Zhongmiao Holdings (Qingdao) Co., Ltd. has released an updated Articles of Association that sets out the company’s capital structure, governance framework, profit-distribution rules and other key operating parameters. Highlights are as follows:
• Share Capital and Structure The registered capital is confirmed at RMB141.20 million, divided into 141,195,600 ordinary shares. Of these, 105.90 million are domestic unlisted shares converted from the net assets of six promoters, and 35.30 million are overseas-listed shares issued in Hong Kong following CSRC filing and Stock Exchange approval.
• Board Composition The Board consists of seven directors, with independent non-executive directors representing at least one-third of the seats (minimum three). All directors serve three-year terms and may be re-elected. Cumulative voting applies when two or more directors are elected at the same meeting. The Board has established an Audit Committee, Nomination Committee and Remuneration Committee; the Audit Committee replaces the traditional supervisory committee and must be composed entirely of non-executive directors.
• General Meeting & Voting Annual general meetings must be held within six months of fiscal year-end, while extraordinary meetings may be triggered by events such as losses equalling one-third of share capital or shareholder requests representing at least 10 % of voting rights. Ordinary resolutions require a simple majority; special resolutions, including capital changes and mergers, need a two-thirds majority.
• Profit Distribution Policy After covering losses and contributing 10 % of annual post-tax profit to statutory reserves (until reserves reach 50 % of registered capital), the company favours cash dividends and may conduct interim distributions. Dividend payment must occur within two months of shareholder approval.
• Share Transfer and Lock-ups Pre-IPO shares are restricted from transfer for 12 months after Hong Kong listing. Directors and senior management are limited to transferring no more than 25 % of their holdings per year during their terms and may not transfer shares within six months after leaving office.
• Share Buy-backs Permitted scenarios include capital reduction, employee incentive plans, bond conversion and other conditions defined by law; aggregate treasury shares cannot exceed 10 % of total issued shares and must be cancelled or transferred within prescribed time limits.
• External Guarantees & Major Transactions Guarantees that push cumulative exposure above 50 % of net assets, or single guarantees exceeding 10 % of net assets, require shareholder approval. Asset acquisitions or disposals meeting Hong Kong “very substantial” thresholds must be submitted to shareholders.
• Financial Reporting The company will publish audited annual results within four months of year-end and semi-annual results within two months of the half-year close, prepared under International or Hong Kong Financial Reporting Standards.
• Liquidation & Dissolution Dissolution events include shareholder resolution, licence revocation or insolvency. A liquidation committee—comprised of directors unless appointed by a court—must notify creditors within ten days and announce the process within thirty days.
The new Articles take immediate effect upon filing with the relevant market regulators and provide the corporate governance basis for Zhongmiao Holdings’ ongoing operations and future capital-market activities.
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