Securities Code: 002946 Bond Code: 128142 Securities Abbreviation: New Hope Liuhe Announcement No.: 2026-015 Bond Abbreviation: New Hope Convertible Bond
New Hope Liuhe Co., Ltd. Announcement on Revising the Articles of Association (Draft) and Rules of Procedure (Draft) Applicable After the Company's H-Share Offering and Listing, and Formulating and Revising Related Internal Governance Policies
The Company and the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false representations, misleading statements, or material omissions.
New Hope Liuhe Co., Ltd. (hereinafter referred to as the "Company" or "this Company") held its 19th meeting of the Third Board of Directors on March 11, 2026, and deliberated and approved the "Proposal on Revising the Articles of Association of New Hope Liuhe Co., Ltd. and Related Rules of Procedure (Draft) for the Company's H-Share Offering and Listing" and the "Proposal on Revising or Formulating the Company's Internal Governance Policies." The details are hereby announced as follows:
I. Explanation of the Revision of the Articles of Association (Draft) and Rules of Procedure (Draft) Applicable After the H-Share Offering and Listing
Given that the Company plans to offer and list shares overseas (H-shares) on the Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") (hereinafter referred to as the "Offering and Listing"), in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Tentative Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises, and other relevant Chinese laws and regulations, as well as the requirements of the Hong Kong Listing Rules and other Hong Kong laws, regulations, and regulatory provisions for issuers registered in China to issue shares and list in Hong Kong, and in conjunction with the Company's actual situation and needs, the Company has drafted the Articles of Association of New Hope Liuhe Co., Ltd. (Draft) (Applicable After H-Share Offering and Listing) (hereinafter referred to as the "Articles of Association (Draft)") and its attachments, the Rules of Procedure for Shareholders' Meetings of New Hope Liuhe Co., Ltd. (Draft) (Applicable After H-Share Offering and Listing) (hereinafter referred to as the "Rules of Procedure for Shareholders' Meetings (Draft)"), and the Rules of Procedure for Board of Directors' Meetings of New Hope Liuhe Co., Ltd. (Draft) (Applicable After H-Share Offering and Listing) (hereinafter referred to as the "Rules of Procedure for Board of Directors' Meetings (Draft)").
The comparative table of revisions to the Articles of Association (Draft) is detailed in the appendix. The full text of the revised Articles of Association (Draft), Rules of Procedure for Shareholders' Meetings (Draft), and Rules of Procedure for Board of Directors' Meetings (Draft) can be found in the relevant content disclosed by the Company on the same day on the Juchao Information Network (www.cninfo.com.cn). The revised Articles of Association (Draft) and its attachments are subject to the approval of the Company's shareholders' meeting. Concurrently, the Company intends to authorize the Board of Directors and/or its authorized representatives to adjust and amend the Articles of Association (Draft), Rules of Procedure for Shareholders' Meetings (Draft), and Rules of Procedure for Board of Directors' Meetings (Draft) approved by the shareholders' meeting, including but not limited to adjusting and amending their wording, chapters, clauses, conditions for effectiveness, registered capital, and equity structure, and to handle changes and filings with the market supervision administration and other relevant government departments, for the purpose of this Offering and Listing. If, during the period from the approval of this proposal by the shareholders' meeting to the completion of this Offering and Listing, the Company convenes a shareholders' meeting to revise the Company's current Articles of Association and/or its attached rules of procedure, the Board of Directors and/or its authorized representatives will be authorized to incorporate such revisions into the Articles of Association (Draft) and/or its attachments (if applicable) based on the actual situation.