Nanhua Futures Co., Ltd. released a board announcement on 27 March 2026 outlining three key governance initiatives that will be submitted to the next shareholders’ meeting for approval.
1. Articles of Association to Reflect Larger Capital Base • Registered capital will be updated to RMB 717.72 million following the December 2025 issuance of 107.66 million H-shares in Hong Kong. • Total issued shares will be restated at 717.72 million, comprising 610.07 million A-shares and 107.66 million H-shares. • Multiple clauses are revised to: – Acknowledge treasury shares and exclude them from voting counts. – Align shareholder-initiated meeting thresholds with the latest Company Law by specifying that shareholdings be calculated net of treasury shares. – Refine directors’ nomination, resignation and loyalty obligations, and adjust audit-committee procedures.
2. Updated Rules of Procedure for Shareholders’ Meetings The related procedural document is synchronised with the charter changes, notably: • All thresholds for convening meetings or submitting proposals will now exclude treasury shares from the calculation base. • Additional language codifies separate vote-counting for minority shareholders and reinforces restrictions on paid proxy solicitation.
3. New and Amended Internal Measures • A fresh Administrative Measures on Directors’ and Senior Management’s Remuneration will be tabled. • Existing policies governing raised-fund management, independent directors and connected-transactions oversight will be revised to align with current regulations.
Voting Requirements • Charter and meeting-rules amendments require special resolutions. • Remuneration and other internal measures require ordinary resolutions.
Implementation Timeline All changes will take effect only after shareholder approval at the forthcoming meeting; a detailed circular will be dispatched in due course.
Board Composition at Disclosure Date The board consists of nine directors: one executive, five non-executive and three independent.
The proposed overhaul positions Nanhua Futures’ governance framework in line with its enlarged capital structure and dual-listing regulatory environment.