Shanghai HeartCare Medical Technology Corporation Limited (“HeartCare”) released its revised Articles of Association, approved at the 16 January 2026 Extraordinary General Meeting and the 28 May 2026 Annual General Meeting. The document sets out the company’s updated capital profile, corporate-governance framework and shareholder safeguards that will govern operations going forward.
Key capital metrics • Registered capital is confirmed at RMB 39.83 million, represented by 39.83 million ordinary shares. • Share mix comprises 7.73 million domestic shares, 0.54 million unlisted foreign shares and 31.57 million H shares listed in Hong Kong. • The Articles permit future issues of other share classes (e.g., preference shares) subject to regulatory approval and allow conversion of unlisted shares into overseas-listed shares without a separate shareholder vote.
Share issuance, buy-back and capital change • Capital can be increased via public or private offerings, rights issues, or reserve conversion; reductions require notification of creditors and regulatory filings. • Share buy-backs are permitted for seven specific purposes, including employee share plans, bond conversions and value protection, with a 10 % cap on total issued shares when repurchased for incentive or conversion purposes. Cancelled shares must be removed from the register within ten days.
Shareholder rights and meeting mechanics • Shareholders enjoy equal voting rights (one vote per share) and can nominate board candidates, requisition extraordinary meetings and propose agenda items when holding at least 1 % of voting shares for 180 consecutive days. • Connected shareholders must abstain from voting on related-party matters; resolutions on such items require more than 50 % approval from disinterested shareholders (two-thirds for special resolutions). • Annual general meetings must be held within six months of the fiscal year-end; four types of authorised conveners (board, supervisory committee, qualified shareholders or relevant regulators) are recognised.
Board composition and committees • The board comprises nine directors with a minimum one-third independent; at least one independent director must have appropriate accounting or financial expertise. • Key committees include Audit, Nomination and Remuneration. The Audit Committee must be entirely non-executive and majority independent, with authority over auditor appointment, internal-control review and financial disclosure. • The board is required to meet at least four times per year; extraordinary sessions can be called by shareholders holding ≥10 % voting rights, one-third of directors, half of independent directors, the Audit Committee or the chair.
Senior management and internal controls • HeartCare must appoint a general manager and a board secretary; other senior posts include deputy general managers and a chief financial officer. • Anyone associated with the controlling shareholder or de-facto controller is barred from senior management roles, enhancing independence. • All insiders are prohibited from misappropriating company assets, granting unlawful guarantees or engaging in competing businesses.
Profit distribution and reserves • After covering accumulated losses, HeartCare must allocate at least 10 % of annual after-tax profit to its statutory reserve until the reserve reaches 50 % of registered capital. • Remaining distributable earnings may be paid as cash or share dividends, with payout execution required within two months of shareholder approval.
Financial reporting and audit • The company will publish interim results within 60 days of each half-year-end and audited annual results within 120 days of fiscal year-end, prepared under both PRC GAAP and either IFRS or Hong Kong reporting standards. • An independent auditor, appointed by shareholders, holds full access to books and records and may address the general meeting directly.
Dissolution and liquidation • Events triggering dissolution include shareholder resolution, merger or division, licence revocation, insolvency or other statutory causes. A liquidation committee must be formed within 15 days to settle debts and distribute residual assets to shareholders pro rata.
The comprehensive update aligns HeartCare’s corporate constitution with current PRC Company Law, Hong Kong Listing Rules and other regulatory requirements, providing a clearer governance roadmap as the med-tech firm continues its post-listing development.