Biren Technology Unveils Revised Articles of Association, Setting Out Post-IPO Share Structure, Governance Framework and Dividend Policy

Bulletin Express
07/08

Shanghai Biren Technology Co., Ltd. (“Biren Technology”) has published its updated Articles of Association, providing a comprehensive outline of share capital, corporate governance, financial management and shareholder rights following its Hong Kong listing. Key highlights are as follows:

• Share Capital and Listing Details – Registered capital is set at RMB 51.84 million. – After the initial public offering in Hong Kong and full exercise of the over-allotment option, total ordinary shares stand at 2,438,858,500, comprising 1,238,013,076 domestic unlisted shares (50.76 %) and 1,200,845,424 overseas-listed shares (49.24 %). – Each ordinary share carries a nominal value of RMB 0.02 and ranks pari passu in all respects.

• Share Issuance, Repurchase and Capital Management – The company may issue additional shares, convert capital reserves, or distribute bonus shares subject to shareholder approval. – Share repurchases are generally prohibited except under defined circumstances, including capital reduction, employee incentive schemes, bond conversion or actions to protect corporate value. – Any single share repurchase under certain conditions requires board approval by at least a two-thirds majority; other scenarios mandate shareholder approval.

• Dividend and Profit Distribution Policy – At least 10 % of annual after-tax profit will be transferred to the statutory reserve until it reaches 50 % of registered capital. – Remaining distributable profit, after loss recovery and statutory appropriations, will be allocated to shareholders proportionally. – Cash dividends are the preferred distribution method, with implementation within six months of shareholder approval.

• Board Composition and Committees – The board comprises nine directors, with independent non-executive directors representing no less than one-third of seats. – An Audit Committee, consisting solely of non-executive directors and chaired by an independent member, replaces the traditional supervisory committee and oversees financial reporting, internal control and auditor appointments. – Nomination and Remuneration Committees are established; both are majority-independent, with the Remuneration Committee chaired by an independent director.

• Shareholder Rights and Protections – Shareholders holding at least 1 % of shares for 180 consecutive days may inspect accounting records and propose meeting agendas. – Holders of overseas-listed shares have transferability via Hong Kong’s clearing system and benefit from statutory notice periods for meetings (21 days for AGMs, 15 days for EGMs). – Related-party shareholders must abstain from voting on connected transactions.

• Dissolution and Liquidation – Grounds for dissolution include term expiry, shareholder resolution, merger or demerger, licence revocation, or a court-ordered winding-up. – Upon dissolution, a liquidation committee—comprising directors—will oversee asset realisation, debt settlement and distribution of residual assets to shareholders.

• Effective Date The revised Articles of Association become effective on 8 July 2026, superseding all previous versions.

The document conforms to the PRC Company Law, Hong Kong Listing Rules and other applicable regulations, aiming to ensure robust governance and transparent operations as Biren Technology advances its post-listing development.

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