On the effective date of its Hong Kong listing in June 2026, Xinte Energy released a revised Articles of Association that aligns the company’s corporate governance with the PRC Company Law and Hong Kong Listing Rules. Key features are outlined below.
Capital Structure • Registered capital is set at 1.43 billion shares, all with a par value of RMB1.00. • 73.69% (1,053.83 million shares) are domestic unlisted shares; 26.31% (376.17 million shares) are H-shares listed in Hong Kong. • Shareholders may convert domestic shares to H-shares subject to regulatory procedures; the converted shares form the same class as existing H-shares. • Total treasury shares may not exceed 10% of issued capital; repurchased shares must be cancelled or transferred within statutory deadlines.
Shareholders’ Rights • Ordinary resolutions require >50% approval; special resolutions require ≥66%. • Domestic and overseas shareholders enjoy equal voting and dividend rights. • Connected shareholders must abstain from voting on connected-party transactions.
Board Composition and Committees • The Board comprises nine directors, including three independent non-executive directors. • Four specialised committees are established—Audit, Nomination, Remuneration & Assessment, and Strategy. • The Audit Committee assumes supervisory functions and reports directly to the Board.
Profit Distribution Policy • At least 10% of after-tax profit is allocated to statutory reserves until the reserve reaches 50% of registered capital. • Dividends may be paid in cash or shares; once approved, distribution must be completed within two months. • Amendments to dividend policy require shareholder approval.
Financial Reporting and Audit • Annual financial statements must be prepared under PRC accounting standards and disclosed in accordance with Hong Kong Listing Rules. • An external auditor with securities qualifications is appointed by shareholders. • An internal audit department reports to the Board and Audit Committee.
Mergers, Capital Changes and Liquidation • Mergers, divisions, capital increases or reductions follow strict creditor-notification procedures. • Dissolution may occur upon shareholder resolution, licence revocation or court order; a liquidation committee must be formed within 15 days of dissolution.
Other Provisions • Shareholders, directors and senior management bear liability for losses caused by breaches of duty. • The Board interprets the Articles; the Chinese version prevails in case of discrepancies with other languages.
The updated charter provides a comprehensive governance framework designed to support Xinte Energy’s long-term compliance, risk management and shareholder protection objectives.
Comments