Newtrend Group (02573) has published its revised Articles of Association dated June 2026, setting out a comprehensive framework for capital structure, corporate governance, shareholder rights and profit allocation.
Capital Structure • Registered capital is confirmed at RMB 96.23 million, represented by 96.23 million H-shares with a par value of RMB 1 each. • The original 14 promoters collectively subscribed 85.65 million shares at incorporation in November 2017; Shenzhen Newtrend Industrial Development Co., Ltd. remains the largest founding shareholder with 41.05 %. • The Company is authorised to issue up to 10.59 million additional overseas-listed shares and may list previously unlisted domestic shares overseas subject to regulatory approvals. • Share repurchases are permitted for capital reduction, employee incentive plans, bond conversion and other purposes, with an aggregate cap of 10 % of issued shares to be transferred or cancelled within three years.
Shareholder Rights and Meetings • Both annual (within six months of fiscal year-end) and extraordinary general meetings can be conducted on-site, virtually or in hybrid form. • Shareholders individually or jointly holding at least 1 % of shares may propose resolutions; those holding 10 % or more may convene extraordinary meetings if the Board does not act. • Each fully-paid share carries one vote; connected shareholders must abstain on related-party items. • Cumulative voting is available for director and supervisor elections.
Board and Management Structure • The Board comprises nine directors, including three independent directors (≥ one-third of seats). • Key committees—Audit, Nomination and Remuneration—are dominated by independent directors; all Audit Committee members are non-executive, with at least one possessing accounting expertise. • Directors, supervisors and senior management serve three-year terms and may be re-elected. • A three-member Board of Supervisors oversees the Board and management, with employee representatives holding no less than one-third of seats. • The General Manager and other senior executives are appointed by the Board; concurrent executive and director roles are capped at half of total board seats.
Profit Distribution Policy • Statutory reserve: 10 % of after-tax profit until the reserve reaches 50 % of registered capital. • Cash dividends are prioritised when distributable profits are positive and no significant cash outlays are planned within 12 months. • In principle, at least one cash dividend is to be declared annually; interim distributions may be proposed depending on profitability and funding needs. • Stock dividends may be used when capital structure optimisation is deemed necessary. • Dividend proposals require Board approval and a two-thirds majority at the general meeting.
Internal Controls and Audit • An internal audit department reports directly to the Board. • An external accounting firm, engaged for one-year terms and reappointed by shareholders, audits annual statements and provides related services. • The Company commits to prepare financial reports under both PRC GAAP and either IFRS or Hong Kong GAAP, with the lower of the two profit figures used for dividend calculation.
Other Provisions • Mergers, divisions, capital changes or dissolution require shareholder approval and creditor notification procedures. • Disputes involving H-shareholders, the Company and its officers must be resolved through arbitration (CIETAC or HKIAC). • Amendments to the Articles take effect upon shareholder approval and regulatory filing.
The revised Articles codify current regulatory requirements and outline clear mechanisms for safeguarding shareholder interests, enhancing governance transparency and supporting sustainable dividend returns.