HUAQIN (Stock Code: 03296) has published its updated Articles of Association, laying out the corporate governance, capital structure and shareholder-protection framework that will govern the company upon completion of its planned H-share listing on the Main Board of The Stock Exchange of Hong Kong (HKEX).
Key Capital Details • Initial share base: 644.74 million ordinary shares (RMB-denominated A shares). • Shanghai IPO: 72.43 million A shares were listed on the Shanghai Stock Exchange on 8 August 2023. • Proposed Hong Kong IPO: Filing with the China Securities Regulatory Commission (CSRC) was completed on 22 January 2026 and HKEX approval has been obtained; the exact H-share issue size will be confirmed ahead of listing. • Share classes: HUAQIN will maintain dual-class structure—A shares (Shanghai) and H shares (Hong Kong). All shares carry equal economic rights; voting-right restrictions apply only where required by regulations.
Governance Structure • Board composition: Minimum nine directors, with independent directors accounting for at least one-third and one mandatory employee director. • Committees: Audit & Risk Management (assumes supervisory-committee duties), Strategy & Sustainable Development, Nomination, and Remuneration & Appraisal. • Key thresholds: Board meetings require a quorum of more than half of directors; resolutions pass with a simple majority unless classified as “special,” which need two-thirds support.
Shareholder Protections & Major-Transaction Triggers • Guarantees: Any single guarantee exceeding 10% of latest audited net assets—or guarantees benefiting related parties—must be approved by shareholders holding at least two-thirds of voting rights present. • Asset transactions: Deals where asset value, consideration, revenue or profit contribution surpasses 30% of latest audited totals must obtain shareholder approval. • Financial assistance: Loans or similar support above 10% of net assets, or to counterparties with gearing above 70%, require shareholder consent.
Profit Distribution Policy • Frequency: At least one cash-dividend distribution annually; interim dividends possible if cash flow permits. • Minimum payout: No less than 10% of annual distributable profit as cash, after statutory and discretionary reserves. • Priority: Cash dividends take precedence; scrip dividends can supplement when capital structure warrants. • Unallocated profits: Any adjustments to profit-distribution policy must win Board and two-thirds shareholder approval.
Share Repurchase & Capital Changes • Buybacks allowed for capital reduction, employee incentive schemes, bond conversion or to protect shareholder value; aggregate treasury shares capped at 10% of issued capital and subject to cancellation or transfer within prescribed timeframes. • Future share issues up to 50% of current capital may be authorised by shareholders for three-year periods; non-cash consideration requires separate shareholder approval.
Internal Controls & Disclosure • An internal audit system reports to the Audit & Risk Management Committee, which oversees financial reporting, internal control evaluation and appointment of external auditors. • HUAQIN commits to releasing annual results within four months of fiscal year-end and interim results within two months after half-year close, in line with CSRC and HKEX requirements.
Effective Date The revised Articles will take effect upon the listing of HUAQIN’s H-shares on HKEX, providing the statutory framework for the company’s dual-listed operations in Shanghai and Hong Kong.
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