Zhejiang Sanhua Intelligent Controls Co., Ltd. (Sanhua Intelligent Controls) has released its updated Articles of Association, effective September 2026, providing a detailed blueprint for corporate governance, capital allocation and shareholder rights. Key takeaways follow:

Capital Base and Share Structure • Registered capital stands at RMB 4.21 billion, represented by 4.207 billion ordinary shares. • A-share investors hold 3.73 billion shares (88.67%), while 476.54 million H-shares (11.33%) trade in Hong Kong. • Any self-held shares are stripped of voting and dividend rights.

Issuance & Repurchase Parameters • New capital can be raised via public or private offerings, bonus issues or capitalisation of reserves. • Aggregate financial assistance to others for acquiring Sanhua shares is capped at 10% of issued capital. • Share buy-backs for employee incentives, bond conversion or value maintenance must keep treasury holdings below 10% of total shares and be completed or cancelled within three years.

Dividend Framework • Cash distribution is prioritised. Over any three-year span, cumulative cash dividends must reach at least 30% of average distributable profit. • After approval, dividend payments (or share issues) are to be executed within two months, unless regulatory requirements necessitate a different timetable. • Interim dividends may be proposed if liquidity allows; details require separate board and shareholder approval.

Governance Architecture • Board comprises 11 directors: four executive, three non-executive and four independent. • An Audit Committee of three non-management directors—majority independent—assumes the statutory supervisory role; at least one member must be an accounting professional. • Other board committees include Strategy & ESG, Nomination, and Remuneration & Evaluation, each chaired by independent directors. • A single class of employee-elected director is mandated. • Directors serve three-year terms with staggered rotation; no more than one-third may be replaced in any single year.

Management & Control Safeguards • The company operates under a single-tier board system; no separate supervisory board is established. • A chief executive officer heads day-to-day operations, supported by a president, chief engineer, financial director and board secretary; appointments require board approval. • Controlling shareholders and de facto controllers must abstain from voting on transactions where conflicts of interest arise; related-party shareholders are similarly restricted.

Financial Discipline & Internal Audit • An internal audit department, reporting to the Audit Committee, oversees risk management, internal controls and financial reporting. • Annual reports are to be disclosed within four months of fiscal year-end; interim results within two months of half-year close.

Business Scope The company’s licensed activities span R&D and manufacturing of refrigeration and HVAC components, household appliances, valves, pumps, motors and related equipment, along with testing services and power generation, transmission and distribution.

Takeover Defences & Capital Changes • Major asset transactions exceeding 30% of total assets or guarantees above defined thresholds require shareholder approval. • Share splits, mergers, dissolutions or changes of corporate form demand a two-thirds majority vote at a general meeting.

The charter supersedes previous versions and will guide Sanhua Intelligent Controls’ operations, investor relations and compliance frameworks going forward.