MUYUAN FOODS GROUP CO., LTD. (Stock Code: 02714) has published its complete Articles of Association, detailing the company’s capital structure, governance framework, profit distribution rules and shareholder rights.

Key Highlights

1. Capital & Share Structure • Registered capital stands at RMB 5.74 billion, equal to 5,736,722,739 ordinary shares (par value RMB 1.0). • A-shares: 5,462,771,339; H-shares: 273,951,400. • Shares are divided into “A Shares” (Shenzhen) and “H Shares” (Hong Kong).

2. Dividend & Profit Distribution Policy • Priority to cash dividends, with no less than 20% of annual distributable profit to be paid out in cash each year. • For each distribution, at least 40% of the total payout must be in cash. • Interim dividends are permitted; annual distribution frequency must be at least once per year, conditional on positive undistributed profits. • Stock dividends may be used when business growth and capital scale warrant it, but only after meeting the cash-dividend thresholds.

3. Board Composition & Committees • Eight directors, including three independent directors. • One chairman and one vice-chairman; term of office: three years, renewable upon re-election. • Special committees include Strategy, Audit, Nomination, Remuneration & Appraisal, and Sustainability. – Audit Committee: three members (≥ two independent directors), responsible for financial reporting, internal control and auditor engagement. – Independent directors hold veto power over related-party transactions requiring board approval.

4. Shareholder Rights & Meetings • Annual general meeting within six months of each fiscal year-end; extraordinary general meetings to be convened within two months under specific triggers (e.g., losses equal to one-third of paid-in capital, board size below statutory minimum). • Shareholders individually or jointly holding ≥ 3% of shares for 180 consecutive days may inspect accounting records. • Shareholders (or groups) with ≥ 10% of shares can propose extraordinary general meetings.

5. Capital Adjustments & Share Repurchases • Board may issue new shares up to 50% of issued shares within three years when authorised by shareholders. • Share repurchases allowed for six specific purposes, including employee incentives and protecting shareholder value; total treasury shares capped at 10% of issued capital.

6. Internal Controls & Audit • An internal audit department reports to the Board’s Audit Committee, which must review and disclose annual internal-control evaluation results. • Accounting firm engagement and dismissal require shareholder approval, following Audit Committee recommendation.

7. Liquidation & Dissolution • Detailed procedures laid out for merger, division, capital reduction, dissolution and liquidation, complying with creditor-notification rules and asset-distribution hierarchy.

The Articles took effect on the date MUYUAN’s H-shares commenced trading on the Hong Kong Stock Exchange.