Nongfu Spring convened its 2025 Annual General Meeting on 19 May 2026 in Hangzhou, with shareholders holding 9.89 billion shares—representing 87.96% of total issued capital of 11.25 billion shares—voting by poll. All 18 resolutions were approved.
Key governance changes • Articles of Association amended and the Supervisory Committee formally abolished. Its statutory functions transfer to the Audit Committee with immediate effect. • The Board’s and Shareholders’ Meeting Rules of Procedure were revised; the Supervisory Committee’s Rules of Procedure were repealed.
Board and committee composition • Ninth Board (three-year term to May 2029) elected: – Executive Directors: Zhong Shanshan, Wu Limin, Xiang Xiansong, Han Linyou, plus employee representative Rao Minghong. – Non-executive Director: Zhong Shu Zi. – Independent Non-executive Directors: Gu Zhaoyang, Wen Ming, Wang Yingzhe. • Zhong Shanshan was re-elected Chairman. • Committee line-up: – Audit: Gu Zhaoyang (convener), Wen Ming, Wang Yingzhe. – Remuneration: Wen Ming (convener), Zhong Shanshan, Gu Zhaoyang. – Nomination: Wang Yingzhe (convener), Gu Zhaoyang, Wen Ming.
Senior management and compliance roles • Zhong Shanshan appointed General Manager; Wu Limin, Chief Financial Officer; Han Linyou, Board Secretary and Company Secretary. • Wu Limin and Han Linyou named authorised representatives under HKEX rules. All appointments align with the Board’s three-year term.
Audit and mandates • Ernst & Young Hua Ming LLP (PRC) and Ernst & Young (overseas) re-appointed as auditors for 2026. • General mandates to issue shares and to repurchase shares were renewed; the share issue mandate passed with 96.88% support.
Dividend • Final dividend of RMB0.99 per share (tax inclusive) approved, payable on 19 August 2026. – H-shareholders (excluding Southbound Trading and full-circulation investors) will receive HKD1.13 per share, based on the RMB/HKD central parity rate of 0.87393. – Record date: 23 May 2026; register of members closed 23–28 May 2026.
Tax treatment will follow prevailing PRC rules, with the company withholding the applicable enterprise or individual income tax on behalf of non-resident shareholders.
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