Shanshan Brand Management Co., Ltd. (“Shanshan”) has published its full Articles of Association, clarifying its legal framework following the listing of 33.40 million H-shares on the Main Board of the Hong Kong Stock Exchange.

Key Highlights

1. Capital Structure • Registered capital is RMB 133.40 million, divided into 133.40 million ordinary shares with a par value of RMB 1. • Post-IPO share mix: 100.00 million domestic shares (74.96%) and 33.40 million H-shares (25.04%). • Shanshan may increase capital through public or private share issues, scrip dividends, rights issues or capitalisation of reserves, subject to shareholder approval.

2. Shareholder Rights and Protections • Each share carries one vote; related parties must abstain from voting on connected transactions. • Shareholders holding at least 1% for 180 consecutive days may inspect accounting books and initiate derivative actions against directors or senior executives. • Dividends must be paid within two months after approval; domestic and H-shareholders enjoy equal distribution rights.

3. Board and Governance Structure • Board comprises nine directors, including three independent non-executive directors and one employee representative. • Key committees: Audit (minimum three non-executive members, majority independent), Remuneration (majority independent), and Nomination (majority independent). • The chairman presides over the board and general meetings; at least four board meetings are required annually.

4. Management & Senior Executives • A general manager is appointed by the board for a three-year term, with reappointment permitted. • Senior executives cannot concurrently hold positions in Shanshan’s controlling shareholder. • Stringent rules prohibit loans or guarantees to directors and connected parties unless strictly regulated exceptions apply.

5. Profit Distribution & Reserves • At least 10% of annual after-tax profit must be transferred to the statutory reserve until it reaches 50% of registered capital. • After statutory allocations and loss recoveries, remaining profit is distributed pro-rata to shareholders. • Dividend payments can be made in cash or shares, and must be completed within two months of shareholder approval.

6. Corporate Actions • Mergers, divisions, capital increases, reductions, amendments to the Articles, or major asset transactions exceeding 30% of total assets require special resolutions (≥ two-thirds approval) at a general meeting. • The company may repurchase up to 10% of issued shares for employee incentives, bond conversion or market-value-preservation purposes, subject to board or shareholder approval.

7. Dissolution & Liquidation • Dissolution can be triggered by term expiry, shareholder resolution, regulatory revocation, major operational difficulties, merger/division or bankruptcy. • A liquidation committee must be formed within 15 days of a dissolution event to settle debts and distribute remaining assets.

8. Information Disclosure & Compliance • Financial statements are prepared under PRC GAAP and either IFRS or Hong Kong reporting standards; interim results must be disclosed within 60 days, annual results within 120 days. • Corporate communications may be delivered electronically, in line with Hong Kong Listing Rules.

The Articles of Association came into force upon shareholder approval and formal registration with the Ningbo Administration for Market Regulation, providing the statutory foundation for Shanshan’s ongoing operations and compliance as a Hong Kong-listed issuer.