Jilin Province Chuncheng Heating Company Limited (“Chuncheng Heat”) has released its fully-revised Articles of Association, effective May 2026, outlining an updated corporate-governance structure, capital composition and shareholder-rights framework. Key points are set out below.
Capital Structure • Registered capital is confirmed at RMB 466.70 million, divided into 466.70 million ordinary shares with a par value of RMB 1 each. • Shareholding split remains: Changchun Heating Power (Group) Co. Ltd. 69.75%; Changchun State-owned Capital Operation Group 5.25%; and H-share investors 25.00%. • All 116.70 million H-shares (25% of total) are listed on the Hong Kong Stock Exchange and are freely transferable subject to Hong Kong Listing Rules.
Governance Architecture • Board size set at 7–11 directors, including at least three independent non-executive directors (not less than one-third of the board) and one employee-elected representative. • An Audit Committee replaces the traditional Board of Supervisors and assumes full supervisory authority, including financial oversight and internal-control monitoring. • Other standing board committees include Remuneration, Nomination and Strategy Committees, each operating under approved charters. • The Communist Party Committee is embedded in the company’s governance, participating in material decision-making and cadre management. • Directors serve three-year terms and may stand for re-election; independent directors are capped at six consecutive years unless otherwise permitted.
Shareholder Rights & Meeting Rules • Shareholders holding ≥10% of shares for 90 consecutive days may convene extraordinary general meetings if the board does not act within statutory timeframes. • Guarantees to related parties or those exceeding 30% of latest audited total assets require shareholder approval; other guarantees need board consent. • Shareholders can inspect core documents, nominate directors (≥1% shareholding), and request buy-back in merger/demerger dissent situations.
Profit Allocation Policy • At least 10% of annual after-tax profit is transferred to the statutory reserve until it reaches 50% of registered capital. • Post-reserve profits are distributable in cash or stock; no dividends accrue on treasury shares. • Cash dividends to H-shareholders are declared in RMB and paid in Hong Kong dollars, using the average PBoC mid-rate for the week preceding declaration.
Financial Reporting Commitments • Interim results to be published within two months after the first half-year end; interim reports within three months. • Annual results to be announced within three months of fiscal year-end; full annual report within four months.
Other Provisions • The company mandates an independent PRC-qualified accounting firm for statutory audits. • Directors, senior management and controlling shareholders must avoid conflicts of interest and face explicit liability clauses for governance breaches. • Any amendment to the Articles requires a two-thirds majority at a shareholders’ meeting and, where applicable, regulatory approval.
These amendments supersede previous versions adopted in May 2020, February 2021, May 2022 and May 2025, providing Chuncheng Heat with an updated regulatory and governance blueprint as it progresses under both PRC corporate law and Hong Kong listing requirements.