Jiangsu New Vision Automotive Electronics Co., Ltd. (“New Vision Automotive Electronics”) has released its revised Articles of Association (March 2026), detailing corporate governance, capital structure and dividend policy as the company prepares for its Main Board debut on the Hong Kong Stock Exchange (HKEX).
Key highlights are as follows:
• Share Capital and Upcoming H-Share Issue – Registered capital is set at RMB61.70 million, divided into ordinary shares with a par value of RMB0.5 each. – The company has approval to issue up to 16.23 million H shares to overseas investors; post-offering total share capital will rise to 123.40 million shares. – Domestic and H shares will rank pari passu for dividends and other distributions. Up to 50 % of issued shares may be issued by the Board within three years, subject to shareholder authorisation.
• Governance Framework – Board of Directors: nine members, including three independent non-executive directors (INEDs). At least one INED must possess accounting or related financial expertise. – Board committees: Audit, Nomination, and Remuneration & Assessment, each composed solely of directors. – Supervisory Board: three members, one-third of whom must be employee representatives. – Senior management positions include one General Manager, multiple Deputy General Managers, a Chief Financial Officer and a Board Secretary.
• Profit Distribution Policy – Priority on cash dividends; distribution at least once per year when conditions allow. – Cash dividends may be declared if: 1) current-period distributable profit is positive, 2) cumulative undistributed profit is positive, 3) sufficient cash flow remains for operations, and 4) the auditor issues an unqualified opinion. – Stock dividends may be considered when operating results are strong and the share capital scale requires adjustment. – Dividend payments to H-shareholders will be declared in RMB and paid in foreign currency; taxes will be withheld in accordance with PRC regulations.
• Shareholder Rights and Restrictions – Shares held by directors, supervisors and senior executives are subject to a 12-month lock-up from listing; annual disposals thereafter are capped at 25 % of their holdings. – Related shareholders must abstain from voting on connected-transaction resolutions; such matters require majority approval by non-related shareholders.
• Capital Management – The company may repurchase up to 10 % of its total issued shares for employee share plans, convertible-bond conversions or value protection, subject to Board or shareholder approval. – External guarantees exceeding thresholds (e.g., >30 % of latest audited total assets or to related parties) require shareholder approval.
• Party Committee – In line with PRC requirements, the company will establish a Chinese Communist Party organization to participate in corporate governance.
• Effectiveness The revised Articles take effect upon the listing of New Vision Automotive Electronics’ H shares on HKEX, replacing prior versions filed with the Yangzhou regulator.
This comprehensive governance framework aligns the company with PRC corporate law, CSRC regulations and HKEX Listing Rules, setting the structural and compliance foundation for its forthcoming international capital-markets presence.
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