Shenzhen Kinwong Electronic Co., Ltd. (KINWONG, 03228) has published a comprehensive draft Articles of Association that will take effect upon the company’s planned H-share listing on The Stock Exchange of Hong Kong Limited.
Key Elements of the Draft Articles
1. Capital Structure • Shares will carry a par value of RMB1.00 each and be split into A shares (Shanghai listing since January 2017) and forthcoming H shares (to be listed in Hong Kong). • The company’s share register will be maintained in both mainland China and Hong Kong, with settlement via China Securities Depository & Clearing Corporation (A shares) and Hong Kong Securities Clearing Company (H shares).
2. Share Issuance, Repurchase and Capital Actions • H-share issuance was approved for filing with the CSRC on 22 June 2026; listing on the Hong Kong bourse will follow. • The company may repurchase up to 10% of total issued shares for employee incentive plans, bond conversion or to protect shareholder value, subject to board or shareholder approvals. • External guarantees, asset purchases or sales exceeding 30% of audited total assets, and related-party transactions above RMB30 million and 5% of net assets, require shareholder approval.
3. Profit Distribution Policy • Cash dividends are prioritised once statutory reserves are met. • Annual cash payout must equal at least 20% of distributable profits when: – The company is profitable, – Accumulated undistributed profits are positive, and – No major capital expenditure (>20% of net assets or >RMB300 million) is pending. • Interim dividends are permitted when conditions allow, and payments must be executed within two months of shareholder approval.
4. Board Composition and Oversight • Board to comprise nine directors, including three independent directors; cumulative tenure for independents capped at six consecutive years. • An Audit Committee—formed by three non-executive directors, two of whom are independent—assumes statutory supervisory functions. • Additional Strategy & ESG, Nomination, and Remuneration & Appraisal Committees will support the board. • The board must meet at least four times annually; extraordinary meetings can be convened by major shareholders (≥10% equity), one-third of directors, or the Audit Committee.
5. Shareholder Protections • Minority shareholders’ votes must be counted and disclosed separately on material matters. • Related shareholders are excluded from voting on connected transactions. • Shareholders holding ≥3% of shares for 180 consecutive days can inspect accounting records; those holding ≥1% for 180 days can initiate derivative litigation under specified conditions.
6. Dissolution and Liquidation Framework • Grounds for dissolution include expiry of operating term, shareholder resolution, regulatory revocation, or severe operational difficulties. • Directors become liquidators within 15 days of a dissolution trigger and must notify creditors within 10 days. • Remaining assets after debt settlement are distributed to shareholders pro rata.
Effective Date The Articles of Association will become operative once KINWONG’s H shares commence trading on the Hong Kong Stock Exchange, as anticipated following the company’s June 2026 CSRC filing.