Circuit Fabology Microelectronics Equipment Co., Ltd. (CFMEE, HK 09630) has released its full Articles of Association, detailing the company’s legal foundation, corporate governance structure, capital composition, shareholder rights and profit-distribution policy ahead of its Hong Kong listing.
CFMEE is a joint-stock company incorporated in Hefei, China, with a registered capital of RMB 146.51 million. Following completion of its H-share initial public offering, the company’s share base totals 146.51 million ordinary shares, split into 131.74 million A shares (89.92%) listed on Shanghai’s STAR Market and 14.76 million H shares (10.08%) approved by HKEX on 25 June 2026 and listed on 26 June 2026.
Business Scope The company develops, manufactures and sells high-end equipment and hardware–software products for integrated circuits, printed circuit boards, flat-panel displays, flat printing and new-energy industries. It is also licensed for import and export of commodities, subject to regulatory approvals.
Capital Management • Par value is set at RMB 1.00 per share. • Financial assistance for share acquisition is capped at 10% of total issued capital and requires board or shareholder approval. • Share repurchases are permitted for six defined purposes, including capital reduction, employee incentive plans and bond conversion. Aggregate treasury shares may not exceed 10% of issued capital and must be transferred or cancelled within three years. • Pre-IPO shares are locked for 12 months; directors and senior management may sell no more than 25% of their holdings per year thereafter and are subject to a six-month lock-up post-departure.
Governance Framework • Board of Directors: nine members, including at least three independent directors and one employee representative; term of office is three years with eligibility for re-election. • Key board powers cover strategy, budgets, major investments, guarantees and appointments of senior management. • Audit Committee (three directors, two of whom are independent) replaces a traditional supervisory board and holds authority over financial reporting, internal control oversight and external auditor appointments. • Additional specialised committees—Nomination, Remuneration & Appraisal, and Strategy & Development—support the board, each chaired or majority-composed by independent directors.
Shareholder Meetings Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be triggered by events such as a capital reduction, significant losses or at the request of shareholders holding at least 10% of shares. Shareholders may vote in person, by proxy or online, with one vote per share. Related parties must abstain from voting on connected-transaction resolutions.
Dividend & Reserve Policy • Mandatory cash dividends when conditions permit; cumulative cash payouts over any three-year period to reach ≥ 30% of average distributable profit. • If the company is in a mature stage without major capex, cash dividends will account for ≥ 80% of total distributions; if capex needs are substantial, the ratio may be lowered to 40% or 20% depending on growth stage. • Regular annual dividends are targeted, with payment (or share distribution) to be completed within two months of shareholder approval. • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital.
Dissolution & Liquidation The Articles outline conditions for dissolution, including expiry of operating term, shareholder resolution, merger, division or bankruptcy. In dissolution scenarios, directors form a liquidation panel responsible for settling debts, disposing of assets and distributing residual value to shareholders in proportion to holdings.
Audit & Disclosure CFMEE will engage an external accounting firm for annual audits, subject to shareholder approval. Annual reports must be filed within four months of year-end and interim reports within two months of the half-year mark.
The detailed charter aligns with PRC Company Law, Securities Law, CSRC regulations and the Hong Kong Listing Rules, providing investors with a clear view of CFMEE’s governance and financial policies as the company operates as a dual-listed entity in Shanghai and Hong Kong.