Delton Technology (Guangzhou) Inc. (stock code: 01989) has released its post-listing draft Articles of Association, detailing corporate governance mechanics, capital structure and shareholder-rights protections that will apply following the company’s planned H-share flotation on the Main Board of The Stock Exchange of Hong Kong.
Key highlights:
1. Dual-Listing Framework • Delton completed an A-share IPO of 42.30 million shares on the Shenzhen Stock Exchange on 2 Apr 2024. • Subsequent to China Securities Regulatory Commission approval on 16 Jan 2026, the company has obtained in-principle approval from HKEX to issue overseas-listed H shares; final share quantities and registered capital will be confirmed upon completion of the offer. • After the H-share issuance, Delton’s A and H shares will rank pari passu in dividends and other distributions.
2. Share Capital & Founding Structure • Delton was converted into a joint-stock company on 19 Jun 2020 with 350.00 million issued shares. • Guangzhou Zhenyun Investment Co., Ltd. is the largest original promoter with 48.90 % of founding equity; 14 other promoters hold the balance.
3. Stringent Share Controls • The company prohibits any repurchase of its own shares except under precisely defined scenarios (e.g., capital reduction, employee incentive schemes or safeguarding corporate value). • A single shareholder (and concert parties) acquiring over 5 % of voting shares is restricted from “short-swing” trades within a six-month window; any gains must be returned to the company.
4. Shareholder Protection & Meeting Rules • Shareholders may call extraordinary general meetings if they hold ≥10 % of shares for 90 consecutive days. • Major guarantees, connected transactions or acquisitions that exceed set percentage ratios (e.g., >25 % of relevant size tests under HKEX rules, or asset deals >50 % of total assets) require shareholder approval. • Minority shareholders’ votes must be counted and disclosed separately on material matters.
5. Board & Committee Composition • The Board will comprise at least seven directors, with independent directors representing no less than one-third and numbering at least three. • Key committees—Audit, Nomination, Remuneration & Appraisal, and Strategy & ESG—are established. The Audit Committee (minimum three non-executive members, majority independent) will assume supervision functions equivalent to a supervisory board. One independent director must possess requisite accounting or financial expertise and one must be ordinarily resident in Hong Kong.
6. Dividend & Capital Management Policy • Annual cash dividend payout will be no less than 10 % of current-year distributable profit; over any three-year period cumulative cash dividends must reach at least 30 % of average distributable profit. • Interim dividends are permissible; share dividends may be considered when capital expansion is justified and cash conditions allow. • The company pledges a transparent mechanism for adjusting dividend policy, requiring Board- and shareholder-level approvals plus disclosure.
7. Internal Controls & Audit Oversight • An internal audit department reports to the Board and its Audit Committee, which must approve auditor appointments, financial disclosures and internal control evaluations. • Annual and interim reports will be filed within four months and two months after period-end respectively.
8. Event-Driven Corporate Actions • Mandatory notice and disclosure timelines are established for mergers, splits, capital reductions and liquidations; creditors are afforded statutory protection through notification and claim periods.
The draft Articles will take effect upon listing of Delton’s H shares on HKEX, after which the company’s existing charter will be superseded.