Tianqi Lithium Corporation (TIANQI LITHIUM, 09696) released its revised Articles of Association, setting out detailed provisions on share capital, governance, related-party transactions and profit distribution.
Key corporate data • Registered capital: RMB 1.706 billion, divided into 1,706,244,983 ordinary shares with a par value of RMB 1 each. • Share split: 1,477,072,783 domestically listed A-shares (86.57%) and 229,172,200 H-shares (13.43%). • Share transfer: Directors and senior management may not transfer more than 25% of their holdings in any 12-month period and are subject to a one-year post-listing lock-up.
Governance framework • Board structure: Six directors, with independent directors representing no less than one-third and at least one accounting professional. • Special committees: Audit & Risk, Strategy & Investment, Remuneration & Appraisal, Nomination & Governance, and ESG & Sustainability. • Audit & Risk Committee assumes the supervisory functions normally performed by a board of supervisors.
Related-party transactions and guarantees • Transactions exceeding RMB 30 million and 5% of latest audited net assets require shareholder approval. • Any single external guarantee above 10% of latest audited net assets, or any guarantee to shareholders or actual controllers, must be approved by shareholders; directors or related shareholders must abstain from voting.
Profit distribution policy • Cash dividends are prioritised; when operating conditions allow, at least one cash payout every three years. • Minimum cash payout ratios: – 80% of distributable profit when in mature phase with no major capex; – 40% when in mature phase with major capex; – 20% when in growth phase with major capex (current classification). • Declared dividends must be distributed within two months of shareholder approval.
Capital adjustments • Share buy-back for employee incentives, bond conversion or value protection capped at 10% of issued shares and must be cancelled or transferred within three years. • Capital increases, reductions, mergers or divisions trigger creditor notification within 10 days and public announcement within 30 days.
Liquidation provisions • On dissolution, a liquidation team formed by directors must notify creditors within 10 days and publicly announce within 60 days.
The revised Articles took effect upon shareholder approval and registration with the market regulator, providing a comprehensive governance and compliance blueprint for Tianqi Lithium’s A- and H-share investors.
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