Wuhan Dazhong Dental Medical Co., Ltd. (“Dazhong Dental”) has published its full Articles of Association, outlining the company’s corporate governance structure, share capital, and shareholder rights as it prepares for trading on the Main Board of The Stock Exchange of Hong Kong Limited (HKEX).

Key Highlights

1. Share Capital and Listing • Registered capital is set at RMB 50.58 million, divided into 50.58 million ordinary shares with a par value of RMB 1 each. • The company completed filing with the China Securities Regulatory Commission on 11 June 2025 and obtained HKEX approval on 8 July 2025. • An initial public offering of 10.86 million H shares was listed on HKEX on 9 July 2025. • Post-listing share structure: 32.35 million domestic unlisted shares and 18.23 million H shares.

2. Share Conversion and Buy-back • All or part of the domestic unlisted shares may be converted into H shares without requiring shareholder meeting approval, subject to regulatory procedures. • The company may repurchase up to 10% of issued shares for employee incentive schemes, bond conversions, or to protect shareholder value, with disposal or cancellation timelines ranging from 10 days to 3 years depending on purpose.

3. Capital Management • The Board may, within three years of authorisation by the general meeting, issue up to 50% of existing issued shares. • Capital reductions must follow PRC Company Law, HKEX rules, and require creditor notification and shareholder approval.

4. Governance Structure • Board of Directors: seven members, including at least three independent non-executive directors and at least one employee-elected director. • Key committees—Audit, Remuneration and Nomination—are mandated, each dominated by independent directors; the Audit Committee must consist solely of non-executive directors. • The Board elects a Chair and Vice-Chair; at least four regular board meetings will be held annually. Board resolutions require majority approval of all directors present.

5. Shareholder Rights and Meetings • Shareholders holding 3% or more of shares for at least 180 consecutive days may inspect accounting books and vouchers. • Shareholders (individually or jointly) with 10% or more voting rights can demand an extraordinary general meeting; those with 1% or more can submit meeting proposals. • Key matters—including major transactions, capital changes, significant guarantees, and connected transactions—must be approved at shareholder meetings, with special resolutions requiring a two-thirds majority.

6. Dividend Policy • After-tax profit allocation: minimum 10% to statutory reserve until it reaches 50% of registered capital. • Remaining profit distributed to shareholders pro rata; cash or share dividends to be paid within two months following approval.

7. Management Appointments • The Board appoints the General Manager and other senior executives; terms are three years with eligibility for re-election. • Senior management must not concurrently hold administrative posts in controlling shareholders and may receive remuneration only from the company.

8. Audit and Disclosure • An external auditor is appointed annually by shareholders to audit financial statements and provide advisory services. • Information disclosure will follow HKEX and PRC regulatory requirements; corporate communications may be distributed electronically or via designated websites.

The Articles of Association take effect upon approval by a special resolution of the shareholders’ meeting or by the Board under delegated authority, superseding previous versions filed with regulators.