseas offer of 216.17 million H-shares plus a 10.89 million over-allotment option (July–August 2026).

Shareholder Safeguards and Capital Management – Total share buy-backs triggered for employee incentives, bond conversions or value protection must not exceed 10 % of the company’s issued shares and must be completed or cancelled within three years. – External guarantees crossing 50 % of net assets, 30 % of total assets or extended to shareholders/controlling entities require shareholder approval with connected parties abstaining.

Board Composition and Committees – The Board comprises nine directors: five non-independent, three independent and one employee representative. – Key committees include Audit (minimum three non-executive directors with a majority independents), Nomination, Remuneration & Evaluation, and Strategy & ESG. – The Audit Committee assumes the statutory oversight role traditionally held by a board of supervisors.

Profit-Distribution Policy – Cash dividends take priority; when statutory conditions are met, at least 10 % of annual distributable profit will be paid in cash. – Depending on development stage and capital-expenditure plans, the cash-payout ratio must reach 20 %, 40 % or 80 %. – Dividends (or bonus shares) approved by shareholders must be distributed within two months of the relevant meeting.

Governance and Compliance – Independent directors hold enhanced powers, including the right to call extraordinary board or shareholder meetings and to publicly solicit voting rights. – The company has replaced a traditional supervisor board with an Audit Committee and instituted a robust internal-audit function reporting directly to this committee.

Party Organisation – In line with Chinese corporate governance practices, a CPC committee is embedded within the corporate structure, with its secretary serving concurrently as a company director.

The revised Articles take effect upon the listing of Nexchip’s H-shares on the Hong Kong Stock Exchange, scheduled for July 2026.