Sinotrans cuts capital, overhauls governance, abolishes supervisory board

Sinotrans will reduce its registered capital from RMB 7,294,216,875 to RMB 7,272,197,875 following the cancellation of 22,019,000 H-shares repurchased between November 29, 2024, and January 22, 2025. This move is part of broader corporate governance reforms, necessitating extensive revisions to the company's Articles of Association.

Key changes to the Articles of Association include the abolition of the supervisory board, with its duties transferring to the audit committee of the board of directors. The revisions also adjust the powers of the shareholders' meeting and the board, strengthen shareholder rights by lowering the threshold for submitting proposals, and introduce new clauses related to controlling shareholders, de-facto controllers, independent directors, and special committees. Additionally, the company's business scope will be updated to align with current administrative requirements, although actual business operations remain unchanged.

These proposed changes, including the capital reduction, the revised Articles of Association, and certain corporate governance policies, will be submitted for approval at an extraordinary general meeting scheduled for September 29, 2025. Several governance documents, such as the Rules of Procedure for the Shareholders' Meeting and the Rules of Procedure for the Board of Directors, will also undergo corresponding amendments.