Hangzhou Tigermed Consulting Co., Ltd. (Tigermed, HKEX: 03347) released a fully revised Articles of Association dated September 2026, outlining changes to its corporate governance framework, capital structure and profit-distribution mechanics.

Key governance enhancements • Board composition is set at seven directors, including three independent directors—one of whom must possess accounting or financial-management expertise—and one employee representative. • The Board will operate through five specialist committees: Audit (now assuming supervisory functions), Remuneration & Evaluation, Nomination, Strategy, and Compliance/ESG. • The Audit Committee, made up of at least three non-executive directors (half independent), gains authority to review financial reporting, internal controls and to recommend auditor appointments and dismissals. • Independent directors are empowered to call board or shareholder meetings, engage external advisers and publicly solicit voting rights; key connected transactions require approval by a majority of all independent directors.

Capital and share provisions • Registered capital is confirmed at RMB 855.14 million, split into 855.14 million ordinary shares (85.60% A-shares; 14.40% H-shares). • The Board may increase share capital via placements, rights issues, bonus shares or equity-incentive issuances, subject to shareholder authorisation. • Aggregate treasury-share repurchases are capped at 10 % of issued capital and must be cancelled or transferred within three years. • External guarantees exceeding 10 % of audited net assets—or involving related parties—require shareholder approval.

Dividend and profit-allocation policy • Tigermed targets a “proactive, continuous and stable” distribution approach. When no major cash-intensive projects are pending, at least 30 % of annual distributable profit must be paid as cash dividends. • The Board must justify any year in which cash payout is below this threshold and disclose independent directors’ opinions. • Profit distribution may combine cash and stock, with cash taking precedence unless strategic investment needs warrant otherwise.

Shareholder rights and protections • One share, one vote principle is reaffirmed; connected shareholders must abstain from voting on related-party transactions exceeding RMB 30 million and 5 % of net assets. • Minority investors’ votes on material matters will be counted and disclosed separately. • Shareholders individually or jointly holding at least 3 % for 180 consecutive days may inspect company books and initiate derivative actions if directors breach fiduciary duties.

Senior management and internal controls • The general manager and co-president jointly oversee operations, supported by vice-general managers and a board-appointed CFO. • An internal audit system under the Audit Committee will supervise risk management, financial reporting and compliance, with annual control reports disclosed publicly.

Procedural refinements • Clearer rules cover notice periods (20 business days for AGMs, 15 days for EGMs), cumulative voting for director elections and remote voting options. • Amendments codify responsibilities of controlling shareholders and de facto controllers, including prohibitions on fund misappropriation and market-abusive behaviors.

Regulatory alignment The Articles incorporate PRC Company Law, CSRC securities regulations and Hong Kong Listing Rules. The Chinese version prevails in case of discrepancy with the English reference text.

The revised Articles become effective upon shareholder approval and supersede the previous constitution, positioning Tigermed for enhanced transparency, stronger oversight and a defined shareholder-return framework.