Shanghai-headquartered Breton Technology Co., Ltd. (BRETON; HK: 01333) has published its full Articles of Association (AoA), outlining the company’s capital profile, corporate-governance architecture and shareholder-return mechanism as it prepares for overseas listing.
Key Corporate Data • Incorporation & Structure: BRETON was founded on 28 Nov 2016 and converted into a joint-stock limited company on 23 Nov 2022. • Registered Capital: RMB 427.62 million. • Share Capital History: – Nov 2022 (conversion to JSC): 366.65 million ordinary shares. – Post-IPO: 379.65 million shares. – Planned placements: 389.65 million shares (Nov 2025), 392.70 million (Jul 2026), 409.30 million (Sep 2026), 427.62 million (Oct 2026). • Share Classes: All existing shares are ordinary; conversion of domestic shares into H-shares is permitted without additional shareholder approval, subject to regulatory procedures.
Governance Structure • Board Composition: 10 directors, including at least three independent non-executive directors (INEDs) who must comprise not less than one-third of the Board; at least one INED must have accounting or financial expertise and one must be ordinarily resident in Hong Kong. • Board Committees: Audit, Nomination, Remuneration & Appraisal, and Strategy Committees. The Audit Committee, dominated by INEDs, assumes the statutory role of a supervisory board. • Director Tenure: Three-year terms with re-election permitted; INEDs serving more than nine years require additional re-election procedures under Hong Kong Listing Rules. • Shareholder Meetings: Annual general meetings must be held within six months of fiscal year-end; extraordinary meetings can be triggered by shareholders holding ≥ 10% of voting shares, the Audit Committee, or the Board.
Capital Management • Share Issuance: Board authorised to issue up to 50% of existing issued shares within three years, subject to shareholder approval for non-cash considerations. • Share Buybacks: Permitted for capital reduction, employee incentive plans, convertible-bond conversion and other statutory purposes; aggregate treasury shares capped at 10% of total issued capital. • Share Transfer: Pre-IPO shares are locked up for one year post-listing; directors and senior management may not dispose of more than 25% of their holdings annually during tenure.
Dividend & Profit-Distribution Policy • Annual Cash Payout: Subject to profitability and liquidity, at least 10% of distributable earnings to be paid in cash each year. • Payout Bands: – Mature phase, no major capex: ≥ 80% of distributable profit in cash. – Mature with significant capex: ≥ 40%. – Growth phase with significant capex: ≥ 20%. • Frequency: At least once a year; interim dividends possible based on cash flow and investment needs. • Execution: Approved dividends must be paid within two months of shareholder approval.
Audit & Transparency • External Auditor: Must possess PRC securities practice qualification; appointed annually by shareholders. • Financial Reporting: Interim results within 60 days of half-year end; audited annual results within 120 days of fiscal year-end. Reports prepared under PRC GAAP and IFRS/HKFRS, with profit distribution based on the lower of the two profit figures.
M&A, Capital Changes and Liquidation • Major actions—including mergers, divisions, capital increases/decreases and dissolution—require shareholder approval and creditor notification. • Liquidation processes, creditor protections and bankruptcy procedures are detailed in line with PRC Company Law and Hong Kong Listing Rules.
Dispute Resolution • Shareholder disputes involving overseas-listed shares are subject to arbitration under CIETAC or the Hong Kong International Arbitration Centre, with awards binding on all parties.
Implementation The revised AoA take effect upon shareholder approval and the listing of BRETON’s H-shares on the Hong Kong Stock Exchange.
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