Befar Group Co., Ltd. released a full revision of its Articles of Association, bringing its governance framework in line with the PRC Company Law, CSRC regulations and the Hong Kong Listing Rules as the chemical producer prepares for a dual-listing on the Hong Kong Stock Exchange.

The document confirms that Befar Group, already listed on the Shanghai Stock Exchange since February 2010 after an initial public offering of 110 million A-shares, intends to issue a new tranche of H-shares in Hong Kong. Post-offering share capital data will be disclosed once finalised; however, the Articles detail that A-shares will remain centrally deposited with CSDC’s Shanghai branch, while H-shares will be cleared through Hong Kong Securities Clearing Company Limited.

Key governance features include:

1. Board structure • The Board comprises nine directors, at least one-third of whom must be independent. • An employee representative must hold one board seat. • The chairman is elected by a simple majority of directors; vice-chairmen may also be appointed. • Specialised committees—Audit, Strategy, Nomination, and Remuneration & Performance—are established, each chaired by independent directors where required. • An Audit Committee made up solely of non-executive directors (majority independent) oversees financial reporting, internal control and auditor selection.

2. Shareholder protections and major-transaction thresholds • Shareholders holding ≥10 % of shares may requisition an extraordinary general meeting. • Guarantees, asset disposals or acquisitions exceeding 30 % of audited total assets, and equity incentive plans, require shareholder approval by special resolution. • Related-party shareholders must abstain from voting on connected transactions.

3. Profit-distribution policy • Cash dividends are prioritised: at least 30 % of the average distributable profits over any three-year period must be distributed in cash. • Absent major capex plans, annual cash dividends should be no less than 10 % of that year’s distributable profit. • Dividends must be paid within two months of shareholder approval.

4. Share buy-back framework • Repurchases are permitted for capital reduction, employee incentive schemes, bond conversion or to safeguard shareholder value, subject to Board or shareholder approval. • Aggregate treasury shares may not exceed 10 % of issued capital and must be transferred or cancelled within three years.

5. Internal controls and audits • A permanent internal audit department reports to the Board and Audit Committee. • Annual external audit appointments require both Audit Committee and shareholder approval.

6. Capital changes • Detailed procedures are laid out for future mergers, divisions, capital increases, reductions and liquidation, with mandatory creditor notification periods ranging from 30 to 60 days.

7. Dissolution triggers • Statutory dissolution events include shareholder resolutions, licence revocation, severe operational difficulties or merger/division decisions. A liquidation committee must be formed within 15 days once dissolution conditions arise.

The revised Articles become effective upon completion of the H-share issuance and listing, marking a key regulatory milestone as BEFAR GROUP advances its international capital-markets strategy.