The Articles of Association of Shenzhen Zhaowei Machinery & Electronics Co., Ltd. (“Zhaowei”) were approved by a special resolution at the 2025 annual general meeting on 22 May 2026. The document refines the company’s capital structure, governance model and profit-distribution principles, aiming to strengthen internal controls and protect shareholder interests.
Zhaowei’s registered capital is RMB 267.48 million, split into 240.73 million A-shares (90.00%) and 26.75 million H-shares (10.00%). All shares are ordinary shares with a nominal value denominated in Renminbi.
Board composition is fixed at eight directors, including at least one-third independent directors. The company replaces a traditional board of supervisors with an Audit Committee that monitors financial reporting, internal control and senior management conduct. A Communist Party organisation is formally embedded in the corporate governance structure.
Dividend policy emphasises cash returns. When conditions permit, annual cash dividends must not be less than 20 % of that year’s distributable profit, and the cumulative cash payout over any rolling three-year period must reach at least 30 % of average distributable profit for the period. Distributions must be implemented within two months after shareholder approval, unless regulatory constraints apply. Share dividends may be proposed when the board views the share price as unaligned with capital size and overall shareholder interests.
The Articles detail thresholds requiring shareholder versus board approval for major transactions. Deals such as asset acquisitions, disposals, external guarantees or related-party transactions trigger shareholder approval when they meet or exceed 30 % of the latest audited total assets or other specified financial ratios. External guarantees to shareholders, de facto controllers or highly leveraged entities must also be ratified by shareholders, with related parties abstaining from voting.
Zhaowei may repurchase shares only for specific purposes, including employee incentive plans or to protect shareholder value, and such buybacks are capped at 10 % of issued share capital, with strict cancellation or transfer deadlines.
The Articles formalise a stringent framework for director and senior management qualifications, loyalty and diligence obligations, and lay out detailed procedures for shareholder meetings, board resolutions, M&A, capital changes and liquidation.
The updated Articles take effect from the date of shareholder approval and will govern Zhaowei’s operations, information disclosure and stakeholder rights across both its Shenzhen-listed A-shares (stock code 003021) and Hong Kong-listed H-shares (stock code 02692).
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