CMOC has released its amended Articles of Association, effective 28 April 2026, detailing an extensive overhaul of corporate governance, share capital structure, and profit-distribution mechanisms. Key highlights are as follows:
1. Share Capital and Structure • Registered capital is set at RMB 4.28 billion, represented by 21.39 billion ordinary shares with a par value of RMB 0.20 each. • A-shares account for 81.61 % of total shares (17.46 billion), while H-shares represent 18.39 % (3.93 billion). • Conversion of A-shares to H-shares is permitted subject to regulatory approval, and buy-backs are capped at 10 % of total issued shares, to be cancelled or transferred within three years.
2. Shareholder Rights and Meetings • Shareholders owning ≥3 % of shares for 180 consecutive days can inspect accounting books. • Shareholders holding ≥10 % may requisition an extraordinary general meeting; failure by the Board to comply allows shareholders to convene the meeting themselves. • Cash-dividend distribution requires that at least 30 % of annual distributable profit be returned to shareholders, with thresholds of 20 %, 40 % or 80 % depending on development stage and capital-expenditure plans.
3. Board Composition and Committees • The Board comprises nine directors, with a minimum of three independent directors; cumulative voting applies when the controlling shareholder holds >30 %. • An Audit and Risk Committee replaces the traditional Board of Supervisors, assuming all statutory supervisory duties. • Other standing committees include Strategic & Sustainability, Nomination & Governance, and Remuneration.
4. Senior Management and Internal Controls • The company names a President, multiple Vice Presidents, a Chief Financial Officer, and a Board Secretary as senior management. • An internal audit department reports directly to the Audit and Risk Committee and must issue an annual internal-control evaluation report.
5. Profit Distribution and Capital Management • Cash dividends are the preferred form of profit return; share dividends are allowed when earnings and distributable profit are positive and share valuation is deemed reasonable. • Shareholder approval via special resolution is required for significant transactions such as issuing new shares exceeding 20 % of existing share capital, corporate bond issuance, mergers, and asset purchases or disposals topping 30 % of total assets.
6. Compliance and Disclosure • Detailed procedures govern meeting notices, voting (including online voting), connected-party abstentions, and class-shareholder protections. • Legal counsel must attend every shareholder meeting to opine on procedural compliance, and meeting minutes are retained for at least 10 years.
The revised charter codifies CMOC’s commitment to enhanced transparency, stricter internal controls, and a shareholder-focused dividend policy while streamlining supervisory functions under a reinforced Audit and Risk Committee.
Comments