Shanghai-based charging-infrastructure provider ZHIDA TECH has published a complete Articles of Association, laying out its current capital structure, board mechanics, shareholder rights and profit-distribution principles. Key disclosures are summarised below.
Capital Structure and Share History ZHIDA TECH is registered as a joint-stock company with a paid-in share capital of RMB 68.35 million, divided into 341.74 million ordinary shares with a par value of RMB 0.20 each. Following its February 2022 corporate reorganisation and May 2025 CSRC filing, the company listed 5.98 million H-shares in Hong Kong on 10 October 2025. Subsequent share splits and two H-share placings lifted the total issued share count to 341.74 million. Promoter shareholdings total 49.49 million shares (14.48%), with Founder Huang Zhiming holding the largest individual stake of 15.06 million shares (4.41%).
Share Issuance and Conversion Provisions • The board may issue additional domestic or overseas shares within 15 months of regulatory filing. • Unlisted shares can be converted to H-shares for trading overseas without further shareholder approval, provided regulatory procedures are met. • Share repurchases are permitted for capital reduction, employee incentives, bond conversion or to safeguard corporate value; aggregate treasury shares are capped at 10% of issued capital and must be cancelled or transferred within three years.
Dividend and Reserve Policy At least 10% of annual after-tax profit will be transferred to the statutory reserve until that reserve reaches 50% of registered capital. Remaining distributable profit, after loss coverage and reserves, will be allocated to shareholders in proportion to shareholdings. Cash dividends must be paid within two months of shareholder approval, and any undistributed cash retained by the company requires detailed explanation to investors.
Corporate Governance Highlights • Board Composition: five directors, including three independent directors; at least one must possess accounting or financial expertise. • Audit Committee: functions as the statutory supervisory body, replacing the traditional supervisory committee. • Chair: presides over board and shareholder meetings, signs major documents and may exercise emergency powers during force majeure events. • General Manager: appointed by the board, responsible for day-to-day operations and empowered to hire vice presidents and other senior executives. • Shareholder Meetings: annual meetings must be held within six months of fiscal year-end; extraordinary meetings triggered when shareholders holding ≥10% request in writing, when uncovered loss exceeds one-third of paid-in capital, or other specified events occur.
Shareholder Rights and Protections All shareholders have equal rights to dividends, voting and information access. Significant transactions—asset deals or guarantees exceeding 30% of latest audited assets—require shareholder approval. Connected shareholders must abstain from voting on related-party transactions, and cumulative voting is available for director elections.
Audit and Reporting The company must publish annual reports within four months of fiscal year-end, interim results within two months of half-year close and quarterly results within one month of quarter-end. Financial statements are prepared under PRC GAAP and either IFRS or Hong Kong GAAP, with profit distribution based on the lower of the two profit figures.
Dissolution and Liquidation Triggers include shareholder resolution, merger, division, licence revocation or a court order initiated by holders of ≥10% of shares. A liquidation committee—comprised of directors or designees—must notify creditors within 10 days and complete asset realisation and debt settlement before deregistration.
These Articles of Association became effective upon shareholder approval and registration with the relevant authorities, defining the legal and operational framework for ZHIDA TECH’s ongoing public-company governance.
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