Shanghai INT Medical Instruments Co., Ltd. (“INT Medical”) has released its revised Articles of Association, which will take effect on 28 May 2026. The document, approved by shareholders via special resolution, reshapes key aspects of the company’s capital structure, governance framework and stakeholder rights.

Key Points

1. Registered Capital & Share Structure • Registered capital is set at RMB 211.20 million, divided into 211.20 million ordinary shares with a par value of RMB1 each. • Share mix: 71.79 million domestic shares (33.99%) and 139.41 million H shares (66.01%). • Since 2019 the company has enlarged its equity base through multiple issuances, most recently adding 35.20 million H shares in January 2026.

2. Share Issuance & Repurchase Rules • All shares carry equal rights; issues must be on identical terms and price per class. • Repurchases are restricted to six CSRC-defined scenarios; buy-backs for employee incentive plans, convertible bond conversion, or value protection are capped at 10% of issued capital and must be completed within three years. • The company is prohibited from providing financial assistance for share acquisitions except under narrowly defined employee ownership schemes, and any such assistance is capped at 10% of issued capital.

3. Governance Structure • Board size: 6–9 directors, including at least three independent non-executive directors; one independent director must possess accounting or related financial expertise, and at least one must reside in Hong Kong. • Directors serve three-year terms; independent directors are limited to a cumulative nine-year tenure. • The Audit Committee (comprised solely of non-executive directors and chaired by an accounting professional) replaces a traditional supervisory committee and assumes statutory oversight of financial reporting, internal controls and external auditor engagement. • Additional Remuneration and Nomination Committees are mandated; both are charged with setting pay policy, overseeing board composition, and evaluating senior management.

4. Shareholder Rights & Protections • Ordinary shareholders retain equal rights to dividends, voting and information access. • Directors, senior managers and holders of ≥5% equity are restricted from short-swing trading within six months; profits from any breach revert to the company. • Guarantees to shareholders or de facto controllers require shareholder approval; any guarantee exceeding 30% of total assets or causing aggregate guarantees above 50% of net assets must be cleared by shareholders.

5. Profit Distribution Framework • At least 10% of annual after-tax profit must be transferred to statutory reserves until the reserve reaches 50% of registered capital. • Remaining distributable profit will be paid to shareholders pro-rata; no dividends accrue to treasury shares. • The Articles require a clear cash-dividend-first policy and detailed disclosure of dividend decision processes.

6. Dissolution & Liquidation • Triggers include shareholder resolution, major operational difficulties, license revocation, merger, division, or expiry of operational term. • A liquidation committee—composed of directors or court-appointed personnel—must form within 15 days of a dissolution event to settle debts and distribute residual assets.

7. Party Organization & Compliance • INT Medical will establish a Communist Party organization within the company and provide resources for its activities, reflecting updated PRC corporate governance requirements. • Directors and senior executives face enhanced fiduciary and diligence obligations; breaches leading to company losses trigger joint and several liability.

Implementation Timeline The revised Articles become effective on 28 May 2026 following filing with the relevant regulatory authorities and will guide corporate actions, disclosures, and governance practices thereafter.