Shenzhen DOBOT Corp Ltd (DOBOT, HKEX:02432) has published its updated Articles of Association (July 2026), detailing an overhaul of corporate governance, share capital structure, shareholder rights and profit-distribution mechanics. Key highlights follow:
• Registered Capital & Share Structure – Authorised capital stands at RMB 439.96 million, divided into shares of RMB1.00 par value each. – The company has issued 439.96 million shares, including 44.20 million H-shares (10.04% of total) listed on the Hong Kong Main Board. – Promoters collectively hold 360 million shares (81.84% of total), led by founder Liu Peichao at 26.62%.
• Shareholder Rights & Meeting Rules – Equal rights for all shares; one share equals one vote. – Shareholders (individually or jointly) holding ≥1% for 180 consecutive days can add proposals to general-meeting agendas. – Extraordinary general meetings must be convened within two months if requested by shareholders holding ≥10% of voting rights or triggered by specific events (e.g., capital impairment or board vacancies). – Connected shareholders must abstain from voting on related-party transactions; small-and-medium investor votes are counted separately on key issues.
• Board & Committees – Board size: seven to 11 directors; at least one-third must be independent and at least one independent director must reside in Hong Kong. – Key matters—including annual plans, major investments, capital changes and external guarantees—require board or shareholder approval depending on materiality thresholds (ranging from 10% to 50% of assets/net assets). – Four standing committees—Audit, Strategy, Nomination, and Remuneration & Appraisal—support the board. The Audit Committee, comprising entirely non-executive directors, must include at least one independent director with professional accounting expertise.
• Senior Management – One General Manager heads daily operations, supported by deputy general managers, a Chief Financial Officer and a Board Secretary. – Appointment and dismissal of senior executives rest with the board; the GM nominates deputies and the CFO.
• Profit-Distribution & R&D Commitments – After statutory allocations, dividends can be paid in cash, shares or a mix, with cash dividends given priority. – Annual R&D spend must be no less than 5% of annual core-business revenue, underscoring DOBOT’s focus on continuous innovation.
• Capital Actions & Liquidation – Detailed procedures established for mergers, divisions, capital increases/reductions and liquidation, including creditor-notification timelines and asset-distribution order. – Liquidation teams must form within 15 days of a dissolution trigger and are accountable for asset disposal, debt settlement and deregistration processes.
• Audit & Disclosure – An independent accounting firm, appointed annually by shareholders, audits financial statements. – The Articles mandate transparent, timely disclosure through HKEXnews and any other required platforms.
The revised Articles took effect following shareholder approval and will govern DOBOT’s operations, corporate actions and stakeholder protections moving forward.
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