Sinosynergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. (“Sinosynergy”) has released an updated Articles of Association (effective June 2026) that formalises its post-listing corporate framework and financial governance.
Key Corporate Profile • Registered capital: RMB 518.04 million. • Total issued shares: 518.04 million ordinary shares (par value RMB1), including up to 79.52 million H-shares approved for listing on the Hong Kong Stock Exchange on 5 December 2023. • Liability structure: shareholders are liable up to their subscribed capital; the company is liable for debts with all its assets.
Share Management Highlights • Share classes carry equal rights; any repurchase is capped at 10% of total issued shares. • Founding shareholders are subject to a one-year lock-up from the listing date; directors and senior executives cannot transfer more than 25% of their holdings annually during tenure. • Financial assistance for third-party share acquisitions is limited to 10% of issued capital and requires board approval by a two-thirds majority.
Governance Structure • Board of Directors: nine members, including three independent non-executive directors (INEDs). • Key committees: Audit (functions in lieu of a Supervisory Committee), Nomination, Remuneration and Strategy; each chaired by an INED. • Audit Committee oversight extends to financial reporting, internal control assessment and appointment of external auditors. • Senior management: one general manager and up to five deputy general managers; combined executive/employee-elected directors plus managerial directors cannot exceed 50% of the Board.
Profit Appropriation & Dividend Policy • Minimum 10% of annual after-tax profit allocated to statutory reserves until reserves reach 50% of registered capital. • Priority on cash dividends; distributions to be completed within two months of shareholder approval. • Remaining profits distributed to shareholders pro rata after statutory and discretionary reserves.
Capital Actions & Investor Protection • Extraordinary General Meeting (EGM) mandated within two months if unrecovered losses reach one-third of share capital or if shareholders holding at least 10% request. • Asset purchases, sales or guarantees exceeding 30% of latest audited total assets require shareholder approval. • Related-party shareholders must abstain from voting on connected transactions; resolutions demand majority support from non-related shareholders.
Dissolution & Liquidation • Causes for dissolution include expiry of corporate term, shareholder resolution, merger/division, licence revocation or court order. • Liquidation committee must commence proceedings within 15 days of a dissolution trigger; creditors to be notified within 10 days.
These revisions provide a comprehensive framework aligning Sinosynergy’s governance, capital management and investor-protection mechanisms with PRC Company Law, CSRC rules and Hong Kong Listing Regulations.