Sigenergy Technology Co., Ltd. (“SIGENERGY”) published its new Articles of Association, which take effect upon the company’s forthcoming H-share listing in Hong Kong. The document establishes the corporate governance structure, share capital profile, shareholder rights and operating rules that will govern SIGENERGY after the listing. Key points are as follows:
Governance Structure • Board of Directors: Eight members, with at least one-third serving as independent non-executive directors; the chairman is the company’s legal representative. • Supervisory Committee: Three members, including two shareholder representatives and one employee representative. • Senior Management: Positions include a general manager, president, CFO (general manager of the financial department) and board secretary, all appointed by the board.
Share Capital and Listing Details • Total share capital set at 246.80 million ordinary shares with a par value of RMB0.10 each. • Registered capital stands at RMB24.68 million. • SIGENERGY issued 13.57 million H shares overseas on 6 March 2026, to be listed on the Hong Kong Stock Exchange on 16 April 2026. • Twenty-one promoters jointly hold 221.56 million shares, representing 100% of the company’s pre-listing equity. The largest promoter, Mailin (Jiaxing) Enterprise Management Partnership, owns 49.15 million shares, or 22.18% of total capital.
Shareholder Rights and Restrictions • One share carries one vote; related shareholders must abstain from voting on connected transactions. • Pre-IPO shares are locked up for 12 months from the first trading date; directors, supervisors and senior management are restricted to selling no more than 25% of their holdings each year during their terms and may not dispose of shares within six months of departure. • Share buybacks are capped at 10% of issued capital and subject to specified conditions and approvals.
Profit Distribution Policy • At least 10% of annual after-tax profit will be allocated to statutory reserves until they reach 50% of registered capital. • Dividends may be paid in cash, shares or a combination thereof, with distribution to be completed within six months after shareholder approval.
Capital Changes and Corporate Actions • Shareholders’ approval (special resolution) is required for mergers, divisions, dissolution, significant asset transactions exceeding 30% of total assets, and amendments to the Articles. • External guarantees above defined thresholds, or to related parties, must be cleared at the shareholder level.
Dissolution and Liquidation • Triggers include term expiry, shareholder resolution, regulatory revocation of licence, merger/division, or inability to continue operations. • Upon dissolution, directors act as liquidators unless shareholders appoint others; liquidation proceeds follow statutory priority, with remaining assets distributed pro rata to shareholders.
Compliance Framework The Articles align with the PRC Company Law, PRC Securities Law, the CSRC’s Trial Administrative Measures for Overseas Offering and Listing, and Hong Kong Listing Rules. The document stipulates transparent information disclosure, strict conflict-of-interest controls and mandatory training for directors and senior management.
These Articles of Association form the legal backbone for SIGENERGY’s governance and operational conduct once its H-shares commence trading on the Hong Kong Stock Exchange.