Shenzhen Hans CNC Technology Co., Ltd. (Hans CNC, 03200) has released an amended version of its Articles of Association, effective March 2026. The document reshapes the company’s governance framework, dividend policy and share structure following its dual-listing in Shenzhen and Hong Kong.

Key Takeaways

1. Dual-Listed Capital Base • Registered capital is set at 483.53 million shares. • 425.51 million A-shares (88.00%) trade on Shenzhen’s ChiNext; 58.02 million H-shares (12.00%) trade on HKEX (listing date: 6 Feb 2026).

2. Shareholder Rights & Profit Distribution • Ordinary shareholders enjoy equal voting and economic rights; employee stock-ownership plans are permitted. • Statutory cash dividend floor: not less than 10 % of annual distributable profit, with priority given to cash over scrip. • If net assets, operating cash flow or audit opinions trigger risk conditions, dividends may be withheld, but reasons must be disclosed. • Interim cash dividends are allowed; cumulative payouts cannot exceed annual net profit attributable to shareholders.

3. Board Composition & Independence • Board fixed at nine members: one executive, four non-executive (including one employee representative) and four independent directors. • Independent directors must comprise at least one-third of the board; at least one must hold accounting or equivalent financial credentials recognised by HKEX. • A cumulative voting system applies to director elections; separate tallies are required for minority shareholder votes on major matters.

4. Enhanced Committees • Board establishes Audit, Nomination, Remuneration & Appraisal, and Strategy Committees. • Audit Committee (three members, majority independent) assumes supervisory-board functions, including recommending external auditors and reviewing periodic reports. • Each committee must have an independent director as convener; the Audit Committee chair must be an accounting professional.

5. Capital Management Flexibility • Share buy-backs permissible for capital reduction, employee incentives, bond conversion and to protect company value; total treasury shares capped at 10 % of issued capital and must be cancelled or transferred within stipulated timelines. • External guarantees exceeding defined thresholds require shareholder approval; guarantees to related parties demand a two-thirds independent shareholder vote.

6. Clear Liquidation & Bankruptcy Procedures • Directors form the liquidation committee within 15 days of a dissolution trigger. • Creditors receive individual notice within 10 days and public notice within 30 days.

7. Disclosure & Reporting • Annual reports must be filed within four months of year-end, interim within two months, and quarterly within one month—complying with both CSRC and HKEX requirements.

By codifying these provisions, Hans CNC aligns its corporate governance and disclosure standards with cross-border regulatory expectations, while providing clearer protections for minority investors and laying out a structured profit-sharing approach.