Suzhou Basecare Medical Corporation Limited (“Basecare”) released its revised Articles of Association, effective from the date the company’s H-shares begin trading on the Main Board of the Stock Exchange of Hong Kong. The document outlines the company’s corporate governance structure, share capital framework and shareholder rights after the overseas listing.
Key updates and highlights:
1. Registered Capital & Share Structure • Pre-listing share capital stood at 200 million ordinary shares. • Post-offering (assuming the over-allotment option is not exercised), the registered capital increases to 266.67 million shares, comprising 183.18 million domestic shares, 9.41 million unlisted foreign shares and 74.07 million H-shares.
2. Corporate Governance Framework • Board of Directors: Nine members, including at least three independent directors (≥ one-third of the board). • Board of Supervisors: Three members, with staff representatives holding no less than one-third of the seats. • Senior Management: Includes a general manager, chief financial officer, chief technology officer, chief operating officer and board secretary.
3. Shareholder Protections & Rights • Shareholders are entitled to dividends, voting, information access and asset distribution in proportion to holdings. • Resolutions on major matters—such as capital changes, mergers, dissolutions or amendments—require at least two-thirds approval at a general meeting. • Connected shareholders must abstain from voting on related-party transactions; resolutions pass only with a majority of disinterested votes.
4. Capital Management • The company may issue additional shares through public or private placements, rights issues or capitalisation of reserves. • Share repurchases are permitted for purposes including capital reduction, employee incentives or maintaining shareholder value, subject to strict approval thresholds and disclosure requirements.
5. Dividend Policy & Financial Reporting • After covering losses and statutory reserves, profits may be distributed in cash or shares, with payment to be completed within two months of shareholder approval. • Financial statements will be prepared under PRC GAAP and either IFRS or Hong Kong accounting standards; if discrepancies arise, the lower profit figure governs dividend calculations. • Interim results will be published within 60 days after half-year end; annual reports within 120 days after fiscal year-end.
6. Dispute Resolution • Disputes between Basecare and its shareholders (including H-shareholders) are subject to arbitration under Hong Kong International Arbitration Centre rules, with PRC law applying.
7. Effective Date The updated Articles of Association take effect immediately upon commencement of trading of Basecare’s H-shares in Hong Kong, replacing the previous version in full.
These amendments formalise Basecare’s governance and compliance framework for its dual-shareholder base following its overseas listing.