Shanghai Seer Intelligent Technology Co., Ltd. (“Shanghai Seer Tech”) has published its full Articles of Association, effective upon the company’s planned listing of H shares on the Hong Kong Stock Exchange (HKEX). Key operational, capital and governance provisions are summarised below.
Shanghai Seer Tech is a joint-stock company incorporated through the restructuring of Shanghai Seer Intelligent Technology Limited. The firm was filed with the China Securities Regulatory Commission on 11 May 2026 and secured HKEX approval on 23 June 2026 to issue up to 38.33 million H shares, with trading slated to start on 24 June 2026. Post-offering, total share capital will stand at 110.50 million ordinary shares (RMB 1.00 par value each), all enjoying equal rights.
Capital Structure & Issuances • Initial H-share issue: 10.50 million shares. • Concurrent conversion: 100.00 million domestic shares to H shares upon full conversion. • Promoters: 16 founding shareholders subscribed 11.62 million shares (100 %), led by Zhao Yue (17.42 %) and several partnership funds. • Registered capital: RMB 110.50 million. • Future capital actions—issuance of new shares, share buy-backs (capped at 10 % of issued capital) and capital reductions—require shareholder and/or board approval in line with PRC law and HKEX rules.
Shareholder Rights & Meeting Rules • Each ordinary share carries one vote; no special voting shares are authorised. • Shareholders holding at least 1 % of shares for 180 consecutive days may propose meeting resolutions; those with ≥10 % can requisition extraordinary general meetings. • Connected shareholders must abstain from voting on related-party transactions; resolutions require a majority of independent votes.
Governance Framework • Board size: seven directors, including at least three independent non-executive directors (INEDs). At least one INED must possess accounting or related financial expertise and one INED must ordinarily reside in Hong Kong. • Board committees: Audit (three non-executive directors, majority INEDs), Nomination and Remuneration Committees (both majority INEDs). • Audit Committee assumes statutory supervisory duties, oversees financial reporting, internal controls and auditor engagement; resolutions on key audit matters require majority approval of the committee before submission to the full board. • Independent directors hold powers to convene board or shareholder meetings, engage external advisers and publicly solicit voting proxies.
Profit Distribution & Dividend Policy • After covering accumulated losses and statutory reserves (10 % of annual after-tax profit until reserves reach 50 % of registered capital), remaining profits are distributable pro rata to all shareholders. • Cash dividends take precedence over share dividends; once approved, payouts must be completed within two months. • Company-held treasury shares are ineligible for dividends.
External Guarantees & Major Transactions • Shareholder approval is mandatory for guarantees that push total external guarantees above 50 % of net assets, single guarantees exceeding 10 % of net assets, or any guarantee to shareholders, actual controllers or their affiliates. • Shareholder consent is also required for asset purchases or disposals exceeding 30 % of the latest audited total assets.
Internal Controls & Audit • A dedicated internal audit department, independent of finance, reports directly to the Board and Audit Committee. • Annual and interim financial statements must be prepared within four months and two months respectively after period-end; statutory audit is conducted by an independent accounting firm appointed annually by shareholders.
Merger, Division & Dissolution • Mergers (by absorption or consolidation) and divisions follow formal creditor-notification procedures. • Dissolution triggers include expiry of business term, shareholder resolution, regulatory revocation, merger/division decisions or court orders; liquidation committees must be formed within 15 days to protect creditor interests.
Corporate Actions & Amendments • Amendments to the Articles require shareholder approval and, where applicable, regulatory registration. • Any capital changes or organisational restructurings are subject to PRC law, CSRC filings and HKEX listing compliance.
Business Scope The company’s registered activities span AI software & hardware development, intelligent robotics sales and maintenance, cloud-computing services, equipment leasing, industrial design and related consulting.
The Articles reinforce Shanghai Seer Tech’s commitment to transparent governance, stringent internal controls and shareholder protection as it transitions to the public markets under the ticker 06106 on the HKEX.
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