Nongfu Spring (09633) has convened its 2026 annual general meeting for 19 May 2026 in Hangzhou, tabling a broad agenda that will overhaul corporate governance, update capital management mandates and adjust use of its listing proceeds.
Key governance changes • Articles of Association: Directors seek shareholder approval to cancel the Supervisory Committee and transfer its statutory functions to a newly established Audit Committee, in line with the amended PRC Company Law effective July 2024. • Board renewal: Nine-member board to be elected, comprising five executive directors (including founder and chairman Zhong Shanshan and four senior managers), one non-executive director (Zhong Shu Zi) and three independent non-executive directors (Gu Zhaoyang, Wen Ming, Wang Yingzhe). • Rules of Procedure: Shareholders will vote on revised rules for shareholder meetings and board meetings, and abolish rules for the now-defunct Supervisory Committee. • Director remuneration: Independent non-executive directors will receive RMB310,000 per year; other directors will be paid according to their management roles with no additional board fees.
Capital deployment and dividends • IPO proceeds: Of the HK$9.38 billion raised in 2020, HK$5.08 billion has been spent. The company proposes reallocating HK$726 million originally earmarked for “fundamental capabilities” to “production facilities and new factories,” and extending the utilisation deadline to 31 Dec 2027. • Final dividend: Board recommends a cash dividend of RMB0.99 per share (tax inclusive) for FY2025, payable on or before 19 Aug 2026 to shareholders on record as of 28 May 2026.
Financing and guarantees • Credit facilities: Management seeks approval to secure up to RMB26 billion in revolving credit lines from banks and financial institutions through to the 2027 AGM. • Guarantees: The company proposes a guarantee limit of up to RMB4 billion for borrowings by wholly-owned subsidiaries during 2026.
Share capital mandates • General issuance mandate: Board may issue new shares representing up to 20% of current issued share capital during the mandate period. • Repurchase mandate: Board may buy back up to 10% of issued H shares; repurchased shares can be cancelled, retained as treasury stock or used for employee incentives, provided the public float requirement is maintained.
Logistics Shareholders recorded on 13 May 2026 are eligible to vote. The register will close 14–19 May for meeting voting rights and 23–28 May for dividend entitlement.
If approved, the proposed resolutions will align Nongfu Spring’s governance with updated PRC company regulations, support capacity expansion, strengthen financial flexibility and deliver cash returns to shareholders.
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