Shenzhen Woer Heat-Shrinkable Material Co., Ltd. (WOER) released an updated Articles of Association dated March 2026, clarifying its capital structure, corporate governance and profit-distribution policies.
The document confirms registered capital of RMB 1.40 billion, comprising 1.26 billion A-shares listed in Shenzhen and 139.99 million H-shares listed in Hong Kong. A-shares are held through China Securities Depository and Clearing Corporation (Shenzhen), while H-shares may be held via Hong Kong Securities Clearing Company or in shareholders’ own names.
WOER’s board will consist of nine directors—three independent, three non-employee representatives and three employee representatives—serving three-year terms. The board will be supported by four specialised committees: Audit, Strategy & Investment, Remuneration & Appraisal, and Nomination. The Audit Committee, composed entirely of non-executive directors with an accounting professional as convener, assumes the supervisory role traditionally held by a supervisory board.
The articles set minimum board-meeting frequency at four times per year and empower independent directors, the Audit Committee or shareholders holding at least 10% of voting rights to convene extraordinary general meetings.
Profit distribution prioritises cash dividends: when statutory conditions are met, annual cash payouts must equal or exceed 10% of distributable profit, and cumulative cash dividends over three years must be at least 30% of average distributable profit for the same period.
Share repurchases are permitted for six specific purposes, including employee equity incentives and convertible-bond redemptions. Aggregate treasury shares acquired under value-preservation purposes are capped at 10% of total issued shares and must be transferred or cancelled within three years.
The revised charter mandates creation of a Communist Party organisation within the company, formalises internal audit responsibilities, and stipulates that directors and senior managers may be personally liable for losses caused by breaches of fiduciary or diligence duties.
These amendments take effect upon filing of WOER’s H-share issuance with the China Securities Regulatory Commission and the listing of those shares on the Hong Kong Stock Exchange.