ROKAE Robotics’ Updated Charter Highlights 26.52 Million RMB Capital Base, 265 Million Shares and Nine-Member Board Structure

Bulletin Express
Aug 11

Rokae (Shandong) Robotics Group Inc. (“ROKAE Robotics”) released its revised Articles of Association dated August 2026, detailing corporate capital, share structure and governance arrangements following its Hong Kong IPO.

Registered Capital and Share Structure • Registered capital stands at RMB 26.52 million, divided into 265.18 million ordinary shares with a par value of RMB 0.10 each. • 253.25 million shares are overseas-listed H shares, while 11.93 million remain unlisted. • The company completed an IPO of 23.03 million H shares and listed on the Main Board of the Hong Kong Stock Exchange on 9 July 2026.

Share Issuance and Capital Management • Shares may be issued at or above par; sub-par issuance is prohibited. • Repurchases are generally barred except for seven defined circumstances, including employee incentive plans, convertible bond conversions and capital reduction. • Aggregate treasury holdings arising from repurchase for incentives, bond conversions or value protection are capped at 10 % of issued shares and must be transferred or cancelled within three years.

Corporate Governance Framework • The board comprises nine directors, including three independent directors; one seat is reserved for an employee representative. • Key committees include an Audit Committee (three members, majority independent), a Nomination Committee and a Remuneration & Appraisal Committee, each chaired or majority-composed by independent directors. • The Audit Committee assumes supervisory-board functions under PRC law and must approve financial disclosures, auditor appointments and changes in accounting policies.

Shareholder Rights and Meeting Rules • Annual general meetings must be held within six months after each fiscal year-end; extraordinary meetings must be convened within two months when statutory triggers occur. • Shareholders holding at least 1 % of shares for 180 days can inspect corporate books and, when necessary, initiate derivative litigation. • Connected shareholders must abstain from voting on related-party transactions; separate tabulation of minority votes is mandated for major matters.

Profit Distribution Policy • After covering losses and mandatory 10 % statutory reserve contributions (capped at 50 % of registered capital), remaining profits may be distributed in cash, shares or a combination thereof, with cash preferred when conditions allow. • Dividends must be paid within two months of shareholder approval.

Guarantee and Transaction Controls • Shareholder approval is required for guarantees that push cumulative guarantees beyond 30 % of total assets, single guarantees over 10 % of net assets, or guarantees to connected parties. • Major asset transactions exceeding 30 % of total assets within one year require shareholder approval and, where applicable, compliance with Hong Kong Listing Rules on major and very substantial transactions.

Dissolution and Liquidation • Grounds include expiration of operating term, shareholder resolution, merger or division, licence revocation, or shareholder petition when continued operation causes material loss. • Directors serve as liquidation obligors and must form a liquidation team within 15 days of dissolution grounds arising.

Amendments and Effective Date • Any charter amendment must be approved by shareholders and, where necessary, regulatory authorities. • The revised Articles become effective upon requisite approvals and supersede all prior versions.

The updated charter provides investors with detailed disclosure of ROKAE Robotics’ capital structure, shareholder safeguards and governance mechanisms following its Hong Kong listing.

Disclaimer: Investing carries risk. This is not financial advice. The above content should not be regarded as an offer, recommendation, or solicitation on acquiring or disposing of any financial products, any associated discussions, comments, or posts by author or other users should not be considered as such either. It is solely for general information purpose only, which does not consider your own investment objectives, financial situations or needs. TTM assumes no responsibility or warranty for the accuracy and completeness of the information, investors should do their own research and may seek professional advice before investing.

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