Liuliumei Co., Ltd. (abbreviation: LIULIUMEI) has released its amended Articles of Association, establishing a detailed framework for corporate governance, share capital management and shareholder rights ahead of its planned H-share listing in Hong Kong.

The document confirms that LIULIUMEI is a joint-stock company with limited liability, deriving from the restructuring of Liuliu Orchard Group Co., Ltd. Initial registered capital was set at RMB 70.59 million, contributed entirely through a conversion of audited net assets. Following completion of the forthcoming H-share IPO, all issued shares will be ordinary shares, with the H-share tranche representing an unspecified percentage of the enlarged share capital.

Six promoters hold 100 % of the pre-IPO shares: • Yang Fan – 37.49 % • Li Huimin – 4.17 % • Wuhu Kaixuan Star Investment LP – 5.10 % • Beijing Sequoia Xinyuan Equity Investment Centre LP – 15.00 % • Anhui Jurun Investment Co., Ltd. – 34.85 % • Wuhu Kailai Star Investment LP – 3.40 %

Key provisions on share management include: • Par value set at RMB 1 per share. • Financial assistance for share acquisition capped at 10 % of issued capital, subject to board approval by a two-thirds majority. • Share repurchases limited to six defined circumstances and, where applicable, to 10 % of total shares within a three-year period. • Pre-IPO shares are locked for one year from the initial listing date; directors and senior management face an additional 25 % annual sales cap and six-month post-departure lock-up.

The Articles detail robust minority-shareholder protections. Shareholders holding ≥1 % for 180 days may request the Audit Committee—or failing action, the courts—to pursue litigation against directors, senior management or third parties that damage corporate interests.

Governance framework: • A nine-member board, including at least three independent non-executive directors and one employee director. • The Audit Committee substitutes for a traditional supervisory committee and, together with Nomination and Remuneration & Appraisal Committees, reports directly to the board. • Chairman is the legal representative; board meetings require a majority quorum and ordinary resolutions pass by simple majority, with two-thirds needed for guarantees beyond defined thresholds. • Directors with related interests must abstain from voting; resolutions on major related-party transactions require independent shareholder approval.

Dividend policy and reserves: • A minimum 10 % of annual after-tax profit must be transferred to the statutory reserve until it reaches 50 % of registered capital. • Post-reserve and loss-coverage profits are distributed proportionally to shareholders. • Once a dividend plan is approved, cash or share dividends must be executed within two months.

Capital changes and dissolution: • Mergers, splits, capital increases/reductions, or dissolution require shareholder approval, creditor notification and public disclosure. • Liquidation committees must be formed within 15 days of a dissolution trigger, with strict creditor engagement and reporting obligations.

Audit and disclosure: • External auditors are appointed annually by shareholders; non-standard opinions must be explained to the general meeting. • Full-year results must be announced within three months of fiscal year-end, and interim results within two months of the half-year mark.

The updated charter aligns LIULIUMEI with both PRC Company Law and Hong Kong Listing Rules, providing a clear blueprint for governance, risk management and shareholder engagement as the company prepares for its public-market debut.