Shanghai-based Shanghai Xizhi Technology Co., Ltd. (abbrev. “Xizhi Tech”, HKEX: 01879) has released its revised Articles of Association, defining capital structure, shareholder rights and an enhanced corporate-governance framework ahead of its Hong Kong listing.
Capital & Shareholding Structure • Registered capital is set at RMB 94.04 million, represented by par-value shares of RMB 1.00 each. • Total issued shares: 94.04 million ordinary shares, comprising 76.85 million overseas-listed H shares (81.72% of total) and 17.19 million domestic unlisted shares (18.28%). • An initial 76.83 million shares were subscribed on 29 August 2025 by 42 promoters; the largest stakes include Shanghai Youguang Yihui (11.36%), Shen Yichen (8.69%) and Shanghai Youguang Zhiyuan (5.77%). • The Articles permit conversion of domestic shares into H shares, subject to regulatory filing.
Share Issuance, Repurchase & Capital Changes • Issuance methods include placements to public or specific investors, bonus issues and capital-reserve conversions. • Share repurchases for employee incentives, bond conversions or value protection are capped at 10% of issued capital and must be cancelled or transferred within three years. • Capital increases, reductions, mergers, splits or dissolution require shareholder resolutions and compliance with PRC and Hong Kong regulations.
Shareholder Meeting Highlights • Annual meetings must occur within six months of fiscal year-end; interim meetings are mandated upon triggers such as losses equal to one-third of capital or requests from ≥10% shareholders. • Major guarantees need shareholder approval when exceeding 50% of net assets, 30% of total assets, or a single guarantee above 25% of net assets. • Transactions topping 50% of total assets or valuation—or related-party deals above 1% of assets and RMB 30 million—require shareholder consent.
Board Composition & Committees • The Board comprises nine directors: four executive, two non-executive and three independent non-executive directors (INEDs). • INEDs must form at least one-third of the Board; independence criteria exclude current employees, major shareholders’ staff, significant counterparties and certain service providers. • Key committees: – Audit Committee (three members, two INEDs, chaired by an INED) assumes supervisory responsibilities, oversees financial disclosure and internal controls, and recommends auditor appointments. – Nomination Committee (majority INEDs) manages director and senior management selection. – Remuneration & Evaluation Committee (majority INEDs) sets pay and reviews incentive plans. – Strategy Committee, led by the Board Chairman, advises on long-term planning and major investments.
Senior Management & Insider Rules • The General Manager acts as legal representative; other senior executives include the CFO and Board Secretary. • Directors and senior management must hold shares for at least one year post-listing; annual disposals are capped at 25% of holdings, and no sales are allowed within six months of resignation. • Connected directors abstain from voting on related-party matters; resolutions require majority approval by non-connected directors.
Profit Allocation & Financial Discipline • At least 10% of annual after-tax profit is transferred to statutory reserves until the reserve reaches 50% of registered capital. • Cash dividends are prioritised; once approved, distributions must be completed within two months. • Annual financial statements are to be prepared within four months of year-end, and only one set of statutory books is permitted.
Audit & Internal Controls • An external auditor qualified under the PRC Securities Law will be appointed annually by shareholders. • The internal audit department reports to the Board, with direct escalation rights to the Audit Committee for significant findings.
Effective Date The revised Articles take effect upon shareholder approval and regulatory filing, providing Xizhi Tech with a comprehensive governance framework aligned with PRC Company Law and Hong Kong Listing Rules.
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