Shenzhen Woer Heat-Shrinkable Material Co., Ltd. Announces Draft Articles of Association (May 2025)

Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (“the Company”) released a draft of its Articles of Association, applicable upon the issuance and listing of H shares in May 2025. The document outlines the guidelines for corporate governance, share issuance, shareholders’ rights, board responsibilities, senior management duties, and the financial system.

According to the draft, the Company’s scope of business will include heat-shrinkable materials, electrical equipment, cables, and other related products and services. It specifies that total registered capital is RMB1,259,898,562 as of the draft’s publication date. Any changes to registered capital, mergers, divisions, or share repurchases require compliance with relevant laws and regulations.

The Articles of Association detail shareholders’ meeting procedures, including notice requirements and the handling of voting rights. The draft also clarifies board composition, requiring nine directors (three of whom are employee representatives and three independent). Independent directors must meet qualifications described in applicable regulations and will oversee certain committees, including the audit committee, which is tasked with overseeing financial statements, internal controls, and external audits.

Under the proposed framework, the financial accounting system prescribes regular disclosures, profit distribution, and clear rules for allocating profits and setting aside statutory reserves. The document describes multiple governance mechanisms, including steps for potential dissolution and liquidation and requirements for amending the Articles of Association.

This draft also highlights the rights and obligations of senior management roles. The general manager, appointed by the board, will be responsible for day-to-day operations and can propose appointing or dismissing deputy general managers. Meanwhile, the secretary to the board will handle disclosure duties and meeting preparations.

The text stipulates that these Articles of Association will become effective following completion of all necessary regulatory procedures for the H share listing. Key clauses center on ensuring compliance with both domestic and international listing requirements, clarifying shareholder interests, and setting governance safeguards.