Shandong Extreme Vision Technology Co., Ltd. (Extreme Vision) has released its full Articles of Association, detailing corporate governance, share structure, capital policies and shareholder rights in preparation for the company’s H-share listing on the Main Board of The Stock Exchange of Hong Kong (SEHK) scheduled for 30 March 2026. Key disclosures include:
Share Capital and Structure • Registered capital is RMB 112.91 million, divided into 112.91 million ordinary shares with a par value of RMB1.00 each. • Post-IPO, 112.35 million shares (99.50%) will be H shares, while 0.56 million shares (0.50%) remain domestic unlisted. • The IPO comprises 12.48 million new H shares; 99.87 million existing domestic shares will convert to H shares for overseas trading. • Twenty-nine promoters collectively subscribed 100 million shares during the 2023 corporate restructuring. The largest individual promoter, Mr. Chan Kit, holds 16.11 million shares (16.11% pre-IPO).
Shareholder Rights and Meeting Rules • Each share carries one vote; cumulative voting applies to director elections. • Shareholders may requisition extraordinary general meetings (EGMs) if they hold at least 10% of issued shares for 90 consecutive days. • Transfers of pre-IPO shares are locked for one year after listing. Directors and senior executives face a 25% annual transfer cap and a six-month post-departure lock-up. • Connected shareholders must abstain from voting on related-party matters; abstentions are excluded from quorum calculations.
Board Composition and Committees • The Board comprises seven directors, including four independent non-executive directors (INEDs). At least one INED must possess accounting expertise, and one must ordinarily reside in Hong Kong. • An Audit Committee of three INEDs replaces a traditional Supervisory Board, overseeing financial reporting, internal control and auditor appointments. • Nomination and Remuneration & Appraisal Committees are majority-INED bodies tasked with director selection, pay policy and incentive oversight.
Capital Management Policies • Share buybacks are prohibited except for six specified circumstances (e.g., employee incentive plans, bond conversion, capital reduction). • External guarantees exceeding 10% of audited net assets, or any guarantee to controlling shareholders or entities with leverage above 70%, require shareholder approval by a two-thirds majority of non-connected votes. • Asset or transaction thresholds triggering mandatory Board or shareholder review are clearly codified; disposals or acquisitions above 30% of total assets within 12 months require shareholder approval.
Profit Allocation and Dividends • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Dividends can be paid in cash or shares; once approved, distributions must be completed within two months. • Shares repurchased for employee stock ownership or incentive purposes cannot exceed 10% of total issued capital and must be disposed of or cancelled within three years.
Disclosure and Governance Enhancements • The company pledges timely, accurate and complete disclosures, with H-share notices to be posted on both the SEHK website and the company’s site. • Voluntary disclosures must avoid selective release and include risk warnings for forward-looking data. • A Board Secretary is responsible for information disclosure and shareholder communications.
Liquidity, Dissolution and Liquidation • Detailed procedures for mergers, divisions, capital changes and potential liquidation are outlined, including creditor notification timelines and asset distribution hierarchy. • Upon dissolution, a liquidation committee led by directors or court-appointed members will manage asset realisation, debt settlement and regulatory filings.
Implementation Timeline The new Articles become effective concurrently with the listing of Extreme Vision’s H shares on 30 March 2026, following approval by the company’s shareholders and relevant regulatory bodies.
These provisions set the corporate governance framework under which Extreme Vision will operate as a Hong Kong-listed entity, aligning its structures with PRC company law and SEHK Listing Rules.
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