Qingling Motors Adopts Updated Articles of Association, Confirms 2.48 Billion Share Capital and Streamlined Governance Structure

Bulletin Express
Apr 22

Qingling Motors Co. Ltd. announced that shareholders passed a special resolution on 22 April 2026 to adopt a new Articles of Association, replacing the version dated 27 June 2025. Key points are as follows:

Governance Changes • Board of Directors – Fixed at 11 members, including one employee-elected director. Directors serve three-year terms and may be re-elected. • Supervisory Committee – Abolished. Statutory supervisory functions will be undertaken by the Board’s Audit Committee, internal audit and other bodies. • Specialised Committees – Nomination, Remuneration and Audit Committees must be majority-independent. The Audit Committee inherits all supervisory responsibilities. • Party Organisation – A Communist Party committee will operate inside the company with support for its activities written into the Articles.

Capital Structure and Registered Capital • Ordinary shares in issue: 2.48 billion, par value RMB 1.00 each. – Domestic shares: 1.24 billion (50.1%). – H-shares: 1.24 billion (49.9%). • Registered capital stands at RMB 2.48 billion. • The Articles allow the company to issue additional shares through public or private offerings, bonus issues or capitalisation of reserves.

Shareholder Rights and Meetings • One share carries one vote; shareholders may attend meetings electronically. • A poll is mandatory on matters requiring a vote if demanded by the chair, at least two shareholders, or holders of 10 % or more of voting rights. • Special resolutions (two-thirds majority) are required for major matters such as capital changes, mergers/demergers, dissolution and amendments to the Articles.

Capital Reduction & Share Repurchase • Share buy-backs are permitted for capital reduction, employee incentives, convertible-bond conversion or to protect shareholder value, with limits set at 10 % of issued shares for certain purposes. • Repurchased shares must be cancelled, transferred or otherwise disposed of within specified timeframes ranging from 10 days to three years, depending on the purpose.

Profit Distribution • After covering losses and statutory reserves, dividends may be paid in cash or shares. Interim dividends cannot exceed 50 % of distributable interim profits. • Dividends to H-shareholders will be declared in RMB and paid in foreign currency at the average central-bank exchange rate over the week preceding the announcement.

Audit and Reporting • An independent accounting firm is appointed annually by shareholders, with the Audit Committee authorised to fill casual vacancies. • The company will publish audited annual results within four months of year-end and interim results within three months of the half-year.

Liquidation • A liquidation committee must be formed within 15 days of any dissolution event. Assets are to be distributed to creditors first; remaining funds are returned to shareholders according to class and proportion of shares held.

The revised Articles take effect immediately upon approval, providing the updated legal framework for Qingling Motors’ operations, governance and capital management.

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