CFMEE Publishes Comprehensive Articles of Association Covering Capital Structure, Governance and Dividend Framework

Bulletin Express
Sep 15

Circuit Fabology Microelectronics Equipment Co., Ltd. (CFMEE, HK 09630) has released its full Articles of Association, detailing the company’s legal foundation, corporate governance structure, capital composition, shareholder rights and profit-distribution policy ahead of its Hong Kong listing.

CFMEE is a joint-stock company incorporated in Hefei, China, with a registered capital of RMB 146.51 million. Following completion of its H-share initial public offering, the company’s share base totals 146.51 million ordinary shares, split into 131.74 million A shares (89.92%) listed on Shanghai’s STAR Market and 14.76 million H shares (10.08%) approved by HKEX on 25 June 2026 and listed on 26 June 2026.

Business Scope The company develops, manufactures and sells high-end equipment and hardware–software products for integrated circuits, printed circuit boards, flat-panel displays, flat printing and new-energy industries. It is also licensed for import and export of commodities, subject to regulatory approvals.

Capital Management • Par value is set at RMB 1.00 per share. • Financial assistance for share acquisition is capped at 10% of total issued capital and requires board or shareholder approval. • Share repurchases are permitted for six defined purposes, including capital reduction, employee incentive plans and bond conversion. Aggregate treasury shares may not exceed 10% of issued capital and must be transferred or cancelled within three years. • Pre-IPO shares are locked for 12 months; directors and senior management may sell no more than 25% of their holdings per year thereafter and are subject to a six-month lock-up post-departure.

Governance Framework • Board of Directors: nine members, including at least three independent directors and one employee representative; term of office is three years with eligibility for re-election. • Key board powers cover strategy, budgets, major investments, guarantees and appointments of senior management. • Audit Committee (three directors, two of whom are independent) replaces a traditional supervisory board and holds authority over financial reporting, internal control oversight and external auditor appointments. • Additional specialised committees—Nomination, Remuneration & Appraisal, and Strategy & Development—support the board, each chaired or majority-composed by independent directors.

Shareholder Meetings Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be triggered by events such as a capital reduction, significant losses or at the request of shareholders holding at least 10% of shares. Shareholders may vote in person, by proxy or online, with one vote per share. Related parties must abstain from voting on connected-transaction resolutions.

Dividend & Reserve Policy • Mandatory cash dividends when conditions permit; cumulative cash payouts over any three-year period to reach ≥ 30% of average distributable profit. • If the company is in a mature stage without major capex, cash dividends will account for ≥ 80% of total distributions; if capex needs are substantial, the ratio may be lowered to 40% or 20% depending on growth stage. • Regular annual dividends are targeted, with payment (or share distribution) to be completed within two months of shareholder approval. • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital.

Dissolution & Liquidation The Articles outline conditions for dissolution, including expiry of operating term, shareholder resolution, merger, division or bankruptcy. In dissolution scenarios, directors form a liquidation panel responsible for settling debts, disposing of assets and distributing residual value to shareholders in proportion to holdings.

Audit & Disclosure CFMEE will engage an external accounting firm for annual audits, subject to shareholder approval. Annual reports must be filed within four months of year-end and interim reports within two months of the half-year mark.

The detailed charter aligns with PRC Company Law, Securities Law, CSRC regulations and the Hong Kong Listing Rules, providing investors with a clear view of CFMEE’s governance and financial policies as the company operates as a dual-listed entity in Shanghai and Hong Kong.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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