iMotion Automotive Technology (Suzhou) Co., Ltd. (IMOTIONTECH) has published its revised Articles of Association, effective April 2026, laying out comprehensive rules for corporate governance, capital management and shareholder rights. Key highlights are as follows:
Capital Structure • Registered capital is set at RMB 241.95 million, divided into 226.33 million ordinary shares with a par value of RMB 1 each. • The share mix comprises 124.73 million unlisted domestic shares and 101.60 million overseas-listed H shares, including 22.12 million new H shares issued in December 2023 and 79.49 million domestic shares converted into H shares. • Any future conversion of domestic shares into overseas-listed shares requires regulatory filing but no shareholder vote.
Shareholder Provisions • Ordinary shareholders enjoy equal rights to dividends, voting and residual assets. • Any individual or group holding at least 1% of shares for 180 consecutive days can inspect accounting records and may initiate derivative litigation on the company’s behalf. • Share transfers by directors, supervisors and senior executives are capped at 25% of their holdings per year and are prohibited within one year of the Hong Kong listing.
Board & Committees • The board consists of seven directors, including three independent directors; at least one director must possess accounting or financial expertise, and at least one director must be of a different gender. • Four specialised committees are established—Strategy, Audit, Nomination and Remuneration & Evaluation. Each is chaired by an independent director, and the Audit Committee must be entirely non-executive. • The board chair is elected by a simple majority of directors; board meetings require a 10-day written notice and resolutions pass by a simple majority unless otherwise specified.
Senior Management • The company appoints one general manager, several deputy general managers, a chief financial officer and a board secretary. Senior managers may not concurrently hold executive roles in the controlling shareholder.
Profit Distribution & Reserves • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • After covering losses and statutory reserves, remaining profits may be distributed as dividends; the board must execute approved cash or stock dividends within two months of shareholder approval.
Capital Adjustments • Mergers, splits, capital increases or reductions require shareholder approval and creditor notification. • The company may repurchase shares for capital reduction, employee incentive plans, bond-to-equity conversion or to protect corporate value, with total treasury stock capped at 10% of issued shares.
Dissolution & Liquidation • Triggers include expiry of operating term, shareholder resolution, merger or split, licence revocation, insolvency, or shareholder petition when continuation causes material loss. • A liquidation committee, mainly comprising directors, must form within 15 days of a dissolution event and report to shareholders or the court.
Compliance & Disclosure • Financial statements must be prepared within four months of fiscal year-end; interim results within two months of half-year-end. • Engagement of an external auditor requires shareholder approval each year; any dismissal must be announced 10 days in advance. • Formal communication to shareholders may be made by hand, mail, email, fax or public announcement; disclosure to H-share investors follows Hong Kong Listing Rules.
The updated Articles codify IMOTIONTECH’s governance practices and align its corporate framework with both PRC Company Law and Hong Kong Listing Rules.
Comments