SICC’s newly released Articles of Association set out detailed rules on its share capital, corporate governance framework, transaction thresholds and dividend policy.
Capital Structure • Registered capital is fixed at RMB 484.62 million, split into 484.62 million ordinary shares (429.71 million A shares and 54.91 million H shares). • Shares are issued at a par value of RMB 1.00 and must be registered; A-shares are deposited with CSDC Shanghai, while H-shares are held through Hong Kong’s clearing system. • The Company prohibits share pledges as collateral and bars the Company from holding its own stock as security. Directors and senior executives may not transfer more than 25 % of their holdings within any 12-month period.
Governance Framework • The Board of Directors comprises nine members, including three independent directors and one employee representative. • The Board’s chairman is the legal representative; there is no vice-chairman position. • An Audit Committee replaces the traditional supervisory committee, holding three non-executive directors (majority independent) and assuming statutory supervisory duties. • Additional special committees—Strategy & Sustainable Development, Nomination, and Remuneration & Assessment—support the Board; independent directors must form at least one-third of the Board. • Independent directors possess veto power over material related-party transactions and can call extraordinary general meetings.
Transaction & Guarantee Thresholds • Transactions (excluding guarantees) exceeding 10 % of total assets, revenue or market value—or RMB 10 million to RMB 50 million depending on metric—require Board approval; those above 50 % must go to shareholders. • Guarantees surpassing 30 % of total assets, or any guarantee for a shareholder/controlling entity, need shareholder approval and a two-thirds vote of disinterested shareholders.
Profit Distribution Policy • Priority is given to cash dividends. When conditions are met, annual cash payouts must be at least 20 % of distributable profit; over any three-year span, cumulative cash dividends must reach 30 % of aggregated distributable profit. • Interim cash dividends are permitted if half-year profits and cash flow allow. • Stock dividends may be issued when the capital base and share price justify an expansion.
Internal Controls & Audit • An internal audit unit reports directly to the Audit Committee and Board. • External auditors are appointed annually by shareholders; replacement requires a general meeting resolution.
Dissolution & Liquidation • Triggers include expiry of business term, shareholder resolution, merger or division, licence revocation, or court order. A liquidation committee—normally the directors—must begin proceedings within 15 days of a dissolution event.
Effective Date The revised Articles take effect upon shareholder approval and requisite regulatory filings, replacing the previous version in its entirety.
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