Pu’er Lancang Ancient Tea Co., Ltd. (“Lancang Tea”) has released its updated Articles of Association (June 2026 edition), detailing the company’s registered capital, share structure, business scope and corporate governance regime.
Key corporate profile • Legal form and domicile: Joint-stock company with limited liability, registered in Pu’er, Yunnan. • Registered capital: RMB 126.00 million, divided into 126 million ordinary shares with a par value of RMB 1 each. • Listing status: 21.00 million H shares were issued in Hong Kong and listed on 22 December 2023 following CSRC filing on 1 August 2023. All other shares are domestic unlisted shares. • Legal representative: Chairman of the Board.
Shareholding snapshot • Upon establishment, 49.68 million shares were allocated to 48 promoters; the two largest founders, Du Chunyi and Wang Juan, hold 30.68 % and 16.76 % respectively. • The company’s share capital may be increased via public or private offerings, bonus issues or capitalisation of reserves, subject to shareholder approval. • Repurchase ceiling: Company-held shares may not exceed 10 % of total issued shares and must be cancelled or transferred within three years.
Business scope Operations cover manufacturing and sales of tea products, foods, cosmetics, tea sets and related conference and training services, supplemented by household chemical and sanitary products.
Governance architecture • Board composition: Minimum seven directors with at least one-third independent non-executive directors; one independent director must possess accounting or related financial expertise and one must reside in Hong Kong. • Board committees: Audit, Strategy, Nomination, and Remuneration & Appraisal Committees established. The Audit Committee assumes duties customarily performed by a supervisory committee and must comprise a majority of independent directors. • General meetings: Annual meeting to be held within six months of fiscal year-end; extraordinary meetings can be triggered by directors, the Audit Committee or shareholders holding at least 10 % of shares. • Party organisation: A Communist Party committee will be established in accordance with the Party Constitution.
Financial management and dividend policy • Statutory provident fund: 10 % of after-tax profit appropriated annually until the fund reaches 50 % of registered capital. • Profit distribution: Preference for cash dividends once accumulated profits are positive and operational funding needs are met; distribution to be completed within two months of shareholder approval. • Internal audit: An independent internal audit function reports directly to the Board’s Audit Committee. • External audit: Appointment and remuneration of accounting firms subject to shareholder approval, with a minimum annual engagement period of one year.
Capital adjustments and dissolution • Mergers, spin-offs, capital increases or reductions require shareholder approval and creditor notification. • Dissolution triggers include expiry of business term, shareholder resolution, regulatory revocation, or other legal circumstances. A liquidation committee composed primarily of directors will oversee winding-up procedures.
The revised Articles take effect upon shareholder approval and filing with the relevant regulatory authorities, providing an updated legal and governance framework for Lancang Tea’s ongoing operations and compliance with both PRC corporate law and Hong Kong Listing Rules.