Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. (abbreviation: SKB BIO) released its revised Articles of Association, which will apply following the company’s H-share listing on the Hong Kong Stock Exchange.

Corporate Profile • Established as a joint-stock company on 22 November 2016; H-share listing completed on 11 July 2023. • Registered capital stands at RMB 233.19 million, divided into 233,185,969 ordinary shares with a par value of RMB 1.00 each. • Current share mix: 170.98 million H shares (73.4 %) and 62.20 million unlisted domestic shares (26.6 %).

Governance Framework • Board size fixed at 11 directors, including at least 3 independent non-executive directors (no less than one-third of the Board) and one employee representative. • The Board is led by a single chairman; no vice-chairman role is provided. • Five special committees are mandated—Audit, Nomination, Remuneration, and others as required. The Audit Committee assumes all supervisory responsibilities; no Supervisory Committee is established. • Key Board resolutions—such as changes to registered capital, merger, division, dissolution or amendments to the Articles—require a two-thirds majority. Routine matters require a simple majority.

Shareholder Rights • One share equals one vote, except where regulatory restrictions apply. • Shareholders holding ≥3 % of shares for 180 consecutive days may inspect accounting records; those holding ≥1 % for the same period may initiate derivative actions. • Stringent connected-transaction voting rules mandate that connected shareholders abstain; approval hinges on non-connected votes exceeding 50 %, or 67 % for matters otherwise requiring a special resolution.

Capital Management • Share buy-backs permitted for six specific purposes, including employee incentives and bond-to-share conversions. • Buy-backs for incentives or value preservation are capped at 10 % of issued shares and must be completed within three years.

Dividend & Reserve Policy • At least 10 % of annual after-tax profit goes to the statutory reserve until it equals 50 % of registered capital. • An “active profit-distribution” stance is adopted: cash dividends are prioritised; share dividends may supplement distributions when growth and capital structure allow. • Post-meeting dividend payments must be executed within two months of shareholder approval.

Management Team • Senior management comprises a general manager, several deputy general managers, a chief financial officer and a board secretary. • Directors cannot concurrently hold administrative roles in controlling shareholders’ entities.

Audit & Internal Control • An internal audit department, independent of the finance function, reports directly to the Audit Committee. • Annual internal-control evaluation reports are required; the Audit Committee reviews and discloses findings.

Merger, Division & Liquidation • Detailed procedures set for creditor notification, asset valuation and shareholder approval. • In the event of dissolution, directors form a liquidation committee within 15 days; residual assets are distributed to shareholders proportionally after debts and taxes.

The revised Articles take effect upon the listing of SKB BIO’s H shares and provide the governance foundation for future operations in both domestic and international capital markets.