Shandong Chenming Paper Holdings Limited (Chenming Paper) has released a detailed proposal to overhaul its Articles of Association and the Procedural Rules of the Board Meeting, aiming to strengthen corporate governance and align with the latest regulatory requirements in mainland China and Hong Kong. The revisions were approved at the fifth meeting of the company’s 11th board on 28 August 2026 and will take effect only after shareholders endorse them through special resolutions at an upcoming extraordinary general meeting (EGM). A circular detailing the changes and the EGM notice will be issued in due course via the Hong Kong Stock Exchange (HKEX) and the company’s website.
Key governance changes: 1. Legal representative: Responsibility will shift from the Chairman to either the Executive Director or the General Manager, clarifying succession procedures by requiring the appointment of a new legal representative within 30 days of any resignation.
2. Board size and structure: The maximum number of directors will rise from 11 to 13, and the position of Vice Chairman becomes optional rather than mandatory. The board will continue to include one employee-representative director.
3. Share transfer restrictions: The draft explicitly reiterates the one-year lock-up period on pre-IPO shares and limits directors and senior management to selling no more than 25% of their holdings per year while in office. It also adds language deferring to any stricter transfer rules stipulated by Chinese securities regulators.
4. Profit distribution oversight: The Audit Committee—rather than the Supervisory Committee—will now oversee compliance with profit-distribution policies. Any change to the distribution policy will require simple-majority approval by the full board and the Audit Committee, followed by a two-thirds majority vote at the shareholders’ meeting.
5. Clarifications and technical updates: Definitions have been refined (e.g., excluding “more than” from inclusive terms) and references to the latest versions of the Company Law, CSRC circulars, and Hong Kong and Shenzhen listing rules have been incorporated to ensure alignment with current legal frameworks.
Next steps: The proposed amendments will be presented to shareholders at an EGM, where passage requires special resolutions. Approval will formalize the governance changes, intended to enhance standardization and regulatory compliance across Chenming Paper’s dual listings in Hong Kong and Shenzhen.
Board composition: As of the announcement date, the board comprises five executive directors (Jiang Yanshan, Li Weixian, Liu Peiji, Meng Feng, Zhu Yanli), two non-executive directors (Song Yuchen, Wang Ying) and four independent non-executive directors (Zhang Zhiyuan, Luo Xinhua, Wan Gang, Kong Pengzhi). Jiang Yanshan continues as Chairman.
The company emphasized that no changes become effective until shareholder approval is secured, underscoring its commitment to transparent and compliant corporate governance practices.