MUYUAN (02714) has published a comprehensive revision of its Articles of Association, setting out the company’s legal framework, share capital composition, governance architecture and profit-distribution principles ahead of its forthcoming H-share listing in Hong Kong.

Key structural details • Registered capital: RMB 5.77 billion. • Total shares in issue: 5.77 billion ordinary shares, split into 5.46 billion A-shares and 310.22 million H-shares. • Promoters: 28 founding shareholders collectively subscribed 200 million shares at inception. • Upcoming Hong Kong offering: 273.95 million H-shares (pre-greenshoe) have been filed with the China Securities Regulatory Commission (CSRC); listing on the Hong Kong Stock Exchange is scheduled for 6 February 2026.

Governance highlights • Board composition: Eight directors, including three independent directors; one employee representative sits on the board. • Specialised committees: Strategy, Audit, Nomination, Remuneration & Appraisal, and Sustainability Committees have been formed, each chaired by or comprising a majority of independent directors where required. • Senior management: A president (general manager) leads operations, supported by executive vice-president, vice-presidents, CFO, CHO, CLO, CSO and other C-suite roles; appointments are made by the board. • Party organisation: In line with PRC regulations, a Communist Party committee is established within the company.

Shareholder rights and meetings • Shareholders may individually or collectively (holding ≥3% for ≥180 days) inspect accounting records and initiate litigation in the company’s name under defined conditions. • Shareholders’ general meetings require 21 days’ notice (annual) or 15 days (extraordinary); online voting channels will be provided. • Major guarantees, asset transactions or related-party dealings above defined thresholds necessitate shareholder approval, often by special resolution (≥ two-thirds voting support).

Capital management • The company may issue additional shares, reduce capital or repurchase shares subject to statutory and shareholder approvals. Repurchases for employee stock ownership plans, convertible bond conversions or value-protection measures are capped at 10% of issued capital and must be completed within three years.

Dividend and reserve policy • Cash dividends are prioritised: at least 20% of annual distributable profits to be paid in cash, with each distribution containing a minimum 40% cash component. • The company targets at least one dividend payout per year and may conduct interim distributions. • Statutory reserves: 10% of after-tax profits to be allocated annually until reserves reach 50% of registered capital. • Stock dividends may be used when growth prospects and capital structure warrant, subject to shareholder approval.

Audit and disclosure • An internal Audit Department, reporting to the Board Audit Committee, oversees risk management, internal control and financial disclosure. • External auditors are appointed annually by shareholders upon Audit Committee recommendation, and the company pledges full cooperation and transparency.

Liquidation framework • Detailed procedures cover merger, division, dissolution and liquidation, including creditor notification, asset distribution hierarchy and timelines for regulatory filings.

The revised Articles take effect upon the listing of MUYUAN’s H-shares on the Hong Kong Stock Exchange, providing investors with a transparent blueprint of the company’s operational, governance and financial protocols.