Huishang Bank Corporation Limited released its 2026 First Amended Articles of Association, updating the corporate governance framework, capital structure parameters and management rules across 19 chapters. Key points are as follows:

1. Capital Structure • Registered capital remains at 13.89 billion shares, comprising 10.41 billion domestic shares (74.95 %) and 3.48 billion H-shares (25.05 %). • The Bank may issue preference shares, but the outstanding balance cannot exceed 50 % of ordinary shares or 50 % of net assets before issuance. • Total authorised ordinary share count stays at 13.89 billion.

2. Shareholder Rights and Meetings • Ordinary and preference shareholders are clearly differentiated; preference shares carry priority in dividends and liquidation but limited voting rights. • Shareholders holding ≥10 % of voting shares for 90 consecutive days may convene extraordinary meetings. • Connected shareholders must abstain from voting on related-party matters to ensure minority protection.

3. Board Composition and Duties • Board enlarged to 15–19 directors, with independent directors making up at least one-third and at least one financial or accounting expert. • Key decisions—including annual budgets, profit distribution, capital increases or reductions, bond issuance and major M&A—require ≥ ⅔ board approval. • Six board committees are formalised: Strategy & Consumer Rights, Nomination & Remuneration, Risk Management, Related-Party Transaction Control, Audit Committee and others.

4. Party Organization Integration • A Communist Party committee is embedded in the Bank; the Party Secretary doubles as Board Chairman. • Party activities, staffing and funding (not less than 1 % of prior-year payroll) are mandated and coordinated with business planning.

5. Senior Management and Incentives • President, vice presidents and other senior managers serve three-year terms, with annual on-site working-day requirements: ≥15 days for directors, ≥20 for audit, risk and related-party committee heads. • Performance evaluation and remuneration frameworks link pay to risk, capital adequacy and long-term sustainability; claw-back and liability insurance provisions are included.

6. Capital & Risk Management • Board holds ultimate responsibility for capital planning and comprehensive risk oversight. • Preference shares can be mandatorily converted or redeemed subject to regulatory approval and capital thresholds.

7. Profit Allocation • After-tax profits are earmarked in order: loss coverage, statutory reserve (10 %), general reserve, preference share dividends, discretionary reserve and finally ordinary dividends. • Dividend distribution is conditional on capital adequacy remaining above regulatory minima.

8. Dispute Resolution and Arbitration • All disputes among overseas shareholders, the Bank and its directors or senior managers shall be submitted to CIETAC or the Hong Kong International Arbitration Centre; awards are final and binding.

The amended Articles take effect upon regulatory approval and supersede all previous versions.