Hangzhou Qiandaohu Xunlong Sci-tech Co., Ltd. (“XUNLONG SCITECH”, 06715) released its revised Articles of Association dated September 2026, setting out updated provisions on capital, corporate governance, shareholder rights and profit distribution following its June 2026 Hong Kong Main Board listing. The key points are:
Capital & Shareholding • Registered capital is set at RMB 108.89 million, divided into 108.89 million ordinary shares with a par value of RMB 1 each. • The company completed an IPO of 16.33 million H shares on 30 June 2026; an additional 92.55 million domestic shares were simultaneously converted into H shares, bringing total issued shares to 108.89 million. • Share buy-backs are generally prohibited, except for specific purposes such as capital reduction, employee incentive schemes or convertible bond conversion. Repurchased shares must not exceed 10% of issued capital and must be disposed of or cancelled within statutory time-lines.
Governance Structure • Board of Directors: Nine members, including at least three independent non-executive directors (INEDs). An INED with accounting expertise is mandatory. The board elects a chairperson and vice-chairperson; terms run for three years with re-election allowed. • Audit Committee: Three non-executive directors, including two INEDs, with an INED accountant as convener. The committee assumes statutory supervisory functions. • Other Committees: Strategy, Nomination, and Remuneration & Assessment Committees established; INEDs hold majority seats in the latter two. • Senior Management: One general manager, several deputy GMs, a chief financial officer and a board secretary, all appointed by the board.
Shareholder Rights & Meetings • Shareholders may propose agenda items with ≥1% shareholding; those holding ≥10% may compel an extraordinary general meeting. • One share equals one vote; cumulative voting applies to board elections. • Connected shareholders must abstain from voting on related-party transactions. • Guarantees to third parties exceeding 30% of latest audited total assets require shareholder approval.
Profit Distribution Policy • At least 10% of annual after-tax profit must be transferred to statutory reserve until the reserve reaches 50% of registered capital. • Dividends, in cash or shares, are to be distributed after covering losses and statutory allocations; distribution must not impair going-concern capability. • The board must execute an approved dividend plan within two months of shareholder approval.
Internal Control & Audit • A dedicated internal audit function reports to the Audit Committee and the board, overseeing risk management and internal controls. • Annual internal control evaluation reports will be disclosed with financial statements. • External auditor appointment or removal requires shareholder approval; the audit firm must receive complete and accurate information.
Statutory & Regulatory Alignment • The document aligns with the PRC Company Law, Securities Law, Hong Kong Listing Rules and CSRC regulations. • Any future amendments require shareholder approval and, where necessary, regulatory filing.
The revised Articles provide the post-IPO corporate governance blueprint, reinforcing minority shareholder protections, delineating board authority and formalising dividend, audit and internal control mechanisms.
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