Nanhua Futures' H-shares listed on the stock exchange with registered capital increased to 718 million yuan, and the Articles of Association were simultaneously amended.

Nan Hua Futures Co., Ltd. (Securities code: 603093; Securities abbreviation: Nan Hua Futures) held its seventh meeting of the fifth session of the board of directors on March 27, 2026, and approved the resolution titled “On Changing Registered Capital and Amending .” This resolution is still subject to deliberation and approval by the company’s shareholders’ meeting.

According to the announcement, this change in registered capital and amendment to the Articles of Association mainly stem from changes in the company’s share capital structure upon completion of the company’s H-share issuance and listing. On December 22, 2025, Nan Hua Futures publicly issued 107,659,000 overseas listed shares (H shares) and listed them on the Main Board of The Stock Exchange of Hong Kong Limited. The company’s total share capital increased from 610,065,893 shares to 717,724,893 shares. Accordingly, the registered capital increased from RMB 610,065,893 to RMB 717,724,893 (i.e., RMB 717.724893 million).

The main amendments involve multiple provisions in the Articles of Association related to the company’s share capital structure, H-share listing information, shareholders’ rights to exercise, and corporate governance. Specifically, as follows:

Clarification of H-share Listing Information

• Before the amendment: Information such as the time and quantity of the issuance and listing of H shares was left as 【】 placeholders.
• After the amendment: It clarifies that the company, on September 19, 2025, filed for record with the CSRC, issued 107,659,000 H shares in Hong Kong, and was listed on the Hong Kong Stock Exchange on December 22, 2025.

Update of Registered Capital and Share Capital Structure

• Registered capital: Updated from the original “RMB 【】 ten-thousand yuan” to “RMB 717.724893 ten-thousand yuan.”
• Share capital structure: It clarifies that the total number of issued shares of the company is 717,724,893 shares, including 610,065,893 shares of A shares and 107,659,000 shares of H shares, all of which are ordinary shares, with no preference shares set up.

Amendments to Provisions Related to Shareholder Rights

In provisions such as the conditions for convening the extraordinary shareholders’ meeting, shareholders’ right to submit proposals, and nomination of directors, the wording “excluding treasury shares” has been added, to clarify the scope of share calculation when shareholders exercise the relevant rights. For example:

• A shareholder who individually or collectively holds more than 10% of the company’s shares (excluding treasury shares) has the right to request the convening of an extraordinary shareholders’ meeting.
• A shareholder who individually or collectively holds more than 1% of the company’s shares (excluding treasury shares) has the right to submit a proposal to the company.
• Candidates for non-independent directors and independent directors shall be nominated by shareholders who individually or jointly hold more than 1% of the company’s shares (excluding treasury shares).

New Definition of “Treasury Shares”

In the definitions section of the Articles of Association, a new definition of “treasury shares” has been added, referring to shares that were previously issued but have not been canceled and are still effectively held by the company after being purchased, redeemed, returned, or acquired by the company in another manner. Unless relevant laws and regulations provide otherwise, treasury shares may not be voted directly or indirectly at any meeting of the company.

Adjustments to Other Governance Provisions

• Directors’ duty of loyalty: It clarifies that commitments that have not yet been fully fulfilled at the time a director leaves office must still be fulfilled.
• Audit committee: It requires that the resolutions of the audit committee form meeting minutes in accordance with regulations, and that they be signed by attending members.
• Effective time of the Articles of Association: The original wording “effective from the date the H-share stocks issued by the company are listed and traded on The Stock Exchange of Hong Kong” has been deleted, and replaced with “these Articles of Association shall become effective and implemented after being approved by the shareholders’ meeting.”

The matters concerning the change in registered capital and the amendments to the Articles of Association still need to be submitted to the company’s shareholders’ meeting for consideration, and the company will also handle change registration and filing procedures with the market supervision and administration department. The final decision shall be based on the information approved by the registration authority. The company requests that the shareholders’ meeting authorize the chairman of the board of directors and the persons authorized by him/her to handle, on a full authority basis, all specific matters related to this change.

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