EACON Group Co., Ltd. (“EACON”) has released its updated Articles of Association, the governance document that will take effect once the company lists its H shares on the Main Board of the Hong Kong Stock Exchange.
Key Capital Details • Origin & Conversion – The joint-stock company was formed via an overall conversion of Eacon Intelligent Driving Technology Co., Ltd.’s net assets into 95.57 million ordinary shares at RMB1.00 par value. • IPO & Share Structure – After China Securities Regulatory Commission (CSRC) filing and HKEX approval, 121.74 million previously unlisted shares held by 60 shareholders will convert into H shares. The post-listing structure will comprise 147.87 million H shares (100 % of total issued shares); full exercise of the over-allotment option would raise the total to 151.79 million H shares. • Future Issuance – Shareholders may authorise the board to issue up to 50 % of existing share capital within three years. Repurchases are capped at 10 % of issued shares, with strict cancellation or transfer deadlines.
Governance Framework • Board Composition – Nine directors: one chair, one co-chair, at least three independent non-executive directors and one employee representative. • Committees – Mandatory Audit Committee (three non-executive directors, majority independent) assumes supervisory duties; Remuneration & Appraisal and Nomination Committees also chaired by independent directors. • Senior Management – Structure includes a general manager, deputy managers, chief financial officer and board secretary. Directors holding company shares may not dispose of more than 25 % of their holdings in any year during tenure.
Shareholder Rights & Protections • Voting – “One share, one vote”; related shareholders must abstain from voting on connected transactions. • Minority Safeguards – Investors with ≥1 % of shares held for 180 consecutive days can inspect accounts and initiate derivative actions. • Profit Distribution – Cash dividends take precedence; once approved, payments must be completed within two months.
Capital Discipline • High-value transactions (e.g., guarantees exceeding 30 % of total assets or 10 % for a single guarantee) require shareholder approval. • The company may repurchase shares for capital reduction, employee incentives, bond conversions or to protect shareholder value.
Dissolution & Liquidation • Dissolution triggers include expiry of corporate term, shareholder resolution, merger/demerger, licence revocation or court order. • Directors act as liquidation obligors and bear liability for delays or misconduct during the process.
Business Objective & Scope EACON targets advanced autonomous-driving technologies and related services, spanning AI software development, intelligent control systems, mining machinery manufacture, equipment leasing and professional design services.
The promulgated Articles lay out EACON’s capital framework, shareholder safeguards and governance architecture, ensuring compliance with PRC company law and Hong Kong Listing Rules ahead of the company’s upcoming H-share debut.
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