Shenzhen Pagoda Industrial (Group) Corporation Limited (Pagoda GP, 02411) released an amended Articles of Association (effective June 2026) that consolidates its share structure, governance model, and operating rules.
Share Capital • Registered capital is set at RMB 2.00 billion, equal to 2,000.72 million ordinary H-shares with a par value of RMB 1. • All shares are listed in Hong Kong. The company issued 78.95 million H-shares in January 2023 and 9.60 million H-shares through an over-allotment option in February 2023. • Promoters initially subscribed for 21.90 million shares at incorporation in April 2020.
Shareholder Rights and Meetings • One share carries one vote; H-share holders may litigate in mainland or Hong Kong courts. • Annual general meetings must be held within six months after each fiscal year; extraordinary meetings must be convened within two months when triggers—such as losses equaling one-third of share capital—arise. • Shareholders individually or jointly holding at least 10 % of voting shares can request an extraordinary meeting; those with 1 % may submit resolutions.
Board Composition and Committees • The board comprises at least three directors elected for three-year terms; cumulative voting applies. • Independent non-executive directors must account for no less than one-third of the board and are limited to nine consecutive years. • Five special committees—Strategy, Audit, Nomination, Remuneration, and ESG—support the board. The Audit Committee must be fully non-executive, with a majority of INEDs and at least one accounting professional.
Senior Management • The general manager leads daily operations and nominates vice general managers; the board appoints or removes all senior executives, including the CFO and board secretary. • The board secretary is elevated to senior-management rank and is barred from concurrently serving as an external auditor or controlling-shareholder employee.
Profit Distribution and Reserves • At least 10 % of annual after-tax profit must be allocated to the statutory common reserve until it reaches 50 % of registered capital. • Dividends may be paid in cash, shares, or a combination, and are declared in RMB but paid to H-share holders in Hong Kong dollars.
Capital Management • Share buy-backs are permitted for capital reduction, mergers, employee incentive plans, bond conversion, or safeguarding shareholder value; purchases for incentives, conversions, or stability are capped at 10 % of issued capital and must be disposed of or cancelled within three years. • External guarantees exceeding defined thresholds—including any guarantee to a party with a debt-to-asset ratio above 70 %—require shareholder approval.
Dissolution Triggers • Dissolution may occur upon term expiry, shareholder resolution, merger, bankruptcy, licence revocation, or shareholder petition when operations cause “substantial loss.” • Liquidation committees must be formed within 15 days of dissolution triggers; directors serve as default liquidators.
Audit and Disclosure • An independent PRC-qualified accounting firm is appointed annually by shareholders; removal before term expiry requires an ordinary resolution. • Financial statements are prepared under PRC and international (or Hong Kong) standards, with the lower profit figure governing dividend calculations. Interim results must be published within three months and full-year results within four.
The revised charter codifies Pagoda GP’s corporate governance practices post-listing, providing detailed procedures for shareholder engagement, board oversight, and capital actions.