FUYAO GLASS (03606.HK) Moves to Revise Articles of Association to Meet New CSRC and HKEX Rules

Bulletin Express
03/17

Fuyao Glass Industry Group Co., Ltd. (FUYAO GLASS, 03606.HK) has tabled extensive amendments to its Articles of Association (AoA), following a recent board resolution aimed at aligning corporate governance with the latest regulatory framework issued by the China Securities Regulatory Commission (CSRC) and the updated Listing Rules of The Stock Exchange of Hong Kong (HKEX).

Key drivers • Regulatory overhaul: The CSRC has repealed the “Mandatory Provisions for the Articles of Association of Companies Listing Overseas” and released the “Guidelines on Articles of Association of Listed Companies” (CSRC Announcement [2025] No. 6) and “Rules for the Shareholders’ Meetings of Listed Companies” (CSRC Announcement [2025] No. 7). • Class-share unification: Under the new rules, A-share and H-share investors will no longer be treated as separate shareholder classes, eliminating the need for class meetings. HKEX implemented corresponding rule changes on 1 August 2023.

Principal amendments 1. Removal of all clauses that required separate class shareholder meetings and related voting thresholds (e.g., deletions of Articles 72, 127-133 in the prior AoA). 2. Clarification that domestic and overseas listed foreign shareholders are no longer deemed different classes (new Article 125). 3. Definition updates for senior management to specify that the chief financial officer is “the person in charge of finance” (revised Article 12). 4. Flexibility added around the existence of a vice-chairman and associated duties (revisions to Articles 93, 139, 143, 145, 146). 5. Alignment of references and article numbering to reflect the new regulatory documents; duplicated regulatory citations and outdated provisions deleted. 6. Confirmation that any higher-level requirements from laws, regulations, or stock-exchange rules will prevail in matters such as asset disposals, guarantees, financial management, and related-party transactions (revised Articles 143-144). 7. Streamlined liquidation and capital-reduction procedures, incorporating updated article cross-references (Articles 230, 235-236).

Next steps • All proposed AoA revisions require approval at an upcoming shareholders’ meeting; the company will issue the meeting circular and notice in due course. • Shareholders will also be asked to mandate the Board, or its authorized representatives, to complete all filing and registration formalities with the Administration for Market Regulation of Fuzhou City and make any wording refinements requested by regulators.

Governance snapshot As of the 17 March 2026 announcement date, the Board comprises: – Executive directors: Cho Tak Wong (Chairman), Tso Fai, Ye Shu, Chen Xiangming, Zhang Haiyan – Non-executive directors: Wu Shinong, Zhu Dezhen – Independent non-executive directors: Liu Xiaozhi, Cheng Yan, Xue Zuyun, Dat Dzeng Hao Daniel

Investor implication The proposed AoA amendments are procedural but pivotal, positioning FUYAO GLASS for full compliance with the CSRC’s 2025 corporate-governance regime and HKEX’s August 2023 revisions, while streamlining shareholder processes and modernizing board governance structures.

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