CNGR Advanced Material Co., Ltd. (CNGR) has published its full Articles of Association, outlining the company’s legal status, capital structure, governance framework and profit-distribution principles following its dual listings in Shenzhen (December 2020) and Hong Kong (November 2025).
Key corporate profile • Legal form: joint-stock company incorporated in the PRC with perpetual existence. • Registered capital: RMB 1.04 billion, divided into 1,042.25 million ordinary shares at RMB 1.00 par value. – 938.03 million A-shares are listed on the Shenzhen Stock Exchange (ChiNext). – 104.23 million H-shares are listed on the Hong Kong Stock Exchange. • Head office: Cross of No. 2 Avenue and No. 1 Avenue, Dalong Economic Development Zone, Tongren, Guizhou. • Business scope: R&D, production and sales of new-energy materials, batteries and related products; import and export of goods and technologies.
Share management • Shares are freely transferable; pre-IPO shares are locked up for one year after listing. • The company can repurchase up to 10% of total issued shares for purposes such as employee incentives, convertible bond conversion or value maintenance, subject to board or shareholder approval and disclosure. • Guarantees to related parties, high-leverage entities or transactions above 10% of net assets require shareholder approval; certain thresholds rise to 30–50% of net assets.
Governance structure • Board: 10 directors (including a majority of non-executive and 3 independent directors); term of office is three years with re-election permitted. • Specialised committees: Audit (three non-executive directors, all independent; acts in lieu of a statutory supervisory board), Nomination/Remuneration & Appraisal, and Strategy & ESG. • Senior management: one President, several Executive/Senior Vice Presidents, a CFO and a Board Secretary, all appointed by the Board. • The Communist Party organisation is to be established within the company in line with PRC regulations.
Shareholder protections • Shareholders may call extraordinary general meetings if they hold ≥10% of shares for 90 consecutive days. • Separate vote counts for minority shareholders are mandated on matters materially affecting their interests. • Controlling shareholders and actual controllers are prohibited from misappropriating company assets or abusing control and must offer counter-guarantees when the company provides them with guarantees.
Dividend and capital policy • Profit distribution prioritises cash; over any rolling three-year period, cumulative cash dividends must be ≥30% of average annual distributable profits, provided funding permits. • Share dividends may be issued when the company exhibits rapid growth and its capital structure warrants expansion. • Statutory reserve allocations equal 10% of annual after-tax profit until the reserve reaches 50% of registered capital.
Audit and internal control • CNGR maintains an internal audit function reporting to the Audit Committee, which oversees internal and external audits and reviews key financial disclosures. • Accounting firm appointments require Audit Committee recommendation, Board approval and shareholder endorsement.
Corporate restructuring and dissolution • Detailed procedures are provided for mergers, divisions, capital increases or reductions, and liquidation. Shareholders and creditors receive statutory protections, including mandatory notifications and announcements.
The Articles became effective upon shareholder approval and will guide CNGR’s corporate governance and compliance across both the Shenzhen and Hong Kong markets.