Delton Technology (Guangzhou) Inc. (“Delton Technology”) released its full Articles of Association, detailing capital structure, governance, dividend policy and share-related mechanisms following its dual listing on the Shenzhen Stock Exchange and Hong Kong Stock Exchange. Key points are as follows:
Capital Structure and Listing Footprint • Registered capital is set at 472.45 million shares, all ordinary. • A-shares: 426.45 million, representing 90.26% of total capital and traded on the SZSE. • H-shares: 46.00 million, representing 9.74% and traded on HKEX from 20 March 2026. • Share certificates will be registered, with A-shares cleared through CSDC (Shenzhen) and H-shares primarily via Hong Kong Securities Clearing Company.
Share Issuance, Buy-Back and Transfer • Repurchases are prohibited except for six specific scenarios, including capital reduction, employee incentive schemes and bond conversion; aggregate treasury holdings are capped at 10% of issued shares. • Directors, senior executives and shareholders holding ≥5% are restricted from opposite-way trades within six months and from selling more than 25% of their holdings per year during tenure.
Governance Framework • Board size: minimum seven directors, comprising at least three executive directors (one elected by employees), at least one non-executive director and at least three independent directors (≥1/3 of the board). • An Audit Committee—composed solely of non-executive directors, including two independents—assumes supervisory board duties. • Other standing committees include Nomination, Remuneration & Appraisal, and Strategy & ESG, all majority-independent and chaired by an independent director where applicable.
Dividend & Reserve Policy • Annual cash dividend payout shall be no less than 10% of distributable profit; cumulative cash payout over any three-year period must reach at least 30%. • Preference for cash dividends; share dividends may be proposed when capital scale and share price misalignment justify. • Statutory reserve transfers to capital must leave a post-transfer balance ≥25% of registered capital.
Shareholder Rights & Meetings • Shareholders may requisition an extraordinary general meeting on holding ≥10% of shares. • Cumulative voting applies when electing two or more independent directors or when a single shareholder (plus concert parties) controls ≥30% equity. • Minority shareholders’ interests protected via separate vote counts and explicit related-party abstention rules on connected transactions.
Financial Reporting & Audit • Annual reports to be filed within four months of fiscal year-end; interim reports within two months of half-year-end. • External auditor appointment/renewal requires shareholder approval; an internal audit department reports to the Audit Committee and Board.
Party Organisation • A Communist Party organisation is embedded within the Company structure, with Delton Technology providing resources for its activities.
The Articles take effect from the date the Company’s H-shares commenced trading on HKEX, superseding prior governing documents.