Dajin Heavy Industry Co., Ltd. (DHI, stock code 01081) released its updated Articles of Association, outlining the company’s capital structure, governance architecture and profit-distribution roadmap ahead of its planned H-share listing on the Hong Kong Stock Exchange (HKEX) in June 2026.
Capital Structure • Registered capital stands at RMB 737.76 million, represented by 737.76 million ordinary shares. • Post-H-share issue (100.01 million shares), the mix comprises 637.75 million A-shares (Shenzhen-listed since October 2010) and 100.01 million H-shares (to be listed on HKEX). • Four founding shareholders—Fuxin Jinyin New Energy Technology Consulting (63.21%), Eagle Kingdom Holdings (26.01%), Fuxin Xinyuan Investment Consulting (5.78%) and Fuxin Longda Technology Development (5.00%)—provided initial capital of 90 million shares in 2009.
Business Scope and Strategy DHI targets leadership in offshore wind power and marine engineering, with activities spanning R&D, manufacturing and sales of wind-turbine systems, metal structures and related equipment. The company’s strategic goal is to drive technological innovation supporting global clean-energy transition.
Governance Highlights • Board: Nine directors, including four independent directors and one employee representative; chair serves as legal representative. • Committees: Mandatory Audit Committee replaces the supervisory board and oversees financial reporting, internal controls and auditor engagement; Strategy & Sustainable Development, Nomination, Remuneration & Appraisal committees also established. • Independent Directors: Majority on key committees; empowered to call board/EGM meetings, engage external advisers and publicly solicit proxies. • Party Organisation: CPC committee to be embedded, with resources provided for Party activities.
Shareholder Rights & Restrictions • Each ordinary share carries one vote; cumulative voting applies to director elections when a shareholder (with concert parties) controls ≥ 30% or when electing two or more independent directors. • Directors, senior managers and ≥ 5% shareholders face six-month short-swing profit restrictions and annual sale caps (≤ 25% of holdings). • External guarantees triggering shareholder approval include any single guarantee exceeding 10% of net assets or guarantees to related parties.
Dividend & Reserve Policy • Residual dividend model emphasises cash payouts; at least one profit distribution per year. • Over any three-year period, cash dividends must total ≥ 30% of average distributable profits. • Specific payout ratio guidance: – Mature stage/no major CAPEX: ≥ 80% of distributable profit. – Mature stage/major CAPEX: ≥ 40%. – Growth stage/major CAPEX: ≥ 20%. • Mandatory 10% of annual after-tax profit to statutory reserve until it reaches 50% of registered capital. • Share repurchases permitted for capital reduction, ESOPs, bond conversion or value protection, with an overall cap of 10% of issued shares.
Audit & Transparency • Annual reports to be released within four months of fiscal year-end; interim reports within two months of half-year end. • Accounting firm appointments require shareholder approval; audit committee endorses financial disclosures and auditor selection. • Internal audit department reports directly to the board, with findings overseen by the audit committee.
Dissolution & Liquidation Framework Triggers include term expiry, shareholder resolution, merger/division, licence revocation or court order. Liquidation must commence within 15 days of a trigger, with directors forming the liquidation team and creditor protection measures stipulated.
The revised Articles become effective upon the listing of DHI’s H-shares on HKEX, reinforcing corporate governance, shareholder protections and disciplined capital management as the company prepares for dual-listing status.