Shenzhen DOBOT Corp Ltd (“DOBOT”) released its April 2026 Articles of Association, setting out updated rules on share capital, corporate governance, profit distribution and shareholder protections. Key highlights are as follows:
• Capital Structure – Registered capital is set at RMB 439.96 million, divided into 439.96 million ordinary shares of RMB 1 par value each. – The company completed an IPO of 44.20 million H‐shares, which now trade on Hong Kong’s Main Board; H-shares are denominated in RMB but subscribed and traded in Hong Kong dollars.
• Shareholder Rights – Each ordinary share carries one vote. Small and medium shareholders vote separately on material items such as director elections, profit-distribution policy, related-party transactions and major asset restructurings. – Cumulative voting applies when two or more directors are elected at the same meeting. – Connected shareholders must abstain from voting on related-party transactions, and results are disclosed separately for non-connected shareholders.
• Profit Distribution & R&D Commitment – After statutory allocations, dividends may be paid in cash, shares or a combination, with cash prioritised “where conditions permit.” – The company will allocate not less than 5 % of annual main-business revenue to research and development. – Once a distribution plan is approved by the general meeting, cash or share dividends must be completed within two months.
• Board Composition & Committees – The board comprises 7-11 directors with a minimum of three independent directors (at least one with appropriate accounting qualifications and at least one residing in Hong Kong). – Standing committees include Audit, Nomination, Remuneration & Appraisal, and Strategy. – The Audit Committee, made up entirely of non-executive directors, reviews financial disclosures, supervises internal and external audits and recommends auditor appointments.
• Senior Management – The company has one General Manager, several Deputy General Managers, a Chief Financial Officer and a Board Secretary. These executives are appointed and dismissed by the board.
• M&A and Capital Changes – Thresholds are defined for board-level and shareholder-level approval of asset transactions, guarantees, financial assistance and other capital operations. – Detailed procedures are provided for mergers, divisions, capital increases or reductions, and liquidation.
The new Articles take effect from the date of shareholder approval and will guide DOBOT’s corporate operations, ensuring compliance with PRC corporate law and Hong Kong Listing Rules.
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