On 29 October 2026, BAIC Motor Corporation Limited released a detailed announcement disclosing wide–ranging proposals to amend its Articles of Association, the Rules of Procedures for the Shareholders’ Meetings and the Rules of Procedures for the Board. The revisions, introduced under Hong Kong Listing Rule 13.51(1), are designed to reinforce regulatory compliance and deepen the company’s governance framework. All amendments remain subject to approval at an upcoming shareholders’ meeting, for which a separate circular and notice will be dispatched in due course.
Key elements of the draft amendments are as follows:
1. Reinforced Party Leadership • Article 1 is reordered to place the Constitution of the Communist Party of China (CPC) ahead of other statutes and to embed the “Two Unswervingly” requirement, underscoring the CPC’s comprehensive leadership within BAIC Motor’s governance. • Article 7 formalises the establishment of CPC organisations, mandates dedicated staffing for party affairs and institutionalises financial support for party activities.
2. Enhanced Corporate Governance Provisions • Shareholder Rights: Article 46 empowers shareholders holding at least 1 per cent of shares for a minimum of 180 days to request legal action against directors or senior management who breach laws or company rules. • Board Accountability: Article 117 extends the authority to convene extraordinary board meetings to the Company Party Committee, in addition to existing rights held by the chairman, significant shareholders, directors and the audit committee. • Independent Director Tenure: Article 127 maintains three-year terms but clarifies that re-appointment must comply with prevailing laws and listing rules, effectively limiting aggregate tenure to six years unless otherwise permitted. • Fiduciary Duties: Article 145 incorporates state-owned enterprise integrity guidelines, prohibits unauthorised guarantees using company assets and reinforces restrictions on misappropriation of corporate opportunities and funds.
3. Shareholder Meeting Procedures • Directors, the board secretary, the president and other senior executives will be required to attend shareholders’ meetings and be available for questions, strengthening transparency and accountability. • Voting results must be recorded in meeting minutes, which are to be retained for ten years.
4. Formalisation of the Company Party Committee • A new Chapter 10 details the structure, election cycle (five-year terms) and responsibilities of the Company Party Committee, including oversight of strategy, major operational decisions, leadership appointments and integrity management.
5. Governance Documentation Alignment Complementary revisions to the Rules of Procedures for the Shareholders’ Meetings and the Board mirror the Articles changes, notably: • Mandatory attendance of key executives at shareholder meetings. • Addition of the Company Party Committee as an authorised convener of extraordinary board meetings.
6. Current Shareholding Snapshot The company’s capital structure remains unchanged, totalling 8.02 billion shares. Major investors include: • Beijing Automotive Group Co., Ltd. – 3.76 billion shares (46.90%) • Shougang Group Co., Ltd. – 1.03 billion shares (12.84%) • H-share investors – 2.52 billion shares (31.45%)
Board Composition As of the announcement date, BAIC Motor’s board comprises one chairman, six other non-executive directors, two executive directors and five independent non-executive directors, alongside an employee representative director.
Next Steps The proposed governance amendments will be put to a shareholder vote at an upcoming meeting. Passage will align BAIC Motor’s constitutional documents with evolving regulatory requirements and reinforce the company’s commitment to robust, Party-led corporate governance.
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