Xizang Zhihui Mining Co., Ltd. (“Zhihui Mining”) has published its revised Articles of Association, effective upon the Hong Kong listing of its H shares in December 2025. The 70-page document codifies the miner’s corporate governance framework, capital structure and shareholder rights as it transitions to public-company status.
Key Highlights
1. Capital & Share Structure • Registered capital is set at RMB 487.81 million, corresponding to 487.81 million ordinary shares with a par value of RMB1 each. • The company completed an initial public offering of 121.95 million H shares, which began trading on the Hong Kong Stock Exchange on 19 December 2025. • Pre-IPO share capital stood at 360.00 million domestic shares, fully subscribed by founders Xizang Zhifeng Industrial (55.00%) and Xizang Geology and Mineral Resources Group (45.00%). • All shares, whether domestic or H shares, carry equal rights to dividends and voting. Any conversion of unlisted domestic shares to H shares requires CSRC filing and Hong Kong Stock Exchange approval.
2. Shareholder Protection & Meeting Rules • Shareholders enjoy standard rights to dividends, voting and information access; they may inspect corporate documents including shareholder registers, board resolutions and financial reports. • Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be triggered by shareholders holding 10% or more of voting shares, the audit committee, independent directors or the board. • Major guarantees, asset transactions exceeding 30 % of audited total assets, and key related-party deals require shareholder approval.
3. Board Composition & Duties • Board size ranges from five to eleven members; at least one-third must be independent non-executive directors, with at least one possessing accounting or related financial expertise. • Directors serve three-year terms and may be re-elected; cumulative voting applies when electing two or more independent directors. • The board establishes audit, remuneration & appraisal, nomination and other specialised committees. The audit committee, formed solely of non-executive directors, assumes supervisory responsibilities and must approve financial disclosures and auditor changes.
4. Senior Management • The general manager oversees daily operations and is appointed by the board along with deputy general managers, chief financial officer and board secretary. • Senior executives are restricted from holding concurrent posts in controlling shareholders and must be remunerated solely by Zhihui Mining.
5. Profit Allocation & Capital Policy • At least 10% of after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Dividends must be distributed within two months after shareholder approval. • Capital reduction, merger or division requires creditor notification within ten days and public announcement within thirty days.
6. Information Disclosure • Statutory annual reports will be released within four months of year-end, and interim reports within two months after the first half-year. • All corporate communications to H-shareholders may be disseminated electronically or via designated HKEX channels, in both English and Chinese as required.
7. Dissolution & Liquidation • Dissolution events include expiry of business term, shareholder resolution, merger/division, licence revocation or court order. • A liquidation committee, usually comprising directors, must form within 15 days of a dissolution event to protect creditor and shareholder interests.
8. Compliance Framework • The Articles embed PRC Company Law, Securities Law, CSRC regulations and Hong Kong Listing Rules, with local listing rules prevailing in case of conflict.
These Articles provide the governance architecture and investor safeguards underpinning Zhihui Mining’s future operations as a Hong Kong-listed enterprise.
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