Foshan Haitian Flavouring and Food Company Ltd. (Haitian Flavouring) released its revised Articles of Association dated May 2026, detailing an extensive governance and capital framework update following its dual-listing in Shanghai and Hong Kong.
Key Capital Structure • Registered capital is set at RMB 5.85 billion, divided into 5.85 billion ordinary shares – 5.56 billion A-shares and 291.22 million H-shares. • The company confirms it may repurchase up to 10% of total issued shares under specific circumstances, with clear cancellation or transfer timelines ranging from 10 days to three years.
Refined Shareholder Rights & Meetings • Annual meetings must be held within six months of the fiscal year-end; an extraordinary meeting must be convened within two months if triggered by events such as uncovered losses exceeding one-third of share capital or if ≥10% shareholders demand it. • Shareholders holding at least 3% of shares for 180 days may inspect accounting books; those with ≥1% for the same period can initiate derivative actions against directors or senior management.
Enhanced Board Composition • The Board comprises nine directors, including a minimum of three independent directors; at least one director must represent employees. • Directors serve three-year terms with re-election permitted, while independent directors have a six-year cap. • An audit committee—dominated by independent directors—assumes the statutory supervisory role, replacing a traditional supervisory board.
Strengthened Internal Controls • An internal audit system reports directly to the Board via the audit committee. • Material guarantees exceeding RMB 50% of net assets, or single guarantees above 10% of net assets, require shareholder approval.
Dividend & Profit Allocation Policy • At least 10% of annual after-tax profit is allocated to statutory reserves until they reach 50% of registered capital. • Cash dividends remain the priority: no less than 20% of distributable profit must be paid in cash annually, rising to 40% when the company faces significant investment or cash outlays, and 80% otherwise. • Dividend distribution must be completed within two months after shareholder approval; interim cash dividends are permitted when conditions allow.
Share Issuance & Pre-emption • Shareholders do not enjoy automatic pre-emptive rights in new share issues unless specifically resolved by a shareholders’ meeting.
Dissolution & Liquidation • Clear triggers for dissolution are set, including shareholder resolution, merger, division or court order. Directors must form a liquidation committee within 15 days if dissolution occurs.
The updated Articles align Haitian Flavouring’s governance practices with PRC Company Law, the Securities Law, and both Shanghai and Hong Kong listing regulations, aiming to enhance shareholder protection and operational transparency.
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