Jiangxi Institute of Biological Products Inc. (abbrev. “Jiangxi Bio”) has published its revised Articles of Association, setting out the company’s legal framework ahead of its planned Main Board debut on The Stock Exchange of Hong Kong on 30 June 2026. Key disclosures include:
Corporate Profile • Jiangxi Bio was converted into a joint-stock company in 2017 after restructuring a state-owned enterprise founded in 2002. • The company completed China Securities Regulatory Commission filing on 24 April 2026, paving the way for a Hong Kong H-share listing of up to 41.67 million shares. • Registered capital stands at RMB 308.38 million, rising to RMB 313.81 million if the over-allotment option is fully exercised. • Upon listing (assuming no over-allotment), total share capital will be 308.38 million shares, of which 307.09 million are H shares and 1.29 million are unlisted domestic shares.
Share Structure and Capital Management • Shares carry a par value of RMB 1.00 and are issued on equal terms. • The company may repurchase shares for capital reduction, employee incentive schemes, bond conversion or to protect shareholder value, with treasury shares capped at 10% of issued capital and to be transferred or cancelled within three years. • External guarantees exceeding 30% of audited total assets, or those in favour of highly-leveraged parties, require shareholder approval.
Governance Framework • The Board of Directors comprises nine members, with at least three (not less than one-third) serving as independent non-executive directors; one independent director must possess accounting or related financial expertise and at least one must ordinarily reside in Hong Kong. • Directors serve three-year terms and may be re-elected. The Board must meet at least four times per year. • Five specialised committees—Audit, Nomination, Remuneration & Appraisal, Strategy & Investment, and Sustainability—support the Board. • The Audit Committee, made up solely of non-executive directors and chaired by an independent director with accounting credentials, assumes supervisory responsibilities in lieu of a Supervisory Committee.
Shareholder Rights • Shareholders holding ≥3% of shares for 180 consecutive days may inspect accounting records. • Shareholders holding ≥10% of voting shares can requisition extraordinary general meetings. • Related or connected shareholders must abstain from voting on relevant resolutions, and separate vote tallies of independent shareholders will be disclosed.
Profit Distribution Policy • A “proactive” approach emphasises stable returns with cash dividends as priority. • If the company records positive distributable profit and retains sufficient funds for operations, it will declare at least one dividend each financial year. • At least 10 % of annual post-tax profit is allocated to statutory reserves until they reach 50 % of registered capital. • Dividend proposals require Board approval and shareholder endorsement; implementation must occur within two months of shareholder approval.
Internal Controls & Audit • A dedicated internal audit unit reports directly to, and is overseen by, the Audit Committee. • External auditors are appointed annually by shareholders; dismissal requires shareholder resolution and a 30-day notice to the audit firm.
Dissolution & Liquidation • Triggers for dissolution include expiry of business term, shareholder resolution, enforced closure, or court order. • Liquidation must commence within 15 days of a dissolution event; directors act as liquidators unless creditors or courts appoint others.
The updated Articles become effective upon Jiangxi Bio’s H-share listing; any subsequent amendments will require shareholder approval and regulatory filing.