Guangdong Huayan Robotics Co., Ltd. (“Huayan Robotics”) has released its full Articles of Association, detailing the corporate governance framework, capital structure and shareholder safeguards that will underpin the company’s forthcoming listing of H shares on the Main Board of The Stock Exchange of Hong Kong.
Key corporate facts • Incorporation & licensing: Huayan Robotics is a joint-stock company registered in Foshan, Guangdong, holding unified social credit code 91440300MA5EQ6JAX4. • H-share IPO: The company filed with the China Securities Regulatory Commission on 14 Feb 2026 and has secured in-principle approval from HKEX to float an undisclosed number of H shares. • Share capital: At establishment, the company issued 432.67 million ordinary shares at RMB0.20 par value, fully subscribed by 30 promoters. • Share classes: Domestic unlisted shares may be converted into H shares subject to regulatory procedures; no General Meeting vote is required for conversion. • Registered capital and IPO proceeds figures will be finalised upon completion of the offering.
Governance structure • Board composition: Seven directors, including at least three independent non-executive directors (INEDs). One INED must have accounting or related financial expertise and at least one INED must ordinarily reside in Hong Kong. • Committees: The Board has created Audit, Nomination, and Remuneration & Appraisal Committees. The Audit Committee (minimum three members, majority INEDs) assumes the statutory functions of a board of supervisors and must approve key items such as financial reports, auditor appointments and major accounting policy changes. • Senior management: The General Manager, Chief Technology Officer, Chief Financial Officer and Board Secretary are designated as senior management; their appointments and remuneration are subject to Board approval.
Shareholder protections & capital management • Voting: Each share confers one vote; major matters such as mergers, spin-offs, amendments to the Articles, capital changes and equity incentive plans require a two-thirds majority of votes cast. • Transfer restrictions: Pre-IPO shares are locked up for one year post-listing; directors and senior management may sell no more than 25 % of their holdings per year during tenure and are restricted for six months post-departure. • Share repurchase: Permitted only for capital reduction, merger, employee incentive schemes, convertible bond conversion, protection of shareholder interests, or when dissenting shareholders demand buyback after a merger/division resolution. Aggregate treasury holdings capped at 10 % of issued shares. • Guarantees: Any external guarantee crossing thresholds—such as exceeding 50 % of net assets or 30 % of total assets—requires shareholder approval; guarantees to connected parties mandate a two-thirds majority of disinterested votes.
Profit distribution policy Huayan Robotics targets “stable dividend growth.” Dividends may be suspended if the latest audited financial statements carry a modified opinion or highlight going-concern uncertainties. Once a distribution plan is approved, cash or share dividends must be paid within two months.
Internal controls & disclosure The company will submit audited annual reports within four months of fiscal year-end and half-year reports within three months of period-end. An internal audit department, overseen by the Audit Committee, is responsible for risk management reviews and internal control evaluations. Independent non-executive directors are empowered to convene special meetings, engage external advisers and call Extraordinary General Meetings when necessary.
Party organisation In line with PRC corporate governance practice, Huayan Robotics will establish a Communist Party organisation within the company and provide resources for related activities.
Next steps With its governance blueprint publicly filed, Huayan Robotics now moves toward finalising its H-share issuance size and timetable, after which the Articles of Association will become effective upon the shares’ listing in Hong Kong.
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