CIG Shanghai Co., Ltd. released a draft Articles of Association amended in line with resolutions passed at its 2025 annual general meeting, detailing corporate governance upgrades following the company’s A- and H-share listings.

Key amendments and disclosures:

1. Share Capital • Registered capital is set at RMB352.65 million. • Upon full exercise of the H-share over-allotment option in 2025, total issued share capital stands at 345.08 million ordinary shares, comprising 268.02 million A-shares (77.67%) and 77.06 million H-shares (22.33%).

2. Dividend & Profit Distribution Framework • Cash dividends remain the primary form of distribution. • In normal circumstances, annual cash payouts shall be no less than 15% of distributable profit; three differentiated payout thresholds (≥20%, ≥40%, ≥80%) apply depending on the company’s growth phase and capital expenditure plans. • Interim dividends may be declared within limits authorised by shareholders at the AGM. • No dividends will be distributed when net operating cash flow is negative, audited opinion is modified or asset-liability ratio exceeds 70%.

3. Board Composition & Committees • Nine-member board: three independent non-executive directors and one employee representative. • Audit Committee (three non-executive directors, two independent) replaces the statutory supervisory committee and holds authority to review financial statements, oversee external auditors and propose EGMs. • Other specialised committees include Strategy & ESG, Nomination, and Remuneration & Appraisal, each with defined scopes covering risk oversight, board diversity and executive pay.

4. Shareholder Rights & Restrictions • Controlling shareholders, de facto controllers, directors and senior managers face strict prohibitions on fund misappropriation and insider dealings. • Directors who miss two consecutive board meetings without proxy will be subject to removal. • Share transfers by directors and senior managers are capped at 25% of holdings per year during tenure and restricted for six months post-departure.

5. Capital Management • Share buy-backs permitted for six specified purposes, including employee share schemes and safeguarding corporate value, but own-shares holding may not exceed 10% of total issued capital and must be disposed of within three years. • External guarantees to parties with gearing above 70% or exceeding preset asset ratios require shareholder approval.

6. Enhanced Transparency • Annual reports must be disclosed within four months of year-end; interim results within two months of period close. • Independent directors gain powers to call EGMs, engage external advisers at company expense and publicly solicit voting rights on key matters.

7. Dissolution & Liquidation Procedures • Detailed protocols for merger, division, capital reduction and liquidation are incorporated, including mandatory creditor notification periods and asset distribution hierarchy.

The revised Articles, effective upon shareholder approval and regulatory filing, aim to align CIG’s governance with the Company Law, CSRC regulations and both Shanghai and Hong Kong Listing Rules, reflecting the company’s transition to a dual-listing structure and commitment to higher governance standards.