JINSHANG BANK Releases Comprehensive Articles of Association; Details Governance Framework, Capital Structure and Shareholder Rights

Bulletin Express
04/28

JINSHANG BANK published its full Articles of Association, establishing a detailed governance architecture, clarifying shareholder entitlements and defining board responsibilities.

Key Highlights

1. Corporate Profile and Capital • Registered capital: RMB5.84 billion, divided into 5.84 billion ordinary shares at RMB1 par value. • Share mix: 4.87 billion domestic shares (83.38%) and 970.65 million H-shares (16.62%). • Legal domicile: No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province.

2. Governance Structure • Shareholders’ Meeting remains the highest authority, empowered to decide on capital changes, profit distribution, major investments, mergers, divisions and amendments. • Board of Directors consists of 15 members: 4 executive directors, 10 non-executive directors (including 5 independent directors) and 1 employee director; chaired by a non-executive chairman. • Seven board committees—Audit, Strategic Development, Risk Management, Related Party Transactions Control, Nomination & Remuneration, Consumer Rights Protection and other special committees—support board decisions. Independent directors chair the Audit, Risk, Related Party Transactions and Consumer Rights committees. • Senior management led by a president (separate from the chairman) oversees day-to-day operations.

3. Party Committee • A CPC committee is integrated into the governance framework, responsible for leadership development, anti-corruption oversight and alignment of Party and business objectives.

4. Shareholder Protection • One share, one vote principle; cumulative voting permitted for director elections. • Shareholders individually or jointly holding at least 1% of voting shares may propose meeting agendas. • Related-party shareholders must abstain from voting on connected transactions. • Mechanisms for share repurchase, capital increase/decrease and equity pledge are defined, with ceilings and approval routes specified.

5. Profit Allocation • After-tax profits are appropriated in the following order: loss recovery, 10% statutory reserve, general reserve, discretionary reserve, and shareholder dividends. • Statutory reserve may cease once it reaches 50% of registered capital.

6. Risk and Audit Oversight • An internal audit department headed by a Chief Audit Officer reports directly to the board’s Audit Committee. • Annual and interim financial reports must be disclosed within 120 and 60 days of the year-end and half-year, respectively. • External auditors are appointed by the shareholders upon Audit Committee recommendation.

7. Dissolution and Liquidation Triggers • Events include expiry of operating term, shareholder resolution, regulatory revocation, or bankruptcy. • A liquidation committee, mainly comprising directors, is required to notify creditors within 10 days of formation.

8. Amendment Procedures • Any change to the Articles necessitates shareholder approval and subsequent regulatory registration.

The released charter codifies a multilayered governance model aimed at balancing Party leadership, board oversight and shareholder rights, while embedding risk controls and transparency obligations across operations.

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