Zhejiang Sanhua Intelligent Controls Co., Ltd. (SANHUA) announced plans to modify its Articles of Association to accommodate an expanded board structure.
Key points:
1. Board Size Adjustment • The proposed amendment increases the board from 10 to 11 directors. • Composition after amendment: 4 executive directors, 3 non-executive directors (up from 2), and 4 independent non-executive directors. • The chairmanship will continue to be elected by a majority vote of all directors.
2. Governance Rationale • The change follows the impending expiration of independent non-executive director Mr. Shi Jianhui’s term and aims to optimise the company’s governance framework. • SANHUA intends to appoint one additional non-executive director and one new independent non-executive director, subject to shareholder approval.
3. Approval Process and Effective Date • The amendments to Article 111 and the related director appointments will be tabled as ordinary and special resolutions at the 2025 Annual General Meeting (AGM). • The revised Articles of Association will become effective upon shareholder approval; the current version remains in force until that time.
4. Documentation • A circular outlining the proposed changes and the AGM notice has been published on HKEXnews and the company’s website and dispatched to shareholders who requested printed copies.
As of the announcement date (5 June 2026), SANHUA’s board comprises four executive, two non-executive and four independent non-executive directors.
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