Reconova Technologies Co., Ltd. (“Reconova”) released its revised Articles of Association, dated July 2026, in preparation for its planned listing on the Main Board of the Hong Kong Stock Exchange.
Capital Structure • Registered capital: RMB [‧]. • Total issued shares on establishment: 54.66 million shares at RMB 1.00 par value; par value for new issues has been adjusted to RMB 0.20. • Share classes: Domestic unlisted shares and H shares; domestic shares may be converted to H shares without further shareholder approval, subject to regulatory procedures. • The company prohibits financial assistance for share acquisition except under limited circumstances (e.g., employee stock ownership plans) and caps any such assistance at 10 % of issued capital.
Shareholder Rights and Meetings • One share equals one vote, with cumulative voting available for director elections. • Shareholders holding ≥3 % of shares for 180 days may inspect accounting books; those with ≥1 % for 180 days may initiate derivative actions. • Annual general meetings must be held within six months after each fiscal year-end; extraordinary meetings must be convened within two months under specified triggers (e.g., net‐asset losses > 33 %, board size below statutory minimum, or upon valid shareholder request). • Shareholders may attend in person or by proxy; electronic participation and online voting are permitted.
Board Structure and Governance • Board comprises seven directors, including at least three independent non-executive directors (INEDs); at least one INED must have accounting or financial expertise and one must be ordinarily resident in Hong Kong. • Chairman is elected by a majority of directors; board meets at least four times annually. • Audit, Nomination, and Remuneration & Appraisal Committees are mandated. – Audit Committee replaces a supervisory board and must be entirely non-executive, with a majority of INEDs. – Key matters such as related-party transactions, changes in auditors, and significant accounting policy adjustments require approval by a majority of Audit Committee members. • Directors and senior management are subject to fiduciary and diligence duties with clear conflict-of-interest restrictions; connected directors must abstain from voting on related matters.
Senior Management • Positions include a manager (CEO), several general managers, a Chief Technology Officer, a Chief Scientific Officer, a Chief Financial Officer, and a Board Secretary. • Appointments and dismissals are determined by the board; terms are three years with eligibility for reappointment.
Dividend and Profit Distribution Policy • Statutory reserve: 10 % of after-tax profit until reserves reach 50 % of registered capital. • Remaining profit, after statutory and discretionary reserves, is distributed to shareholders pro rata. • Cash dividends must be executed within two months of shareholder approval; no distribution is permitted if the latest audit opinion is modified or contains a going-concern emphasis.
Capital Changes • Capital increases require shareholder approval; board may be authorised for issuances up to 50 % of existing shares within three years. • Capital reductions mandate creditor notification within ten days and public announcement within thirty days.
Merger, Division, Dissolution • Mergers or divisions trigger creditor notifications and require balance sheets and asset inventories. • Dissolution may occur upon term expiry, shareholder resolution, merger/division, licence revocation, or court order; a liquidation committee must be formed within fifteen days.
Notices and Disclosure • Corporate communications may be delivered in person, by post, fax, email, telephone, or announcement on designated websites (including the HKEX website). • Financial reporting deadlines: annual report within four months of fiscal year-end; interim report within three months of half-year-end; quarterly reporting permitted under HKEX rules.
Effective Date The revised Articles become effective upon Reconova’s initial public offering and listing of H shares on the Hong Kong Stock Exchange, scheduled for July 2026.
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