Ganfeng Lithium Group Co., Ltd. (“GANFENGLITHIUM”, 01772) has released a comprehensive revision of its Articles of Association, detailing its corporate governance architecture, capital composition, shareholder rights and profit-distribution rules.
Key corporate profile • Incorporated as a joint-stock company on 18 December 2007, GANFENGLITHIUM is registered in Xinyu, Jiangxi Province. • Registered capital stands at RMB 2.10 billion, represented by 2.10 billion ordinary shares: 1.61 billion A-shares (76.96%) and 483.10 million H-shares (23.04%). • The company’s legal representative is its chairman; the company has perpetual existence.
Share capital management • Share issues must treat each class of shares equally; par value is RMB 1.00 per share. • Shareholders can approve capital increases via public or private share issues, rights issues or reserve capitalisation. • The company may repurchase shares for purposes such as reducing capital, implementing employee share schemes, bond conversions or safeguarding shareholder value. Total A-share treasury holdings from buy-backs for incentives or bond conversion must not exceed 10% of issued A-shares and must be disposed of or cancelled within three years. • Directors and senior executives may not transfer more than 25% of shares held at the start of their tenure during any one year.
Corporate governance structure • Board: 11 directors, including at least one employee representative; independent directors must account for ≥ one-third of the board and number at least three, with one possessing accounting expertise and one normally resident in Hong Kong. • Key committees: Audit, Nomination, Remuneration & Appraisal, Strategy, and Sustainable Development. The Audit Committee (three non-executive directors, minimum two independents) assumes the statutory functions of a supervisory board; it oversees financial reporting, internal control and auditor selection. • The company will maintain Party organisation in line with the Constitution of the Communist Party of China.
Shareholder protection & meetings • Shareholders enjoy equal rights, including voting, dividend entitlement and access to corporate information. • Shareholders’ general meeting is the highest authority; annual meetings must be held within six months after each fiscal year-end, with at least 20 business days’ notice. • Matters such as capital changes, major asset transactions (>30% of total assets) and related-party guarantees require shareholder approval, with differing thresholds for ordinary (simple majority) and special (≥ two-thirds) resolutions. • Small and medium investors’ votes must be counted and disclosed separately on significant issues.
Profit-distribution policy • Cash dividends are prioritised; payout per year will not be less than 10% of distributable profit unless specific financial stress triggers apply. • Over any three-year period, cumulative cash payouts must reach at least 30% of average distributable profit. • Interim dividends are permitted; stock dividends may be used when capital conditions and share-price considerations justify. • Implementation of approved dividend plans must be completed within two months of shareholder approval.
Internal controls and audit • An internal audit department, independent of the finance division, reports to the Audit Committee and conducts ongoing reviews of risk management, internal controls and financial reporting. • An external auditor is appointed annually by shareholders; directors must ensure full cooperation and information disclosure.
Dissolution & liquidation • The company may dissolve upon term expiry, shareholder resolution, merger/division, licence revocation, or court order. • Directors act as liquidators unless the articles or shareholder resolutions stipulate otherwise. Creditors must be notified within 10 days of liquidation commencement.
Amendment procedures • Changes to the Articles require shareholder approval by special resolution and, where applicable, regulatory consent. Updated provisions will be filed with the relevant authorities and published on designated platforms.
The updated Articles of Association take immediate effect following shareholder approval and requisite regulatory filings, reinforcing GANFENGLITHIUM’s commitment to transparency, shareholder protection and rigorous governance standards.
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