Breton Technology Co., Ltd. (“BRETON”) has published its revised Articles of Association, detailing the company’s current capital structure, governance framework and profit-distribution principles.
Founded on 28 November 2016 and converted to a joint-stock structure on 23 November 2022, BRETON now reports a registered capital of RMB 409.30 million, represented by 409.30 million ordinary shares with a par value of RMB 1.00 each. The share count reflects the initial issuance of 300.00 million shares upon conversion, subsequent listings of overseas H shares, and three follow-on placings completed between November 2025 and September 2026.
The Articles permit the Board of Directors to issue up to 50% of the existing share capital within any three-year window, subject to shareholder authorisation. All shares carry equal rights; domestic shares are denominated in Renminbi, while foreign investors subscribe to overseas-listed H shares in foreign currency. The company may convert unlisted domestic shares into H shares without further shareholder approval, provided regulatory procedures are met.
BRETON’s Board comprises 10 directors, including at least three independent non-executive directors (no fewer than one-third of the Board). The Audit Committee—mandated to include a majority of independent non-executive directors and one member with recognised accounting expertise—assumes traditional supervisory responsibilities. Additional committees cover remuneration, nomination and strategy. The chairman leads the Board, whose decisions on major matters such as mergers, capital changes or amendments to the Articles require a two-thirds majority.
The dividend framework prioritises cash returns. Subject to profitability and liquidity thresholds, annual cash payouts must equal at least 10% of distributable profit, rising to a minimum of 80%, 40% or 20% depending on BRETON’s development stage and capital-expenditure plans. Interim dividends may be proposed when conditions allow, and distribution must be completed within two months of shareholder approval. Share dividends may be issued when cash levels and future investment needs are balanced.
The Articles formalise share-buyback options—including capital reduction, employee incentive plans and value protection—capped at 10% of issued shares for most purposes, and outline director share-transfer restrictions (a maximum 25% of holdings per year during tenure, with a six-month post-exit lock-up).
Key governance safeguards include strict disclosure obligations, conflict-of-interest rules and a requirement that any related-party transactions be approved by non-connected directors or shareholders. BRETON also mandates that any guarantee to third parties be endorsed by at least two-thirds of the Board and all independent directors.
The updated Articles take effect from the commencement of H-share trading on the Hong Kong Stock Exchange, superseding previous charters and reinforcing BRETON’s commitment to transparency, shareholder rights and disciplined capital management.
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