Unisound AI Technology Co., Ltd. (“Unisound”) has released its revised Articles of Association (June 2026), formalising the company’s corporate governance, capital structure and shareholder rights following its Hong Kong listing in June 2025. Key points include:
1. Capital & Share Structure • Registered capital is set at RMB 74.68 million, divided into 74.68 million ordinary shares. • Initial public offering in June 2025 comprised 1.80 million H shares, all listed on the Hong Kong Stock Exchange. • Domestic shares can be converted to H shares without separate class-shareholder approval, subject to regulatory procedures. • The Company prohibits using its own shares as collateral and caps treasury-share holdings at 10% of issued share capital, with repurchased shares to be transferred or cancelled within three years.
2. Shareholder Rights & Protections • One-share-one-vote structure; shareholders may attend meetings in person or by proxy and can inspect key corporate documents. • Shareholders (individually or jointly) holding at least 1% of voting shares for 180 consecutive days may initiate derivative actions against directors, supervisors or senior management. • Pre-emption rights on new share issues may be granted by general-meeting resolution.
3. General Meetings • Annual general meeting (AGM) to be held within six months of fiscal year-end; extraordinary general meetings (EGMs) must be convened within two months under specified triggers, including when shareholders holding ≥10% of voting shares so request. • Resolutions are classified as ordinary (simple majority) or special (≥ two-thirds approval), with cumulative voting permitted for board elections. • Meetings can be held on-site, by teleconference, video or online, ensuring real-time participation.
4. Board Composition & Duties • Board comprises 7–15 directors, including at least three independent non-executive directors and at least one employee-elected director. • Chairman presides over meetings; board must meet at least four times per year. • Key authorities include proposing dividends, approving major investments, external guarantees and related-party transactions within shareholder-approved limits.
5. Senior Management & Committees • Senior team consists of a general manager, deputy general managers, chief financial officer and Board secretary; appointments and removals rest with the Board. • Audit, Nomination and Remuneration Committees established; each must have a majority of independent directors and an independent chair.
6. Profit Distribution • At least 10% of annual after-tax profit is allocated to statutory reserves until they reach 50% of registered capital. • Dividends, bonus share issues or capitalisation of reserves approved by shareholders must be executed within two months of the relevant meeting.
7. Audit & Disclosure • An independent accounting firm is appointed annually; re-appointment or dismissal requires shareholder approval. • Financial statements are prepared under PRC GAAP and international or Hong Kong standards, with the lower net profit figure used for dividend purposes. • Full disclosure of annual and interim reports will align with Hong Kong listing rules.
8. Dissolution & Liquidation • Grounds for dissolution include expiry of corporate term, shareholder resolution, merger/division, regulatory revocation, or shareholder petition if operations face insurmountable difficulties. • Directors act as liquidators unless the general meeting appoints others.
The revised Articles take immediate effect upon regulatory filing, providing a comprehensive governance roadmap as Unisound continues its post-listing development.
Comments