RIGOL Technologies Co., Ltd. (“RIGOL”) released an October 2026 version of its Articles of Association, introducing several material changes to its corporate governance framework, capital structure and shareholder-return mechanisms. Key highlights follow.
Corporate profile • Registered capital is set at RMB 218.68 million. • The share count totals 218.68 million ordinary shares, comprising 193.87 million A-shares listed on Shanghai’s STAR Market and 24.80 million H-shares listed in Hong Kong. • Business scope remains focused on research, development and sales of test & measurement instruments, including oscilloscopes, multimeters and spectrum analysers.
Governance architecture • The Board is fixed at seven members, including three independent directors and one employee representative; at least one independent director must be permanently resident in Hong Kong. • The Audit Committee assumes the statutory duties of a board of supervisors and must consist mainly of independent directors, with an accounting professional acting as convener. • Additional standing committees—Strategy, Nomination, and Remuneration & Appraisal—are established, each reporting directly to the Board.
Shareholder protections • The company will hold an annual general meeting within six months after each fiscal year-end; extraordinary meetings must be convened within two months under defined triggers such as loss of one-third of paid-in capital. • Shareholders who individually or jointly hold at least 1 % of equity may table resolutions; those holding 10 % or more may requisition an extraordinary meeting. • A cumulative-voting system applies when electing two or more directors, enhancing minority-shareholder influence.
Capital management • Board authorisation allows share issues to specific investors up to RMB 300 million and 20 % of net assets between annual general meetings. • Share repurchases are permitted for employee incentives, convertible-bond conversions or value protection, with holding limits capped at 10 % of total shares and a three-year disposal window. • Share pledges exceeding statutory thresholds must be reported immediately to the company.
Profit-distribution policy • Cash dividends take priority: at least 10 % of current-year distributable profit is to be paid annually, and the three-year cumulative pay-out ratio must reach 30 %. • Distribution must be executed within two months after shareholder approval. • Stock dividends may be considered once cash requirements for operations and growth are met.
Audit and disclosure • An internal-audit system reporting to the Board is mandated; the Audit Committee oversees both internal and external audit work and recommends appointment or removal of the external auditor. • Annual, interim and quarterly reports must be filed within four, two and one month(s) respectively after period-end.
Dissolution triggers and liquidation procedures are detailed, including director liability for failure to initiate timely liquidation. The revised Articles took effect upon shareholder approval and remain the authoritative governance document for RIGOL.