Yangtze Optical Fibre and Cable Joint Stock Limited Company (YOFC) has published a fully revised Articles of Association, approved by shareholders on 27 October 2025 and now in force following registration. Key points are summarised below:
Capital Structure • Registered capital is set at RMB 827.91 million, represented by 827.91 million ordinary shares with a par value of RMB1.00 each. • Share classes remain A Shares (domestically listed, 406.34 million; 49.08 %) and H Shares (overseas listed, 421.57 million; 50.92 %). • The Company may increase capital via public or private share issues, bonus issues or capitalisation of reserves, subject to shareholder approval. • Share repurchases may be conducted for capital reduction, employee incentives, bond conversion, value protection or other purposes permitted by law; total treasury shares must not exceed 10 % of issued capital and must be transferred or cancelled within three years.
Dividend & Reserve Policy • After-tax profit allocation: at least 10 % to the statutory surplus reserve until it reaches 50 % of registered capital; further appropriations to discretionary reserves require shareholder approval. • Annual cash dividends shall be no less than 10 % of distributable profit in principle, with differentiated payout ratios (20 %–80 %) based on growth stage and capital expenditure plans. • Approved cash or scrip dividends must be distributed within two months of shareholder approval.
Governance Framework • The Board comprises 12 directors: one Chairman, one Vice-Chairman, one employee director and four independent directors. Directors serve three-year terms and may be re-elected. • An Audit Committee, Nomination & Remuneration Committee and Strategy Committee report to the Board. The Audit Committee (minimum three non-executive directors, majority independent, at least one accounting professional) replaces the traditional Supervisory Board function. • A single Secretary to the Board is responsible for information disclosure and investor relations. • Senior management consists of a President, Senior Vice Presidents, Vice Presidents and a Chief Financial Officer, all appointed by the Board for three-year terms. • Independent directors hold enhanced powers, including the right to call board or shareholder meetings, engage external advisers and veto related-party transactions lacking adequate safeguards.
Shareholder Rights & Meetings • Shareholders may attend general meetings in person or by proxy, with one vote per share. • Extraordinary general meetings must be convened within two months if requested by shareholders holding at least 10 % of voting shares or upon specified triggers such as significant losses or board vacancies. • Matters requiring special resolution (two-thirds majority) include amendments to the Articles, significant acquisitions or disposals exceeding 30 % of total assets, major guarantees, and equity incentive schemes.
Audit & Disclosure • An external accounting firm is appointed annually by shareholders to audit financial statements. • The Company commits to preparing financial statements under PRC accounting standards and disclosing annual results within four months, half-year results within two months, and quarterly results within one month after period-end.
Liquidation & Dispute Resolution • Dissolution events, liquidation procedures and creditor protection measures are clarified, including the establishment of a liquidation committee and priority of claims. • Disputes between the Company and holders of H Shares, or among shareholders, directors and senior management, shall be submitted to arbitration at the China International Economic and Trade Arbitration Commission or the Hong Kong International Arbitration Centre.
These updates formalise YOFC’s current capital structure, embed stronger minority-shareholder protections and align corporate governance practices with the latest PRC company law, securities regulations and Hong Kong Listing Rules.
Comments