CNGR Advanced Material Co., Ltd. (CNGR) released its revised Articles of Association, outlining the company’s corporate governance framework, share capital structure and profit-distribution principles. Key highlights are as follows:

1. Corporate Profile • Legal status: Joint-stock company with perpetual existence, incorporated in Tongren, Guizhou Province, China. • Registered capital: RMB1.04 billion, split into 1,044,466,212 ordinary shares (940.24 million A-shares; 104.23 million H-shares). • Listing history: A-share IPO on Shenzhen Stock Exchange (23 Dec 2020, 56.97 million shares); H-share IPO on Hong Kong Stock Exchange (17 Nov 2025).

2. Share Capital and Transfer Rules • Par value: RMB1 per share. • H-share transfers must use written instruments acceptable to the Board; the company will not accept its own shares as collateral. • Shareholders, directors and senior executives are subject to lock-up and short-swing profit disgorgement provisions aligned with PRC Company Law and Securities Law.

3. Profit Distribution Framework • Cash dividends prioritised: over any rolling three-year period, cumulative cash payouts must be at least 30 % of average annual distributable profits, provided liquidity and investment conditions allow. • Dividend forms: cash, shares, or a combination; cash dividends favoured when no major capex plans exist. • Interim dividends: Board may declare based on mid-year profit and cash flow, subject to Shareholder approval.

4. Governance Structure • Board composition: 10 directors (including independent directors), elected for three-year terms. • Independent directors must make up the majority of both the Audit Committee and the Nomination, Remuneration & Appraisal Committee. • Key Board committees: – Audit Committee (three non-executive directors; all independent; oversees financial reporting, audits, internal control). – Strategy & ESG Committee (formulates long-term strategy, major investments, ESG policy). – Nomination, Remuneration & Appraisal Committee (oversees director/senior management appointments, compensation, equity incentives). • Senior management: President (CEO), executive/senior vice presidents, CFO and Board Secretary.

5. Capital Management • Share buy-backs permitted for six specified purposes, including employee incentive plans and convertible bond redemption; total treasury shares capped at 10 % of issued shares. • External guarantees above defined thresholds require shareholder approval; related-party shareholders must abstain from voting on relevant transactions.

6. Shareholder Rights and Protections • One share, one vote for ordinary resolutions; two-thirds majority needed for special resolutions (e.g., mergers, major asset deals, amendments). • Minority shareholders (≥1 % stakes for ≥180 days) may initiate legal action or request meetings under specified conditions.

7. Transparency and Disclosure • Annual reports to be published within four months of fiscal year-end; interim results within two months after half-year end. • Engagement and rotation of external auditors require shareholder approval; internal audit reports directly to the Board via the Audit Committee.

The revised Articles take effect immediately upon shareholder approval and regulatory filing, aligning CNGR’s governance and disclosure practices with PRC Company Law, the Securities Law, Shenzhen ChiNext and Hong Kong Listing Rules.