PATEO CONNECT Technology (Shanghai) Corporation (“PATEO”) released its amended Articles of Association, effective upon approval at the company’s third extraordinary general meeting in 2026. The document outlines updated provisions on share capital, board composition, shareholder meetings and internal governance.
Capital Structure
• Registered capital is confirmed at RMB166.71 million, divided into 166.71 million ordinary shares with a par value of RMB1 each. • The company listed 10.44 million H shares on the Hong Kong Stock Exchange on 30 September 2025 after completing China Securities Regulatory Commission filing on 12 June 2025. • Founding shareholders subscribed for 94.87 million shares at incorporation. Promoter Ying Zhenkai remains the largest individual shareholder with 34.04 % of issued shares. • The Articles allow future capital increases through public or private offerings, bonus issues and transfers from capital reserves, subject to shareholder approval. • Repurchases are permitted for purposes such as capital reduction, employee incentive plans or bond conversion, with a ceiling of 10 % of total issued shares.
Shareholder Meetings & Rights
• Annual general meetings must be convened within six months of each fiscal year-end; extraordinary meetings are required under triggers including cumulative losses of one-third of paid-in capital or when requested by holders of at least 10 % of shares. • Shareholders holding 1 % or more of equity for 180 consecutive days may inspect accounting records, and those with the same holding can initiate derivative actions against directors for misconduct. • Cumulative voting is available for board elections, and related-party shareholders must abstain from voting on connected transactions.
Board & Committees
• The board consists of 13–15 directors, including at least one employee director and a minimum of three independent directors (not less than one-third of the board). • An Audit Committee replaces the statutory supervisory committee and comprises three non-executive directors, two of whom are independent; an independent director with accounting expertise serves as convener. • Nomination and Remuneration Committees are established, each led by an independent director, to oversee board appointments and compensation policies. • The board must meet at least four times annually, with extraordinary sessions called by the chair, one-third of directors, the Audit Committee or shareholders holding over 10 % of voting rights.
Management Structure
• A general manager, appointed by the board for a three-year term, oversees daily operations and may propose the appointment of deputy general managers and the chief financial officer. • Senior executives are barred from holding positions in controlling shareholders and may not receive remuneration from entities other than the company.
Profit Distribution
• After covering losses and statutory reserves (10 % of annual profit until reserves reach 50 % of registered capital), remaining profits may be distributed as cash or stock dividends. • Once a dividend plan is approved, payment must be completed within two months.
Dissolution & Liquidation
• Grounds for dissolution include expiry of business term, shareholder resolution, merger or split, licence revocation, or court order. • Directors act as liquidators unless otherwise resolved; creditors must be notified within 10 days of a dissolution decision.
Audit & Disclosure
• An external accounting firm is appointed annually by shareholders to audit financial statements and provide related services. • The company commits to timely disclosure through channels prescribed by the Hong Kong Listing Rules.
The revised Articles provide a comprehensive governance framework ahead of PATEO’s continued operations as a Hong Kong-listed vehicle technology company.
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