Tianjin-headquartered vaccine developer CanSino Biologics (CANSINOBIO) has released its revised Articles of Association, setting out detailed rules on share capital, corporate governance, profit distribution and other statutory matters. Key points are as follows:

1. Share Capital and Issuance • Registered capital is RMB 247.04 million, equal to 247.04 million ordinary shares with a par value of RMB 1 each. • The company may issue both A-shares (centralised at China Securities Depository & Clearing) and H-shares (via overseas depository receipts). • Financial assistance by the company or its subsidiaries for share purchases is prohibited, except for employee share ownership plans; any permitted assistance is capped at 10 % of issued share capital and requires at least two-thirds board approval.

2. Restrictions on Share Dealing by Insiders • Directors and senior management must report their holdings and cannot sell more than 25 % of their shares in any 12-month period. • Gains realised from opposite-direction trades within six months (so-called “short-swing profits”) must be returned to the company.

3. Dividend & Profit Allocation Framework • After-tax profit is allocated in the following order: (i) 10 % to statutory reserve until it reaches 50 % of registered capital; (ii) discretionary reserve as approved by shareholders; (iii) cash dividends primarily, with scrip or mixed forms possible. • Annual cash dividends shall normally account for at least 10 % of distributable profit, with higher thresholds (20 %–80 %) tied to growth stage and capital expenditure needs. • Dividend distribution must be completed within two months after shareholder approval.

4. Board Structure and Independent Oversight • Board size ranges from five to 19 directors; independent non-executive directors must represent at least one-third of the board and include at least one member with accounting or financial expertise. • The board has established Audit, Nomination, and Remuneration & Assessment Committees; each is majority-independent and chaired by an independent director. • The Audit Committee must comprise at least three non-executive directors; the Strategic Committee may be set up as needed.

5. Shareholder Protections and Related-Party Governance • Significant transactions—e.g., asset purchases, sales or guarantees exceeding 30 % of latest audited total assets—require shareholder approval. • Related shareholders must abstain from voting on transactions in which they have an interest; minority shareholder votes are counted and disclosed separately. • Controlling shareholders, de facto controllers and related parties are prohibited from misusing company funds or insider information, and must avoid impairing minority interests.

6. Capital Changes, M&A and Liquidation Procedures • Detailed processes for capital increase/reduction, mergers, demergers and dissolution are codified, including mandatory creditor notification periods (10-day notice; 30-day public announcement) and liability provisions for directors and senior management.

7. Internal Control & Audit • An internal audit system, overseen by the Audit Committee, supervises risk management and financial reporting. • External auditors are appointed annually by shareholders; dismissal requires a general-meeting resolution after giving the auditor 15-days’ notice.

8. Effective Date & Language • The revised Articles take effect upon shareholder approval and regulatory filing. The Chinese version prevails over translations in case of discrepancies.

The comprehensive update aligns CanSino Biologics’ corporate governance and disclosure standards with prevailing PRC law, CSRC regulations and Hong Kong / SSE STAR Market listing rules, reinforcing oversight, transparency and shareholder protections.