Nanhua Futures Co., Ltd. (Nanhua Futures, 02691) released its full Articles of Association, detailing a refreshed governance architecture, capital structure and shareholder-rights framework as the company advances toward dual-market operations in Shanghai and Hong Kong.

Key Takeaways

1. Capital Structure • Registered share capital stands at RMB 717.72 million, split into 717.72 million ordinary shares. • Current free-floating mix: 610.07 million A shares and 107.66 million H shares. • Par value is fixed at RMB 1.00 per share. • Share buy-back ceiling set at 10% of total issued shares, with repurchased shares to be cancelled or disposed of within statutory timeframes.

2. Shareholder Rights & Meetings • Shareholders holding at least 1% of shares (ex-treasury) may propose AGM items; those with 10% can requisition an EGM. • All meetings must provide online voting channels, and minority shareholders’ votes must be counted and disclosed separately on material matters. • Cash dividend distribution must be completed within two months once approved.

3. Dividend Policy • Annual cash dividends prioritised; payout no less than 10% of annual distributable profit, subject to regulatory capital requirements. • Differentiated payout ratios established: mature phase without major capex ≥80%; mature with capex ≥40%; growth phase with capex ≥20%.

4. Board Composition & Committees • Nine-member Board: three independent directors and one employee representative; each term lasts three years with re-election permitted (independents capped at six consecutive years). • Audit Committee replaces traditional Supervisory Committee, wielding oversight of financial disclosure, auditor appointments and internal control evaluations. • Additional specialised committees—Strategy, Nomination, Risk Management, Remuneration & Appraisal—each comprised of three directors, enhance decision-making depth.

5. Senior Management & Risk Controls • Executive lineup includes a General Manager, up to six Deputy GMs, Chief Risk Officer (CRO), CFO and Board Secretary. • CRO nominated by the Board and independent directors, serving a three-year term, reports directly to the Board and enjoys broad access to information for risk supervision. • Internal audit department reports to the Board; audit results feed into annual internal-control evaluations.

6. Governance Safeguards • Directors and senior managers face explicit fiduciary and diligence duties, with personal liability for breaches. • Connected directors must abstain from voting on related matters; if fewer than three disinterested directors remain, the item escalates to a shareholder vote. • Controlling shareholders barred from exploiting related-party transactions, capital guarantees or information asymmetry against minority interests.

7. Business Scope Authorised operations include commodity and financial futures brokerage, futures investment consulting, asset management and distribution of securities investment funds. Changes require CSRC approval and Articles amendments.

The updated Articles set out a transparent, investor-oriented framework ahead of Nanhua Futures’ international expansion, reinforcing statutory compliance, board independence and a disciplined capital-return programme.