Fibocom Wireless Inc. released an updated Articles of Association (effective March 2026), detailing its current capital structure, governance framework and profit-sharing rules.
Key Capital Data • Registered capital: RMB 899.27 million, divided into 899,265,844 ordinary shares. • Share class split: 764.19 million A-shares (84.98 %) listed on the Shenzhen GEM since April 2017 and 135.08 million H-shares (15.02 %) listed in Hong Kong since October 2025.
Shareholder Rights and Meetings • One share equals one vote; A- and H-shares are treated as the same class for voting. • Annual general meetings must be held within six months after each financial year-end; interim meetings are required when losses reach one-third of paid-up capital or when requested by holders of at least 10 % of shares. • Cash dividend priority: cumulative cash payouts over three years must be at least 30 % of the average annual distributable profit, with a minimum 15 % threshold for any single year.
Board Composition and Committees • Board set at six directors, including three independent directors and one employee representative; term length three years with re-election permitted (maximum six consecutive years for independents). • Board committees established: Audit (three independents, replacing a Board of Supervisors), Nomination, Remuneration & Appraisal, and Strategy & Investment. • Audit Committee decisions replace traditional supervisor functions; its resolutions on financial disclosure, auditor appointment or dismissal, and CFO changes require majority support of all committee members.
Senior Management • One General Manager plus deputy general managers appointed by the Board, with three-year renewable terms. • Senior executives may not hold administrative roles in the company’s controlling shareholder.
Profit Distribution Framework • After statutory and discretionary reserves, remaining profit is distributed pro-rata. • Cash dividends take precedence; stock dividends allowed only when justified by growth or share-capital considerations. • Dividend distribution must be executed within two months after shareholder approval, unless regulations dictate otherwise.
Share Transactions and Restrictions • Directors, senior management and shareholders holding more than 5 % of shares face a 25 % annual transfer cap and a six-month lock-up after trades. • Connected shareholders must abstain from voting on related-party transactions; separate vote counts for minority shareholders are mandatory.
Other Notables • The company may repurchase up to 10 % of issued shares for incentive plans, convertible-bond conversion, or to protect shareholder value, subject to Board or shareholder approval. • Internal audit reports directly to the Audit Committee; annual internal control evaluation is mandated. • Amendments to the Articles require two-thirds shareholder approval and, if necessary, regulatory consent.
The updated charter codifies Fibocom’s dual-listing capital structure, formalises a shareholder-friendly dividend policy, and aligns governance practices with both PRC regulations and Hong Kong Listing Rules.