Shenzhen-based materials producer WOER (Stock Name: WOER) has released its revised Articles of Association, effective July 2026, detailing an updated corporate framework, capital structure and profit-distribution standards. Key points are summarised as follows:

Capital Structure • Registered capital is set at RMB 1.40 billion, comprising 1.26 billion A shares listed in Shenzhen and 0.14 billion H shares listed in Hong Kong. • Shareholders’ liability remains limited to subscribed capital; the company’s debt is secured by all corporate assets.

Share Issuance and Repurchase • Any share repurchase for employee stock ownership plans, bond conversion or value-maintenance purposes must keep treasury shares below 10 % of total issued capital and be completed or cancelled within three years. • Repurchases for capital reduction, mergers or shareholder dissent require completion within ten or six months, respectively.

Governance Structure • Board size: nine directors (three employee representatives, three independent directors, three non-employee representatives). • An audit committee replaces the traditional supervisory committee and comprises three non-executive directors, the majority being independents, including at least one accounting professional. • Special committees for Strategy & ESG, Remuneration & Appraisal and Nomination will operate under Board-approved procedural rules. • The Communist Party organisation is formally incorporated into the corporate governance framework.

Shareholder Rights and Meetings • Annual general meetings (AGMs) will be held within six months of each fiscal year-end; extraordinary meetings must be convened within two months upon predefined triggers such as board vacancies, significant losses or qualifying shareholder requests. • Shareholders holding 10 % or more of voting shares can requisition an extraordinary meeting; those with 1 % or more can submit agenda proposals. • Connected shareholders must abstain from voting on related-party transactions. Separate vote counts for minority investors are mandated on material matters.

Guarantee, Investment and Donation Thresholds • Shareholder approval is required if: external guarantees exceed 50 % of net assets, single guarantees exceed 10 % of net assets, or guarantees involve shareholders/de facto controllers. • The Board may authorise investments, financing and asset disposals up to 30 % of latest audited net assets; higher amounts need shareholder endorsement. • External donations exceeding RMB 10 million in a fiscal year require shareholder approval.

Profit Distribution Policy • Cash dividends: at least 10 % of annual distributable profits; cumulative cash payout over three years not less than 30 % of average distributable profits in that period. • Interim dividends may be proposed subject to liquidity and investment needs. • Share dividends can be issued once the prescribed cash distribution criteria are met.

Internal Controls and Audit • An internal audit system reports directly to the Board’s audit committee. • An external accounting firm is appointed annually by shareholders to audit financial statements and internal controls.

Liquidation Triggers • The company may dissolve upon term expiry, shareholder resolution, merger/division, licence revocation or court order; directors must form a liquidation team within 15 days of a dissolution decision.

The full Articles of Association provide a comprehensive legal foundation for WOER’s operations on both Shenzhen and Hong Kong exchanges, aligning with PRC Company Law, CSRC regulations and Hong Kong Listing Rules.