Jiangxi Rimag Group Co., Ltd. (“RIMAG GROUP”) has issued an updated version of its Articles of Association, outlining the company’s current share capital, governance framework and key operational rules following its Hong Kong listing.

Key Capital Data • Registered capital stands at RMB 450.50 million, represented by 450.50 million ordinary shares with a nominal value of RMB 1.00 each. • The company completed an initial public offering of 17.82 million H-shares on 6 June 2024; trading commenced on the Hong Kong Main Board on 7 June 2024. • The Articles permit conversion of unlisted domestic shares into H-shares subject to regulatory approval, without requiring a separate shareholder vote.

Share Issuance, Repurchase and Guarantees • Any share buy-back must keep treasury shares below 10% of issued capital and be completed within three years. • External guarantees exceeding 30% of audited total assets, or any guarantee to shareholders or related parties, require shareholder approval with a two-thirds majority of voting rights.

Shareholder Rights • Investors holding at least 1% of shares for 180 consecutive days may initiate derivative litigation against directors or senior management for breaches causing company losses. • Directors, senior management and shareholders holding 5% or more of shares must disgorge any short-swing profits realised within a six-month window.

Board Composition and Committees • The Board comprises nine directors, with independent directors accounting for more than one-third and at least three seats; one independent director must possess accounting or related financial expertise. • Special committees include Audit, Nomination and Remuneration. All Audit Committee members are non-executive, and at least one holds professional accounting qualifications. • Chairman tenure is three years, renewable; board meetings are required at least four times a year.

Senior Management & Legal Representative • The General Manager serves as the company’s legal representative and reports to the Board. • Senior management positions include General Manager, Chief Financial Officer and Board Secretary; none may simultaneously hold executive posts in the controlling shareholder.

Profit Distribution • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Cash or stock dividends may be proposed by the Board and must be distributed within two months of shareholder approval.

Dissolution & Liquidation • Grounds for dissolution include expiry of business term, shareholder resolution, merger or division, licence revocation or a court-ordered wind-up initiated by shareholders representing at least 10% of voting rights. • Directors act as liquidation obligors and must establish a liquidation committee within 15 days of a trigger event.

The updated charter provides the structural and procedural basis for RIMAG GROUP’s corporate governance and capital management as a newly listed entity in Hong Kong.