FOLANGSI CO., LTD has released a full Articles of Association aligned with the PRC Company Law, Securities Law and Hong Kong Stock Exchange Listing Rules, setting out its capital structure, shareholder rights and corporate governance architecture.
Capital Structure • Registered capital is confirmed at RMB 90.63 million. • Total share count stands at 362.52 million shares with a par value of RMB 0.25 each. • Unlisted domestic shares total 98.37 million (27.14%), while 264.15 million shares (72.86%) are H-shares trading on HKEX since 10 November 2023. • Domestic shares may be converted into H-shares subject to HKEX approval and CSRC filing.
Shareholder Rights & Meetings • Each share carries one vote; cumulative voting applies to director and supervisor elections. • Shareholders holding at least 3% of shares can submit proposals 10 days before a meeting; those with 10% may requisition an extraordinary general meeting. • Key matters—including capital changes, mergers, or guarantees exceeding 30% of total assets—require shareholder approval, with special resolutions needing a two-thirds majority.
Dividend & Reserve Policy • At least 10% of after-tax profit is allocated to statutory reserves until the reserve reaches 50% of registered capital. • Profit distribution emphasises cash dividends; once approved, payments must be completed within two months. • Dividends to H-shareholders are declared in RMB and paid in foreign currency or RMB.
Board & Supervisory Structure • Nine-member board comprises three independent non-executive directors; term of office is three years with re-election permitted. • Special committees for audit, strategy, nomination, and remuneration/assessment are mandated, each led by independent directors where required. • A three-member board of supervisors includes at least one-third employee representatives and can convene shareholder meetings if the board fails to do so.
Senior Management • The company appoints a general manager, deputy general managers, a chief financial officer and a board secretary. • Senior executives may not concurrently hold administrative roles in controlling shareholders and are compensated solely by FOLANGSI.
Risk Control & External Guarantees • Guarantees to external parties—other than wholly-owned or controlled subsidiaries—must be approved by the board or shareholders when thresholds (e.g., over 50% of net assets) are met. • Internal audit functions report directly to the board to ensure compliance and financial integrity.
Liquidation & Amendments • Dissolution triggers include term expiry, shareholder resolution, or serious operational difficulties. Liquidation committees must be formed within 15 days of dissolution resolutions. • Future amendments to the Articles require shareholder approval and, where applicable, regulatory consent.
The new Articles codify FOLANGSI’s operational and governance standards following its recent Hong Kong listing, providing detailed procedures for capital management, decision-making and investor protection.