CF PharmTech (CF PharmTech, 02652) has published its updated Articles of Association, effective 6 August 2026, detailing the company’s capital structure, shareholder rights and corporate-governance architecture.
Capital & Share Structure • Registered capital is set at RMB 433.73 million, divided into 433.73 million ordinary shares with a par value of RMB1.00 each. • Of the total shares, 323.97 million (74.7 %) are overseas-listed H shares; 109.75 million (25.3 %) are domestic shares. • The company prohibits assistance for share purchases except under employee stock-ownership plans; any financial assistance for acquisitions is capped at 10 % of issued capital and requires board or shareholder approval. • Share buybacks are permitted for six specific purposes, including employee incentives and convertible-bond conversions, subject to a 10 % cap on outstanding shares and strict cancellation/transfer timelines (10 days to six months depending on the rationale).
Shareholder & Meeting Provisions • All ordinary shareholders receive equal rights, including full voting privileges—one vote per share—unless required to abstain under Hong Kong Listing Rules. • Shareholders (individually or jointly) holding at least 10 % of shares can demand an extraordinary general meeting; those with 1 % or more can submit meeting proposals. • Annual general meetings must be held within six months of the fiscal year-end; extraordinary meetings must be convened within two months upon specified triggers (e.g., board vacancies below two-thirds, cumulative losses reaching one-third of paid-in capital).
Board & Supervisory Structure • The board comprises 11 directors, including four independent non-executive directors (INEDs); at least one INED must possess accounting or financial expertise, and one must reside in Hong Kong. • Directors serve three-year terms and can be re-elected. A cumulative-voting mechanism is available for director and supervisor elections. • The board must establish Audit, Nomination, and Remuneration & Appraisal Committees, each led by or comprising a majority of INEDs. • The Supervisory Committee consists of three supervisors (one-third elected by employees) and holds powers to review financial reports, supervise directors/senior officers and convene shareholder meetings if the board fails to act.
Financial & Dividend Policies • The company’s fiscal year runs from 1 January to 31 December. • Annual results must be preliminarily disclosed within three months and fully reported within four months of year-end; interim results within two months and reports within three months of mid-year. • After-tax profit allocation: 10 % to statutory reserve until it equals 50 % of registered capital, optional discretionary reserves, then dividends to shareholders pro rata. Cash or share dividends are to be distributed within two months of approval.
Other Key Points • The company commits to establishing a Communist Party organization as required by PRC regulations. • Controlling shareholders and actual controllers are prohibited from abusing their positions to the detriment of minority shareholders. • Detailed procedures govern mergers, divisions, capital increases/reductions, and liquidation, with creditor-protection measures and mandatory disclosures.
The revised Articles reinforce compliance with the PRC Company Law, Securities Law and Hong Kong Listing Rules, aiming to strengthen transparency, protect investor rights and align corporate governance with international standards.