Shenzhen Camsense Technologies Co., Ltd. (“CAMSENSE”) released a full version of its Articles of Association, outlining corporate structure, governance framework and shareholder protections as the company advances toward an initial public offering of overseas-listed foreign shares (H Shares) on the Main Board of The Stock Exchange of Hong Kong Limited.
The document confirms CAMSENSE’s status as a joint-stock limited company with perpetual existence. Initial share capital at establishment stands at 81.00 million ordinary shares, divided into domestic unlisted shares and overseas H Shares. The company plans to issue additional H Shares—denominated in renminbi and traded in Hong Kong dollars—subject to China Securities Regulatory Commission (CSRC) filing and Hong Kong Stock Exchange approval.
Promoter shareholdings are highly diversified. Founder Wang Jian leads with 106.41 million shares, representing 13.14 % of current capital, followed by co-founder Zhou Kun at 87.64 million shares (10.82 %). The three largest institutional investors—Fuhai Shenwan Mobile Innovation Fund, Shenzhen Nanshan Dongfang Fuhai SME Fund and Smart Internet Telecom Ark Fund—collectively hold 14.42 % of outstanding shares. In total, 37 promoters are listed, none exceeding a 15 % stake, reinforcing a dispersed ownership profile.
Corporate governance features a nine-member board, including three independent non-executive directors and one employee representative. The board has established audit, nomination, and remuneration & appraisal committees. The audit committee, composed solely of non-executive directors, inherits the traditional supervisory role, including authority over financial disclosure, auditor engagement and internal control evaluation.
Profit allocation prioritises shareholder returns. After funding the statutory reserve (10 % of annual after-tax profit until reserves reach 50 % of registered capital) and discretionary reserves, remaining earnings will be distributed to shareholders in proportion to their holdings. The articles allow interim cash dividends, and stipulate that dividends must be paid within two months once approved.
The company commits to quarterly, semi-annual and annual financial disclosure, with annual reports released within four months after fiscal year-end. Financial statements will be prepared under both PRC GAAP and either International Financial Reporting Standards or Hong Kong Financial Reporting Standards, with material differences fully disclosed.
To safeguard minority interests, the articles impose voting restrictions on connected shareholders for related-party transactions and require independent shareholder approval for key guarantees, major asset deals and equity incentives. Shareholders holding at least 1 % of shares for 180 consecutive days gain derivative litigation rights against directors or senior management who breach fiduciary duties.
CAMSENSE’s registered capital, business scope and legal representative details will be updated upon completion of the H-share issuance. The new Articles of Association will take effect on the listing date, replacing previous versions in entirety.