Beijing Xunzhong Communication Technology Co., Ltd. (“Xunzhong”) released an updated Articles of Association dated September 2026, detailing a comprehensive overhaul of its corporate governance, capital structure and investor-protection mechanisms. Key points are as follows:
1. Corporate Identity and Capital • Registered capital is confirmed at RMB 132.94 million, divided into 132.94 million ordinary shares, including 41.63 million H-shares. • The company remains a joint-stock entity of perpetual duration; its legal representative is the Chairman of the Board. • Shareholders assume liability limited to their shareholdings; the company is liable for debts up to the full extent of its assets.
2. Share Issuance, Repurchase and Transfer • Shares of the same class carry identical rights, with a par value of RMB 1.00 each. • Repurchases are permitted only for specific purposes, e.g., capital reduction, equity incentive plans, bond conversion or value protection. • Total treasury shares arising from repurchase for incentives, bond conversion or value maintenance must not exceed 10% of issued capital and must be transferred or cancelled within three years. • Directors, senior management and 5%-plus shareholders face lock-up and trading-volume restrictions, including a maximum annual disposal of 25% of holdings during tenure and a six-month blackout after leaving office.
3. Governance Architecture • Board size fixed at eight directors, of whom three must be independent. • The Board establishes five standing committees: Audit, Strategy, Nomination, Remuneration & Assessment, and additional committees as required. • The Audit Committee (three members, majority independent) assumes statutory supervisory functions in lieu of a standalone Supervisory Committee. • The Board must convene at least four times a year; extraordinary meetings can be called by shareholders holding ≥10% of shares, the Audit Committee, two directors or the Chairman. • Shareholders’ meetings combine on-site and mandatory online voting; special resolutions require a two-thirds majority of voting shares present.
4. Profit Allocation Policy • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Cash or scrip dividends may be distributed; interim cash dividends are permitted. • Profit distribution must be executed within two months after shareholder approval. • Funds or dividends due to controlling shareholders can be offset against any misappropriated company assets.
5. Investor Protection and Relations • A dedicated investor-relations framework is led by the Board, with the Audit Committee providing oversight. • Communication channels include mandatory announcements, meetings, conference calls and site visits. • A dispute-resolution mechanism begins with negotiation, followed by mediation, arbitration or litigation. • In the event of voluntary or compulsory delisting, the company commits to arrange cash options or share repurchases to safeguard minority interests.
6. Merger, Division and Capital Changes • Mergers not exceeding 10% of net assets or where Xunzhong already owns ≥90% of the target’s shares may bypass shareholder approval but require Board authorisation. • Capital reductions mandate creditor notification within 10 days and public announcements within 30 days of the resolution. • Post-reduction registered capital must not fall below statutory minimums.
7. Auditors • An accounting firm compliant with the PRC Securities Law is engaged on annual terms and must be appointed or renewed by shareholders.
The revised Articles become effective immediately upon shareholder approval, replacing all previous versions. Xunzhong’s Board retains interpretative authority over the document.