Harbin Electric Company Limited released its revised Articles of Association, providing a comprehensive outline of the company’s capital structure, governance model, shareholder rights and profit-distribution framework.
Key corporate profile • Registered capital: RMB 2.24 billion, divided into 2,236.28 million ordinary shares. • Share mix: 1,560.71 million domestic shares (69.79 %) and 675.57 million H shares (30.21 %). • Liability: Shareholders’ liability is limited to subscribed capital; the company is liable for debts up to its total assets.
Share capital management • Repurchase: Self-buybacks are prohibited except for six specified scenarios, including employee incentive plans and bond conversion. Aggregate treasury shares from incentives, conversions or value-protection may not exceed 10 % of total issued shares and must be disposed of or cancelled within three years. • Increase or reduction of capital, mergers, demergers and other major corporate actions require shareholder approval and regulatory filings.
Governance structure • Board of Directors: Seven to 13 members, with at least three independent directors and not less than one-third of the board composition. • Audit Committee: Replaces the traditional Supervisory Committee, assuming statutory supervisory functions and Hong Kong Listing Rules audit duties. • Other committees: Remuneration, Nomination and Strategic Development committees operate under board delegation. • Party Committee: Embedded in the corporate structure; the chairman concurrently serves as Party Secretary, emphasising alignment with Party policies and prior review of material matters.
Management • Senior officers: One president plus senior vice-presidents and vice-presidents appointed by the board. The company secretary oversees regulatory reporting and record management. • Conflict rules: Directors and officers must abstain from board votes involving related transactions and are bound by explicit fiduciary and diligence obligations.
Shareholder rights and meetings • Voting thresholds: Ordinary resolutions pass with >50 % approval; special resolutions require ≥ 67 % approval. • Guarantees in favour of shareholders or de facto controllers demand shareholder meeting consent. • Shareholders holding ≥ 10 % of voting shares can requisition extraordinary general meetings.
Profit distribution • Statutory reserve: Minimum 10 % of annual after-tax profit until reserves reach 50 % of registered capital. • Dividend timetable: Payment or share distribution must be completed within six months of shareholder approval. • Unclaimed dividends for H-shareholders cannot be forfeited until the statutory limitation period lapses; a receiving agent is designated in Hong Kong.
Financial disclosure • Annual report: Published within four months after each fiscal year-end; interim report within three months after the first half-year. • Accounting standards: Chinese Accounting Standards for Business Enterprises (CASBE) applied; Renminbi is the reporting currency.
The revised Articles, approved by shareholders and aligned with PRC Company Law and the Hong Kong Listing Rules, become effective upon registration with the relevant authorities.