Asymchem Laboratories (Tianjin) Co., Ltd. released a fully revised Articles of Association, approved in October 2026, detailing corporate governance structure, shareholder rights, capital framework, profit distribution rules and dispute-resolution mechanisms.
Governance Framework • The Board of Directors will consist of nine members, including at least three independent non-executive directors and one employee representative. • Independent directors must account for no less than one-third of the Board, with at least one resident in Hong Kong and at least one possessing accounting or related financial expertise. • Directors serve three-year terms with no mandatory shareholding requirement and may stand for re-election. • Special Board committees—strategy, audit, nomination, and remuneration—are formalised; audit committee members must all be non-executive directors and include one accounting professional.
Share Capital and Structure • Registered capital is set at RMB 361.95 million, divided into 361.95 million ordinary shares. • As at the latest update, 92.31% (334.11 million) are A-shares listed in Shenzhen and 7.69% (27.83 million) are H-shares listed in Hong Kong. • Share transfers remain unrestricted except for regulatory lock-up periods affecting directors, senior management and large shareholders.
Profit Distribution Policy • The Company commits to annual cash dividends of no less than 10% of distributable profit when statutory conditions are met. • Cash dividends take priority over stock dividends; stock dividends may be considered when capital expenditure plans or share-price factors justify issuance. • Profit distribution proposals require approval by the Board (including at least two-thirds of independent directors) and subsequent shareholder approval.
Capital Management • Mergers, divisions, capital increases or reductions mandate shareholder approval, creditor notification and regulatory filings. • Share repurchases for employee incentives, safeguarding shareholder value or other statutory purposes are permitted, with acquired shares not exceeding 10% of issued capital and to be transferred or cancelled within three years.
Financial & Audit Provisions • The Company will publish annual, semi-annual and quarterly financial statements within four, two and one month(s) respectively after period-end. • An internal audit system is established; the audit committee supervises the internal audit function, which reports directly to the Board. • An external accounting firm, appointed annually by shareholders, audits financial statements.
Shareholder Rights & Protections • Shareholders may convene extraordinary general meetings under defined thresholds (e.g., 10% shareholding). • Significant transactions, related-party dealings, guarantees and financial assistance are subject to tiered Board and shareholder approval levels. • Disputes involving H-shareholders, the Company or its officers shall be resolved by arbitration at CIETAC or the Hong Kong International Arbitration Centre, with PRC law governing.
These revisions align the Company’s constitutional documents with the PRC Company Law, Securities Law, Shenzhen Stock Exchange rules and Hong Kong Listing Rules, reinforcing Asymchem Laboratories’ commitment to transparent governance and shareholder value.