Chaozhou Three-Circle (Group) Co., Ltd. (CCTC, HK:06951) released a fully revised Articles of Association dated August 2026, detailing an updated corporate framework, capital structure and shareholder-protection measures.
Key Capital Data • Registered capital is confirmed at RMB 1.996 billion, represented by 1.997 billion ordinary shares. • Share split: 1.916 billion A-shares (95.98%) and 80.22 million H-shares (4.02%). • Each share carries a par value of RMB 1 and equal voting and distribution rights.
Capital Management Rules • Share buy-backs permitted for six specific purposes, including share incentive plans and value protection; total treasury shares capped at 10% of issued capital with cancellation or disposal deadlines of 10 days to three years, depending on purpose. • New share issues, material asset transactions above 30% of total audited assets, and guaranties exceeding defined thresholds must be approved by shareholders. • Profit distributions prioritise cash. Absent major capex plans, at least 30% of annual distributable profit must be paid in cash; ratios rise to 40% or 80% depending on growth stage and capital needs. Interim dividends are allowed.
Strengthened Shareholder Rights • Shareholders individually or collectively holding 10%+ may requisition extraordinary general meetings. • Minority investors benefit from separate vote counts on material matters and can require the Audit Committee to pursue litigation against directors or executives for misconduct. • Directors, senior management and 5%+ shareholders are subject to six-month trading restrictions and disgorgement of short-swing profits.
Board Composition and Committees • Board comprises eight directors, including at least three independent directors (≥ one-third of the Board) and one employee representative. • An Audit Committee replaces the traditional supervisory board, assuming statutory oversight duties; it must be majority independent and chaired by an accounting professional. • Additional Strategy, Nomination, and Remuneration & Assessment Committees are established, each with defined mandates and decision-making authority.
Management Structure • A general manager leads daily operations, appointed by the Board for a three-year renewable term, supported by several deputy general managers and a chief financial officer. • Senior executives must not concurrently hold management posts in the controlling shareholder and may receive remuneration only from CCTC.
Party Building Provision • Consistent with PRC corporate governance norms, the Company embeds Communist Party organisation within its managerial framework, with associated staffing and budget integrated into operations.
Liquidation & Capital Changes • Detailed procedures cover mergers, divisions, capital increases/reductions and dissolution, including creditor notification timelines (within 10 days for notice, 30–45 days for public announcement), and require Board or shareholder resolutions based on materiality thresholds.
Disclosure & Compliance • Annual reports must be filed within four months of fiscal year-end and interim reports within two months of half-year end, adhering to PRC and Hong Kong listing regulations. • Any amendments to the Articles require a two-thirds shareholder vote and regulatory filing.
The revised Articles of Association reinforce CCTC’s governance standards, codify robust shareholder protections, and formalise a dividend policy aimed at providing stable cash returns while supporting long-term growth.
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