Beijing Xunzhong Communication Technology Co., Ltd. (“XUNZHONG”) released a comprehensive revision of its Articles of Association (effective October 2026), detailing a wide-ranging overhaul of corporate governance, shareholder rights, board structure and investor-relations policies. Key points follow:
Key Corporate Structure • Registered capital is set at RMB 136.49 million, represented by 136.49 million ordinary shares, including 45.18 million H-shares listed in Hong Kong. • The company adopts a perpetual existence structure and designates the chairman of the board as legal representative. • Shareholders assume liability limited to their shareholdings; the company is liable for debts to the extent of its assets.
Enhanced Shareholder Rights • Ordinary and special resolutions require majority (>50%) and two-thirds approval respectively. • Minority shareholders (holding ≥1% of shares for ≥180 days) obtain explicit litigation rights against directors, senior officers or third parties for damages to the company. • Annual general meetings must be held within six months after fiscal year-end; extraordinary meetings must be convened within two months under predefined triggers (e.g., capital impairment, shareholder request). • Shareholders may exercise voting rights in person, by proxy or via online platforms; cumulative voting applies when a single shareholder (or concert parties) owns ≥30 % of shares.
Board Realignment • Board capped at eight directors, including three independent directors. • Audit Committee replaces a traditional supervisory board, comprising three directors (majority independent). It assumes oversight of financial reporting, internal audit and related-party transactions. • Directors must abstain from voting on matters where conflicts exist; resolutions require majority support of non-conflicted directors. • Directors missing two consecutive board meetings without proxy are subject to dismissal proposals.
Capital Management & Transactions • Share buy-backs permitted under six specific scenarios—e.g., employee incentives, bond conversion or to maintain shareholder value—and limited to 10 % of issued shares with clear cancellation/transfer timelines (10 days to 3 years depending on purpose). • Board empowered to approve asset transactions, guarantees and related-party dealings within defined thresholds; larger or connected transactions trigger mandatory shareholder approval. • External guarantees exceeding 50 % of net assets, single guarantees above 10 % of net assets, or guarantees to highly-leveraged counterparties (>70 % debt ratio) require shareholder resolutions.
Profit Distribution • At least 10 % of after-tax profit allocated to statutory reserves until the fund equals 50 % of registered capital. • Remaining distributable profit is paid to shareholders proportionally; implementation must occur within two months post-approval. • Cash dividends can be offset against funds misappropriated by shareholders or related parties.
Investor Relations & Transparency • Board assumes primary responsibility for investor-relations management; Audit Committee oversees implementation. • Multiple communication channels mandated, including announcements via NEEQ and HKEX websites, email, phone, site visits and timely Q&A. • Dispute resolution prioritises negotiation, followed by mediation, arbitration or litigation.
Dissolution & Liquidation • Detailed procedures cover merger, division, capital reduction and bankruptcy. • Liquidation committee formation within 15 days after dissolution trigger; directors act as liquidation obligors, with creditor-notification timelines strictly prescribed.
Implementation • The revised Articles take effect upon shareholder approval and supersede previous versions. The Board retains interpretative authority over the document.
XUNZHONG’s updated charter aligns with PRC Company Law, CSRC regulations and Hong Kong Listing Rules, signalling a commitment to robust governance, enhanced minority-investor safeguards and transparent capital-management practices.
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