Dajin Heavy Industry Co., Ltd. (abbrev. “Dajin Heavy Industry” or “DHI”) has published its revised Articles of Association (September 2026), detailing the company’s capital structure, governance framework and shareholder-return policy following its dual-listing earlier this year.
Key corporate profile • Origin & listings: Formerly Liaoning Dajin Steel Structure Engineering (Group), DHI converted to a joint-stock company in 2009, listed 30.00 million A-shares on the Shenzhen Stock Exchange in October 2010, and floated 102.34 million H-shares on the Hong Kong Stock Exchange in June–July 2026. • Registered capital: RMB 740.09 million, comprising 637.75 million A-shares and 102.34 million H-shares, all ordinary shares. • Business scope: Design, manufacturing and sales of wind-turbine systems, offshore wind equipment, metal structures and marine engineering products, plus related technical services and investments.
Shareholder framework • Liability is limited to subscribed capital; the company is liable for debts with all assets. • Directors, senior managers and shareholders holding >5% must observe six-month “short-swing” profit restrictions; any gains from opposite-way trading inside six months accrue to the company. • Transfer limits: insiders’ share sales capped at 25 % of holdings per year; no transfers allowed within the first year of listing or within six months after departure from office.
Capital management tools • Share issuance avenues include public or non-public offerings, bonus issues and capitalisation of reserves. • Share buy-backs permitted for capital reduction, ESOPs, bond conversions, or to stabilise share price, with treasury shares capped at 10 % of issued capital and cancellation/transfer deadlines ranging from 10 days to three years. • External guarantees require board approval; seven categories—such as single guarantees above 10 % of net assets or guarantees to related parties—must also pass the shareholders’ meeting with enhanced voting thresholds.
Board composition and committees • Nine directors, including four independent directors; at least one employee-elected director. • Independent directors must constitute a majority of the audit committee and at least half of the nomination and remuneration committees. • An audit committee (three non-executive/independent directors) replaces the statutory board of supervisors, overseeing financial reporting, internal control and auditor appointments.
Dividend and reserve policy • Annual cash dividends prioritised over scrip; interim distributions permitted. • Over any three-year span, cumulative cash dividends must equal or exceed 30 % of the average annual distributable profits. • Payout ratios are tiered: – Mature stage, no major capex: ≥80 % of profits. – Mature stage, major capex: ≥40 %. – Growth stage with capex: ≥20 %. • Shareholders must not receive distributions when the company has outstanding loss offsets or insufficient reserves.
Internal controls and audit • A dedicated internal audit department reports to the board and its audit committee, which must meet at least quarterly. • External auditors are engaged annually and may attend shareholders’ meetings; dismissal requires prior notice and the firm’s right of representation.
Dissolution and liquidation triggers • Events include term expiration, shareholder resolution, merger/division, licence revocation, or court-ordered dissolution. • Upon dissolution, directors form a liquidation group within 15 days; creditors receive notice within 10 days, and announcements follow within 30 days.
These revised Articles formalise DHI’s post-listing governance, capital and dividend frameworks, aligning the company with PRC Company Law, CSRC regulations and Hong Kong Listing Rules.
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