Unisound AI Technology Co., Ltd. (UNISOUND) has released a revised edition of its Articles of Association, effective April 2026. Key points are as follows:
Capital & Share Structure • Registered capital is confirmed at RMB 72.98 million, divided into 72,975,593 ordinary shares. • The Company completed an IPO of 1.80 million H shares in Hong Kong on 30 June 2025; all pre-IPO shares remain subject to a one-year lock-up. • Domestic shares can be converted into overseas-listed shares without further shareholder approval, provided they meet relevant regulatory procedures.
Shareholder Rights & Obligations • Ordinary shareholders are entitled to proportional dividends, voting rights and access to corporate information; controlling shareholders are expressly prohibited from abusing their position or encroaching on minority interests. • Shareholders (alone or jointly) holding at least 1 % of voting shares for 180 consecutive days can initiate derivative litigation if directors or senior management breach duties. • Transfers by directors and senior executives are capped at 25 % of their holdings per year during tenure, with a six-month lock-up post-departure.
Share Issuance, Buy-back & Capital Changes • Share buy-backs are permissible for six specific purposes, including employee share plans and bond conversions, with a 10 % cap on treasury shares. • Shares repurchased under capital reduction or merger scenarios must be cancelled within 10 days; shares repurchased for incentive schemes must be transferred or cancelled within three years. • Capital increases may be executed via public or private offerings, bonus issues or reserve capitalisation, subject to shareholder approval.
Governance Framework • Board size is set at 7–15 members with at least three independent non-executive directors; employee representation is mandatory when headcount exceeds 300. • The Board establishes Audit, Nomination and Remuneration Committees; independent directors must hold the majority in each. • General meetings may be convened physically or via electronic means, with a 20-day notice for AGMs and 15-day notice for extraordinary meetings.
Financial & Dividend Policy • The Company follows PRC GAAP and also prepares statements under IFRS or equivalent Hong Kong standards; the lower of the two profit figures will be used for dividend calculation. • Statutory reserves will receive 10 % of annual after-tax profit until the reserve equals 50 % of registered capital. Remaining profits are distributable pro-rata to shareholders. • Announced dividends must be distributed within two months of shareholder approval.
Audit & Disclosure • An independent accounting firm is engaged for a one-year term, renewable upon shareholder approval. • All corporate communications may be distributed electronically in line with Hong Kong Stock Exchange requirements.
Dissolution & Liquidation • Detailed procedures are specified for merger, division, capital reduction and liquidation, including creditor notification and asset distribution protocols.
The revised charter consolidates UNISOUND’s governance practices with Hong Kong listing rules, further standardises shareholder protections and delineates clear processes for capital management and corporate actions.
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