Shenzhen HQVT Technology Co., Ltd. (HQVT, 01392) has released its updated Articles of Association, effective from the company’s planned H-share listing on the Hong Kong Stock Exchange (HKEX) scheduled for 22 June 2026. The document sets out the corporate governance framework, shareholder rights, capital structure, and board composition that will govern HQVT following its overseas listing.
Key Highlights
1. Share Capital and Listing • HQVT received CSRC filing on 30 January 2026 and HKEX approval on 18 June 2026 for an initial public offering of 85.16 million H shares, each with a par value of RMB0.0125. • Post-offering, the company’s total issued share capital will comprise 774.21 million ordinary shares. • Registered capital stands at RMB9.68 million. • Domestic unlisted shares may be converted into H shares, subject to CSRC filing and HKEX approval, without the need for shareholder meetings.
2. Shareholder Rights and Protections • One share equals one vote; separate vote-counting for minority investors on material matters. • Connected shareholders must abstain from voting on related-party transactions. • Shareholders holding ≥1% for at least 180 days can inspect books and, if necessary, initiate litigation on the company’s behalf. • Major guarantees—such as single guarantees above 10% of net assets or guarantees to highly leveraged counterparties—require general-meeting approval.
3. Board and Committees • The board consists of nine directors, including at least three independent non-executive directors (one must ordinarily reside in Hong Kong). • Directors serve three-year terms, renewable by shareholder vote. • An Audit Committee with three non-executive directors (two of them independent) will assume the statutory supervisory role, review financial statements, nominate auditors, and oversee internal controls. • Additional board committees include Strategy & Sustainable Development, Nomination, and Remuneration & Appraisal.
4. Senior Management • The general manager acts as the company’s legal representative and, with other senior executives (deputy general managers, CFO, and board secretary), is appointed and overseen by the board. • Senior management may not hold administrative posts at HQVT’s controlling shareholder to preserve independence.
5. Profit Distribution Policy • At least 10% of annual after-tax profit will be allocated to the statutory reserve until it equals 50% of registered capital. • Remaining distributable profit may be paid as cash dividends, stock dividends, or a combination thereof, to be executed within two months of shareholder approval.
6. Capital Management • Share buybacks are permitted for purposes including capital reduction, employee incentives, convertible-bond conversions, and safeguarding shareholder interests, with the aggregate repurchase cap set at 10% of issued shares. • Capital reduction or merger/division actions require creditor notification within 10 days and public announcement within 30 days.
7. Audit and Disclosure • An external auditor is appointed annually by shareholders; fees are set by the general meeting. • HQVT will publish annual results within four months after year-end and interim results within two months after mid-year.
8. Party Leadership Provision In line with PRC corporate governance norms, HQVT will establish a Communist Party of China organization within the company, ensuring resources to conduct Party activities.
The Articles of Association, approved by shareholders and filed with regulators, will supersede prior versions upon the official trading debut of HQVT’s H shares on HKEX.
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