Wuhan Dazhong Dental Medical Co., Ltd. (abbreviated “Dazhong Dental”) released its full Articles of Association, outlining the company’s legal framework, governance model, share structure and financial protocols ahead of its planned listing on the Hong Kong Stock Exchange Main Board on 9 July 2025. Key data and structural highlights follow:
Corporate Profile and Capital Structure • Incorporated as a joint-stock company with perpetual existence; registered domicile in Wuchang District, Wuhan. • Registered capital: RMB 60.69 million, divided into 60.69 million ordinary shares at RMB 1.00 par value each. • Share class mix: 38.82 million domestic unlisted shares and 21.87 million H shares. • Initial overseas offering: 10.86 million H shares to be listed in Hong Kong. • Conversion mechanism permits future transfer of domestic unlisted shares into H shares without new shareholder-meeting approval, subject to regulatory procedures.
Business Scope and Objectives • Core activities: Stomatology services, clinical laboratory operations and medical imaging (X-ray diagnosis). • Additional lines: Corporate management consulting, health management consulting (non-clinical), and wholesale/retail of medical devices and disinfectant supplies. • Stated mission: Quality-focused service, integrity and social responsibility with an aim for “tripartite win-win” among society, customers and the enterprise.
Governance Framework • Board composition: Seven directors, including at least three independent non-executive directors and a minimum of one employee representative. • Board committees: Audit, Remuneration and Nomination Committees; audit committee assumes traditional supervisory functions. • Chairman presides over shareholder and board meetings; vice-chairman or elected director deputises when necessary. • Shareholder meetings: Annual meetings within six months of fiscal year-end; extraordinary meetings triggered by specific thresholds (e.g., when losses reach one-third of paid-in capital or at request of ≥10% shareholders).
Shareholder Rights and Protections • One share, one vote; joint shareholders limited to four individuals. • Cumulative voting permitted for director elections; strict connected-party voting exclusions in line with Hong Kong Listing Rules. • Shareholders holding ≥3% for at least 180 days may inspect accounting books and vouchers. • Restrictions: Directors, senior management and pre-IPO shareholders face 12-month lock-up post-listing; annual disposal capped at 25% of their holdings thereafter.
Capital Management and Guarantee Limits • Share issuance: Board may issue up to 50% of existing shares within three years under shareholder mandate. • Share buy-backs allowed for up to 10% of issued capital in specified scenarios (e.g., employee stock plans, bond conversion) and must be executed via public trading. • External guarantees requiring shareholder approval include: cumulative guarantees exceeding 50% of latest audited net assets, single guarantees above 10% of net assets, or guarantees to parties with debt-to-asset ratios above 70%.
Profit Distribution and Reserves • Statutory reserve: 10 % of annual after-tax profit until reserve equals 50 % of registered capital. • Dividend execution: Cash or scrip; once approved, payout must be completed within two months of shareholder resolution. • Remaining profits after reserve transfers are distributed pro rata; no dividends on treasury shares.
Audit and Disclosure • External auditor appointment and remuneration subject to annual shareholder approval; tenure set at one year with re-appointment allowed. • The company commits to provide complete financial records to auditors and mandates immediate disclosure of audit opinions, including any non-standard findings.
Dissolution & Liquidation Triggers • Dissolution events include shareholder resolution, licence revocation, or sustained operational difficulties resulting in court-ordered wind-up requested by shareholders holding ≥10 % of voting rights. • Liquidation committee—primarily comprised of directors—must notify creditors within ten days and publish announcements within thirty days of dissolution decision.
Implementation The Articles take effect following shareholder approval and regulatory filing, superseding all previous charters. The board is authorised to interpret and amend the document, with Chinese language prevailing in case of discrepancy across versions.