Pharmaron Beijing Co., Ltd. announced that its Annual General Meeting held on 12 June 2026 approved a new Articles of Association, which is now in force. Key provisions are as follows:
• Capital and Share Structure The registered capital is confirmed at RMB 1.84 billion, represented by 1.84 billion ordinary shares (1.48 billion A-shares and 0.36 billion H-shares). All shares carry equal rights; a buy-back ceiling of 10% of total issued shares is set for treasury purposes, employee incentive plans or value protection.
• Board Composition and Oversight The Board consists of eight directors: three executive, one non-executive, one employee representative and three independent non-executive directors. No separate supervisory board is established; instead, an Audit Committee comprising three non-management directors (at least two of them independent) assumes supervisory functions.
• Profit Distribution Framework When statutory conditions are met, the company targets an annual cash dividend of not less than 20% of distributable profit. The AGM may authorise interim cash dividends for the following fiscal year, capped by net profit for the corresponding period. Share repurchases financed with cash are deemed part of cash dividends when calculating payout ratios.
• Shareholder Protection and Related-Party Controls Major acquisitions, disposals, guarantees, financial assistance or connected transactions are tiered for approval. Transactions exceeding 30% of total assets or guarantees breaching 30% of net assets require shareholder approval; smaller thresholds trigger Board approval, with connected shareholders abstaining from voting.
• Financial Reporting Timetable Audited annual reports must be released within four months of fiscal year-end and interim reports within two months of half-year-end, in line with PRC and Hong Kong disclosure rules.
• Dissolution Triggers The Articles outline dissolution events, including shareholder resolution, expiration of business term, or court-ordered liquidation if operating deadlock leads to significant shareholder losses.
• Amendment Mechanism Future changes to the Articles require a two-thirds majority vote at a shareholders’ meeting and subsequent regulatory filings.
The updated charter provides an explicit governance road-map, integrates PRC and Hong Kong regulatory requirements and formalises a dividend policy aimed at predictable shareholder returns.