Beijing DeepZero Technology Co., Ltd. (DeepZero) has released its revised Articles of Association, providing investors with a comprehensive view of the company’s legal framework, governance structure and capital mechanics as it prepares for overseas listing on the Main Board of The Stock Exchange of Hong Kong.
Key Governance Architecture • Board Composition: The Board will consist of nine directors, with at least one-third serving as independent non-executive directors and at least one ordinarily resident in Hong Kong. Each director serves a three-year term and may be re-elected. • Specialised Committees: Four committees—Strategy, Audit, Nomination, and Remuneration & Appraisal—report to the Board. Independent non-executive directors hold a majority on the Audit, Nomination and Remuneration committees; each committee is chaired by an independent director (except Nomination, which may also be chaired by the Board Chairman). • Supervisory Oversight: A three-member Board of Supervisors oversees financial reporting and director conduct. At least one-third of supervisors must be employee representatives.
Share Capital and Listing Structure • Registered Capital: RMB 90.68 million, divided into 90.68 million ordinary shares. • Share Class: All outstanding shares are designated as H Shares and will be listed in Hong Kong. • Historic Capital Changes: Prior to the H-share offering, 9.07 million new shares were issued, and all existing domestic shares were converted into H Shares. • Share Transfer: Directors, supervisors and senior management may not transfer more than 25 % of their holdings in any year and are subject to lock-ups of one year post-listing and six months after resignation.
Share Issuance, Buy-backs and Capital Adjustments • Additional capital may be raised through public or private share issues, rights issues, or capitalising reserves, subject to shareholder approval. • The company may repurchase up to 10 % of its total issued shares under specific scenarios, including employee incentive plans or to protect shareholder value. Repurchased shares must be cancelled or transferred within defined timeframes.
Shareholder Protections • Shareholders holding ≥1 % may submit proposals for shareholder meetings. • Shareholders holding ≥10 % for 90 consecutive days can convene extraordinary general meetings if the Board fails to do so. • Significant transactions—such as external guarantees exceeding 30 % of audited total assets or major asset sales exceeding 30 % of total assets in a year—require special resolutions (≥66.67 % approval).
Financial and Disclosure Policies • Financial statements will be prepared under PRC GAAP and either IFRS or Hong Kong accounting standards. • Interim results will be released within 60 days of half-year end; annual results within 120 days of fiscal year end. • Dividend Distribution: At least 10 % of annual after-tax profit must be transferred to statutory reserves until they reach 50 % of registered capital; residual profits are distributable to shareholders.
Corporate Actions • Detailed procedures for merger, division, dissolution, liquidation and amendments to the Articles are specified. • Dissolution can occur by shareholder resolution, regulatory revocation, bankruptcy or expiration of business term.
Arbitration Clause • Disputes between shareholders and directors, supervisors or senior management regarding company affairs must be resolved through China International Economic and Trade Arbitration Commission (CIETAC); awards are final and binding.
The updated Articles will take effect upon the listing of DeepZero’s H Shares in Hong Kong, superseding all prior versions.
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