JINSHANG BANK Releases Comprehensive Articles of Association; Details Governance Framework, Capital Structure and Shareholder Rights

Bulletin Express
Apr 28

JINSHANG BANK published its full Articles of Association, establishing a detailed governance architecture, clarifying shareholder entitlements and defining board responsibilities.

Key Highlights

1. Corporate Profile and Capital • Registered capital: RMB5.84 billion, divided into 5.84 billion ordinary shares at RMB1 par value. • Share mix: 4.87 billion domestic shares (83.38%) and 970.65 million H-shares (16.62%). • Legal domicile: No. 59 Changfeng Street, Xiaodian District, Taiyuan, Shanxi Province.

2. Governance Structure • Shareholders’ Meeting remains the highest authority, empowered to decide on capital changes, profit distribution, major investments, mergers, divisions and amendments. • Board of Directors consists of 15 members: 4 executive directors, 10 non-executive directors (including 5 independent directors) and 1 employee director; chaired by a non-executive chairman. • Seven board committees—Audit, Strategic Development, Risk Management, Related Party Transactions Control, Nomination & Remuneration, Consumer Rights Protection and other special committees—support board decisions. Independent directors chair the Audit, Risk, Related Party Transactions and Consumer Rights committees. • Senior management led by a president (separate from the chairman) oversees day-to-day operations.

3. Party Committee • A CPC committee is integrated into the governance framework, responsible for leadership development, anti-corruption oversight and alignment of Party and business objectives.

4. Shareholder Protection • One share, one vote principle; cumulative voting permitted for director elections. • Shareholders individually or jointly holding at least 1% of voting shares may propose meeting agendas. • Related-party shareholders must abstain from voting on connected transactions. • Mechanisms for share repurchase, capital increase/decrease and equity pledge are defined, with ceilings and approval routes specified.

5. Profit Allocation • After-tax profits are appropriated in the following order: loss recovery, 10% statutory reserve, general reserve, discretionary reserve, and shareholder dividends. • Statutory reserve may cease once it reaches 50% of registered capital.

6. Risk and Audit Oversight • An internal audit department headed by a Chief Audit Officer reports directly to the board’s Audit Committee. • Annual and interim financial reports must be disclosed within 120 and 60 days of the year-end and half-year, respectively. • External auditors are appointed by the shareholders upon Audit Committee recommendation.

7. Dissolution and Liquidation Triggers • Events include expiry of operating term, shareholder resolution, regulatory revocation, or bankruptcy. • A liquidation committee, mainly comprising directors, is required to notify creditors within 10 days of formation.

8. Amendment Procedures • Any change to the Articles necessitates shareholder approval and subsequent regulatory registration.

The released charter codifies a multilayered governance model aimed at balancing Party leadership, board oversight and shareholder rights, while embedding risk controls and transparency obligations across operations.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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