Huaqin Co., Ltd. (HUAQIN) has released an updated Articles of Association that sets out the company’s capital composition, board structure, profit-distribution framework and key governance mechanisms.
Key points are as follows:
1. Share Capital and Listing Status • Registered capital stands at RMB 1.52 billion, divided into 1.52 billion ordinary shares with a par value of RMB 1 each. • 1.42 billion A shares (93.78% of total) have been listed on the Shanghai Stock Exchange since 8 August 2023. • 94.26 million H shares (6.22% of total) were listed on the Hong Kong Stock Exchange on 23 April 2026, with an additional 8.78 million H shares issued under an over-allotment option on 26 May 2026. • The company prohibits providing financial assistance for share acquisitions unless under an approved employee stock-ownership plan, capped at 10% of issued share capital.
2. Governance Structure • The Board comprises at least nine directors, with independent directors representing no less than one-third of the total and including at least one accounting professional. • An Audit & Risk Management Committee assumes the functions of a supervisory committee and must consist solely of non-executive or independent directors; the convener is an independent director. • Other standing committees include Strategy & Sustainable Development, Nomination, and Remuneration & Appraisal Committees, each with three directors and an independent-director majority for the latter two. • The Board must meet at least four times a year; interim meetings may be convened with at least three days’ notice. Board resolutions require a majority of all directors; directors with related-party conflicts must abstain.
3. Profit Distribution Policy • After statutory and discretionary reserves, a minimum 10% of annual distributable profits will be paid as cash dividends when conditions permit. • Interim dividends may be proposed if cash flow and future investment plans allow. • Share dividends can be issued when earnings and share price growth outpace capital scale, provided cash-dividend thresholds are met. • Adjustments to the dividend policy require Board approval (majority including over half of independent directors) and endorsement by at least two-thirds of voting shares at a shareholders’ meeting.
4. Investor Protection Measures • Share transfers by directors and senior management are capped at 25% of holdings per year during their term and prohibited within one year after listing; no sales are allowed within six months of departure. • Related-party transactions exceeding RMB 30 million and 5% of net assets require shareholder approval with related parties abstaining. • External guarantees surpassing specified asset-ratio thresholds also need shareholder consent.
5. Dissolution & Liquidation • Triggers for dissolution include expiry of business term, shareholder resolution, merger or division, licence revocation, or court-ordered liquidation. • Directors are responsible for forming a liquidation committee within 15 days of a dissolution event; creditors must be notified within 10 days and publicly within 30 days.
6. Party Leadership • The company will establish a Communist Party organization in accordance with the Constitution of the Communist Party of China and provide resources for Party activities.
The revised Articles of Association become effective upon registration with the relevant authorities.
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