China International Marine Containers (Group) Co., Ltd. (CIMC) released its fully amended Articles of Association, effective 23 September 2026. Key points from the 98-page document are summarised below.
Capital & Share Structure • Registered capital is set at RMB 5.37 billion, equal to 5,367.87 million ordinary shares with a par value of RMB 1.00 each. • Share classes comprise 2,278.04 million domestic A-shares (42.44%) and 3,089.84 million overseas H-shares (57.56%). • All shares carry equal voting rights; the Company may issue additional domestic or foreign-invested shares subject to CSRC filing. • Repurchases are permitted for six specific purposes, including employee share plans and safeguarding shareholder value, with self-held shares capped at 10% of issued capital and required to be transferred or cancelled within three years.
Shareholder Rights & Meetings • Ordinary resolutions require >50% approval; special resolutions need >66%. • Cash dividend distribution is prioritised. Total annual cash payout should, in principle, be no less than 30% of profit attributable to shareholders, with interim dividends allowed. • Significant guarantees—including those exceeding 30% of audited net assets or granted to related parties—must be approved by shareholders. • Cumulative voting applies to board elections when a single shareholder and its concert parties control ≥30% of voting rights.
Board & Committees • The Board comprises nine directors, including three independents; the Chairman is the legal representative. • Independent directors may serve a maximum of six consecutive years and hold no more than three listed-company board seats concurrently. • Five board committees—Strategy & Sustainable Development, Remuneration & Appraisal, Audit, Nomination, and Risk Management—support oversight. The Audit Committee, composed entirely of non-executive directors, assumes traditional supervisory-committee functions.
Management Structure • Senior management includes one President and up to six Vice Presidents; combined director/management roles plus the staff-elected director may not exceed half the board. • A Group Operation Management Committee handles day-to-day business decisions. • An internal audit unit, reporting to the Board, oversees risk management and internal control.
Party Leadership • In line with the CPC Constitution, CIMC maintains a Party Committee tasked with strategic leadership, compliance with national policy and supervision of major decisions.
Dissolution & Liquidation • The document outlines procedures for merger, division, capital reduction, dissolution and liquidation, including creditor notification periods and shareholder voting thresholds.
Arbitration Clause • Disputes involving H-shareholders can be referred to either CIETAC or the Hong Kong International Arbitration Centre, with awards deemed final and binding.
Implementation The revised Articles supersede prior versions once filed with the Market Supervision Administration of Shenzhen Municipality and will guide CIMC’s governance, capital actions and stakeholder rights from 23 September 2026 onward.