Beijing Haizhi Technology Group Co., Ltd. (HAIZHI TECH GP) released its full Articles of Association, detailing the company’s capital structure, governance model and profit-distribution rules ahead of its Main Board listing in Hong Kong on 13 February 2026.
Key Capital Information • Registered capital is set at RMB 40.04 million, divided into 400.43 million ordinary shares with a par value of RMB 1 each. • Prior to incorporation as a joint-stock company, 37 promoters injected RMB 319.76 million in net assets, receiving 31.98 million shares. • The company completed a public offering of 28.03 million H-shares in Hong Kong, lifting total share capital to the current 400.43 million shares. • Domestic unlisted shareholders can convert their holdings into H-shares without convening a shareholder vote, subject to CSRC filing.
Shareholding and Transfer Restrictions • Shares issued before the IPO are locked up for 12 months from the Hong Kong listing date. • Directors and senior management may sell no more than 25 % of their holdings in any calendar year and are prohibited from disposals within one year of listing or within six months after resignation. • Any short-swing profit realised within six months by holders of 5 % or more—or by directors and senior management—must be returned to the company.
Dividend and Reserve Policy • At least 10 % of annual after-tax profit must be transferred to the statutory surplus reserve until that reserve reaches 50 % of registered capital. • After covering losses and statutory allocations, remaining profits are distributed to shareholders in proportion to shareholdings. • Approved cash or scrip dividends must be paid within two months of the relevant shareholders’ meeting.
Board Composition and Duties • The Board comprises 7–15 directors, with independent non-executive directors making up no less than one-third and at least one possessing accounting expertise. • The chairman convenes at least four Board meetings annually; special meetings may be called by shareholders holding 10 % or more of voting rights, one-third of directors, or the audit committee. • An audit committee, consisting solely of non-executive directors and chaired by an independent director, assumes the statutory responsibilities of a board of supervisors, including oversight of financial reporting and internal controls.
Audit & Disclosure • An external accounting firm is appointed annually by shareholders. • Financial statements must be prepared within four months of fiscal year-end; interim results within two months of half-year-end. • All disclosures will be made through CSRC- and Stock Exchange-designated platforms; announcements in other media cannot precede official channels.
Capital Actions • Share repurchases are capped at 10 % of total issued shares for purposes such as employee incentives or convertible bond conversions and must be executed via public trading. • Registered-capital reductions require creditor notification within 10 days and public announcement within 30 days of shareholder approval.
Liquidation Triggers • Dissolution may occur upon expiry of business term, shareholder resolution, regulatory revocation, or court-ordered bankruptcy. • Directors must form a liquidation committee within 15 days of a dissolution event; residual assets are distributed proportionally after all liabilities are settled.
These provisions set the legal and operational framework for HAIZHI TECH GP as it transitions to public-company status in Hong Kong. The Articles become effective on the first day of H-share trading.
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