RoboTechnik Intelligent Technology Co., Ltd. (“RoboTechnik”) has released a draft Articles of Association that will become effective upon the company’s planned H-share listing on the Main Board of the Hong Kong Stock Exchange (HKEX). The document details corporate governance, capital structure, shareholder rights and dividend policy ahead of the cross-border listing.
Corporate Status and Capital • RoboTechnik is a joint-stock company with perpetual existence. • The company’s A-shares—20.00 million shares with a par value of RMB1.00—have been listed on the Shenzhen Stock Exchange since 8 January 2019. • Following China Securities Regulatory Commission (CSRC) filing and HKEX approval dated 22 June 2026, RoboTechnik plans an initial public offering of H-shares; the share count and total registered capital will be confirmed prior to listing.
Share Issuance, Repurchase and Transfer • Shares carry equal rights; each RMB1.00 share has one vote. • The company may not fund third parties to acquire its shares, except under an approved employee stock-ownership plan. • Self-purchases are prohibited unless for capital reduction, mergers, employee incentive schemes, convertible bond conversion or value protection; cumulative treasury stock is capped at 10% of issued shares and must be disposed of within three years. • Directors and senior management face a 25% per-annum limit on share disposals and a one-year lock-up post-listing, with an additional six-month restriction after resignation.
Shareholder Rights and Governance • Shareholders holding at least 3% of shares for 180 consecutive days can propose inspections of accounting books. • A 1% holding for 180 days enables derivative actions against directors or senior management for misconduct. • General meetings require 20 days’ notice for annual sessions and 15 days for extraordinary sessions. • Extraordinary general meetings must be convened within two months if requested by holders of 10% or more of shares.
Board Structure and Oversight • The Board comprises seven directors, including at least one employee representative and a minimum of one-third independent directors. • The Audit Committee (three non-executive directors, two of whom are independent) replaces a traditional board of supervisors and oversees financial reporting, internal control and auditor selection. • Specialised committees for strategy, nomination, remuneration and appraisal are established; independent directors hold a majority on nomination and remuneration committees. • The Board may issue new shares up to 50% of existing capital within three years upon general meeting authorisation.
Dividend and Reserve Policy • After statutory and discretionary reserve allocations, cash dividends are prioritised. • If no major capital expenditure is planned and profit and cash flow permit, at least 80% of the distribution must be in cash; in other circumstances the minimum cash payout ranges from 20% to 40% of distributable profit. • Dividends must be distributed within six months of shareholder approval. • Stock dividends may be used when capital constraints or growth needs justify share capital expansion.
Guarantee and Investment Thresholds • External guarantees exceeding 10% of latest audited net assets, or those to entities with leverage above 70%, require shareholder approval. • Single-year asset transactions surpassing 30% of audited total assets must be submitted to the general meeting.
Dissolution and Liquidation • Dissolution can occur via shareholder resolution, merger, division, licence revocation or court order. • Upon dissolution, directors form a liquidation committee within 15 days. • Remaining assets, after settling debts and obligations, are distributed to shareholders proportional to ownership.
The Articles of Association also stipulate strict duties of loyalty and diligence for directors and senior management, detailed procedures for amendments, and clear notice requirements for meetings. The document provides the governance framework intended to guide RoboTechnik as it transitions toward dual-listing status on both the Shenzhen Stock Exchange and HKEX.
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