Legend Holdings Corporation has released its revised Articles of Association (effective June 2026), outlining comprehensive rules for corporate governance, share capital management, profit distribution and liquidation procedures.
Key corporate profile • Registered capital: RMB 2.36 billion, divided into ordinary shares with a par value of RMB 1.00 each. • Listing venue: Main Board of The Stock Exchange of Hong Kong; 352.94 million H-shares were initially listed on 29 June 2015, followed by a 3.62 million-share over-allotment on 21 July 2015. • Share conversion: In June 2018, 880.00 million domestic shares were converted to H-shares. • Current total issued shares: 2.36 billion, all ordinary shares.
Share issuance and buy-back framework • Any new share issue requires shareholder approval; the general meeting may authorise the Board to issue up to 50% of existing shares within three years. • The company may repurchase shares for six specific purposes, including capital reduction, equity incentives or bond conversion, subject to limits—shares bought under certain circumstances must be transferred or cancelled within three years and cannot exceed 10% of issued capital. • Treasury shares carry no voting or dividend rights.
Capital changes • Registered capital can be increased via public offerings, placements, bonus issues or capitalisation of reserves. • Reductions of capital or share class conversions must follow statutory notification and creditor-protection procedures.
Governance structure • Board composition: 5–19 directors, with independent directors constituting at least one-third of the Board and at least one being a qualified accounting professional. • Directors serve three-year terms and may seek re-election; cumulative tenure for an independent director is capped at nine years. • The Board elects a Chairman (legal representative) for a three-year term; no more than two senior executives of the controlling shareholder may serve concurrently as Chairman or executive directors. • Key Board authorities include strategy approval, annual budgets, major investments, issuance of securities, and appointment of senior management. Certain decisions, such as significant asset transactions exceeding 30% of total assets, require shareholder approval.
Shareholder rights • Shareholders may convene extraordinary general meetings if they hold at least 10% of shares. • All shares carry equal voting rights; connected shareholders must abstain from voting on related-party transactions. • Dividend entitlement is pro-rata; overseas shareholders receive payments in Hong Kong dollars, with foreign exchange rates based on the average PBoC middle rate for the week preceding declaration.
Profit allocation policy • At least 10% of annual after-tax profit is transferred to the statutory common reserve until the reserve reaches 50% of registered capital. • After covering losses and statutory reserves, dividends for ordinary and preferred shares (if any) are paid based on shareholder resolutions. • No dividends may be distributed on treasury shares.
Party leadership Consistent with PRC regulations, the company will maintain a Communist Party of China committee to provide political leadership and allocate resources for party activities.
Dissolution and liquidation Triggers include shareholder resolution, licence revocation, merger, demerger, expiry of operating term or court-ordered dissolution. A liquidation committee—generally comprising directors—must notify creditors within 10 days and settle liabilities before any residual asset distribution.
Compliance and amendments Amendments to the Articles require a two-thirds shareholder majority and, where necessary, regulatory approval. The document stipulates detailed procedures for notice, disclosure and dispute resolution, reinforcing transparency and shareholder protection.
The updated Articles codify Legend Holdings’ governance framework and align its corporate constitution with prevailing PRC laws and Hong Kong Listing Rules, setting clear parameters for capital actions, board oversight and shareholder engagement.
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