Eastroc Beverage (Group) Co., Ltd. released a revised Articles of Association, effective December 2025, detailing the company’s share capital, shareholder rights and corporate-governance framework following its dual-listing in Shanghai and Hong Kong.
Key highlights are as follows:
1. Capital Structure • Registered capital stands at RMB 564.77 million, divided into 564.7687 million ordinary shares. • A-shares: 520.013 million, accounting for 92.08 % of total share capital. • H-shares: 44.7557 million, accounting for 7.92 % of total share capital. • The company completed its A-share IPO in May 2021 and its H-share offering (including 3.8658 million shares issued through over-allotment) in February–March 2026.
2. Shareholder Rights and Restrictions • “One share, one vote” applies to all ordinary shares; minority shareholders’ votes must be counted and disclosed separately on major issues. • Directors and senior management may not transfer more than 25 % of their shareholdings in any twelve-month period and are subject to a one-year lock-up after listing and a six-month lock-up after leaving office. • The company may repurchase up to 10 % of total issued shares for purposes such as employee incentives, bond conversion or value protection, with strict cancellation or transfer timelines.
3. Profit Distribution Policy • Eastroc adopts a “proactive, consistent and stable” dividend approach, prioritising cash payouts. • When conditions permit, not less than 20 % of annual distributable profit will be paid in cash; the ratio rises to 40 %–80 % depending on growth stage and capital-expenditure plans. • Dividend (or share) distribution must be completed within two months of shareholder approval.
4. Governance Structure • Board comprises at least nine directors, including no fewer than three independent directors and one employee representative. • Key committees include Audit (with the authority of a traditional supervisory board), Nomination, Remuneration & Appraisal, and Strategy & ESG. • The Audit Committee, consisting entirely of non-executive directors, reviews financial disclosures, oversees auditors and approves major accounting changes. • The Strategy & ESG Committee guides long-term planning and environmental, social and governance initiatives.
5. External Guarantees and Major Transactions • Shareholder approval is mandatory when guarantees exceed thresholds such as 50 % of net assets, 30 % of total assets in a single year, or when beneficiaries include shareholders, actual controllers or related parties. • Purchases or disposals exceeding 30 % of total assets within one year also require shareholder resolutions.
6. Dissolution, Merger and Liquidation • Detailed procedures cover balance-sheet preparation, creditor notification and asset distribution. Directors act as liquidation obligors should dissolution occur.
The updated Articles formalise Eastroc Beverage’s governance under PRC company law, CSRC regulations, the Shanghai Stock Exchange rules and the Hong Kong Listing Rules, reinforcing shareholder protections and operational transparency across its dual-listing platform.
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