HX Coldchain (Hongxing Coldchain (Hunan) Co., Ltd.), listed on the Hong Kong Stock Exchange (HKEX) since 13 January 2026, has published a comprehensive revision of its Articles of Association dated June 2026. The document consolidates corporate governance requirements under PRC company law, the CSRC’s overseas-listing rules and HKEX Listing Rules.
Key Highlights
1. Share Capital & Listing Status • Registered capital: RMB 98.26 million, divided into 98.26 million ordinary shares (par value RMB 1.00 each). • Share classes: 73.70 million domestic unlisted shares and 24.57 million H shares. • Public float: 23.26 million H shares were issued at IPO on 13 January 2026. • Future issuances, repurchases or capital alterations require separate shareholder resolutions and must comply with PRC law and HKEX rules.
2. Dividend & Profit Distribution Policy • Mandatory appropriation: ≥10 % of annual after-tax profit to statutory reserves until they reach 50 % of registered capital. • Minimum distribution frequency: at least once per year; cash dividends take priority when conditions allow. • Shareholders must approve any profit distribution plan. Remaining profits, after reserves and loss coverage, are distributed strictly in proportion to shareholding.
3. Board Composition & Committees • Board size: 9–11 members; ≥ one-third must be independent non-executive directors (INEDs). • Expertise: At least one INED must possess accounting or financial management qualifications; at least one INED must ordinarily reside in Hong Kong. • Key committees: – Audit Committee: three members (two INEDs), oversees financial reporting, external audit engagement and internal audit. – Nomination Committee: leads board and senior management appointments. – Remuneration & Appraisal Committee: formulates compensation policy and oversees incentive plans.
4. Shareholder Protections & Meeting Rules • Shareholders holding ≥3 % for 180 consecutive days may inspect accounting records; those holding ≥1 % may submit agenda proposals. • Certain major guarantees and asset disposals (threshold: 30 % of latest audited total assets) require shareholder approval. • Cumulative voting applies to director elections; related parties must abstain from voting on connected transactions.
5. Capital Management & Corporate Actions • Share buy-backs allowed for specific purposes (e.g., employee incentives, bond conversion) with limits: treasury shares capped at 10 % of issued capital and must be transferred or cancelled within three years. • Mergers, divisions or registered-capital reductions follow statutory creditor-notification procedures; dissolution triggers mandatory liquidation.
6. ESG & Party Leadership • The Company will establish a Communist Party of China (CPC) organisation within the corporate governance framework and provide resources for CPC activities, aligning with state-owned enterprise governance guidelines.
Effective Date The revised Articles become operative upon HKEX filing, replacing all previous versions.