Shanghai Iluvatar CoreX Semiconductor Co., Ltd. has released its updated Articles of Association, setting out corporate governance, capital structure and profit-distribution rules that will apply following the company’s H-share listing on the Hong Kong Stock Exchange.
Share Capital and Listing Milestones • Registered capital is set at RMB 807.52 million, equivalent to 807.52 million ordinary shares at RMB1 par value each. • Of the total, 779.88 million shares are H shares and 27.65 million remain unlisted domestic shares. • Key overseas share issues: – 25.43 million H shares listed on 8 Jan 2026 (initial IPO). – 14.86 million H shares listed on 9 Jul 2026. – 519.92 million H shares listed on 11 Sep 2026. • Domestic unlisted shares may be converted into H shares subject to regulatory filing; conversion is executed by board resolution without shareholder voting.
Governance Structure • Board of Directors: nine members, including three independent non-executive directors (at least one with accounting or financial expertise and at least one normally resident in Hong Kong). • Board committees: Audit, Nomination and Remuneration Committees established; audit committee replaces a traditional board of supervisors and is majority-independent. • Audit Committee (three members, two independent): empowered to review financial statements, oversee internal and external audits, and recommend auditor appointments. • Nomination Committee (three members, majority independent) and Remuneration Committee (three members, majority independent) will oversee board composition and compensation policies.
Shareholder Rights and Meetings • Each ordinary share carries one vote; related shareholders must abstain from voting on connected-transaction resolutions. • Cumulative voting is available for director elections when multiple seats or independent directors are elected. • Annual general meetings to be held within six months after fiscal year-end; extraordinary meetings must be convened within two months under specified triggers (e.g., when uncovered losses reach one-third of paid-in capital or when 10% shareholders so request).
Profit Distribution Policy • After statutory and discretionary reserves, remaining profits are distributable in proportion to shareholdings. • The company prioritises cash dividends: when distributable profits exist and liquidity is adequate, cash payouts will be considered first. • Completed distributions must be executed within two months after shareholder approval. • Shares repurchased by the company carry no voting or dividend rights.
Internal Controls and Audit • A dedicated internal audit function reports to the board and its audit committee, with authority to review risk management, internal controls and financial disclosures. • The Articles require annual internal control appraisal reports and mandate cooperation with external auditors.
Capital Adjustments and Corporate Actions • Mergers, splits, capital increases or reductions, and share buy-backs follow procedures set by PRC law and Hong Kong Listing Rules. • External guarantees above specific thresholds, sizeable asset transactions (>30% of latest audited total assets), and issuance of convertible bonds require shareholder approval.
Key Corporate Details • Business scope: integrated-circuit design, technology services and software development, among others. • Legal representative: the general manager. • Company’s business license registration number: 91320114MA1MDG5R6Y. • Headquarters: Room 101, Building 3, No. 2168 Chenhang Road, Minhang District, Shanghai (Postal code 201100).
Implementation The revised Articles become effective on 22 Sep 2026, superseding all prior versions.