Tianjin Binhai Teda Logistics (Group) Corporation Limited announced a proposal to revise multiple clauses of its Articles of Association to align with the amended PRC Company Law, relevant regulations and the GEM Listing Rules concerning hybrid general meetings and electronic voting. The changes will be submitted for shareholder approval at the 2025 annual general meeting.
Key revisions:
1. Corporate registration details • The founder’s name is updated from “TEDA Investment Holding Co., Ltd.” to its new designation “Tianjin TEDA Investment Holding (Group) Co., Ltd.” while the registered address remains No. 9 Shengda Street, TEDA, Tianjin.
2. Share issuance and conversion • References to “approval by the Securities Regulatory Authority of the State Council” are replaced with “registration or filing,” reflecting the latest regulatory practice. • Domestic shares may be transferred to foreign investors and converted into foreign shares for overseas listing without further shareholder meeting, conditional on filing with the securities regulator.
3. Issuance validity period • The 15-month implementation window for separate issues of overseas-listed foreign shares and domestic shares is now tied to registration or filing with the China Securities Regulatory Commission rather than formal approval.
4. Hybrid general meetings • Article 49 introduces on-site, electronic or combined meeting formats; shareholders participating electronically will be deemed present and may vote online. • Meeting venues cannot be altered within two working days of the on-site session without a justified reason. • Article 52 adds mandatory disclosure of online voting arrangements and requires the notice to state the name and phone number of a contact person.
5. Shareholder proposals • Shareholders holding at least 1% of voting shares retain the right to submit written provisional motions 10 days before a meeting; the board must circulate the proposals within two days.
6. Board and chairman authorities • Clarifications state resolutions require a majority of all directors, with certain items still demanding a two-thirds majority. • The phrase “business programs and investment plans” is refined to “business plans and investment proposals.” • If the chairman is unable to act, another director backed by more than half of the board will assume duties.
7. Liquidation procedures • Where assets are insufficient to meet liabilities, the liquidation committee must apply for bankruptcy liquidation; once the court accepts the application, control passes to a court-appointed administrator.
The proposed amendments will be voted on via special resolution at the forthcoming AGM. A circular outlining the changes and AGM notice will be dispatched in due course, according to the board chaired by Mr. Yang Weihong.