Jiangsu New Vision Automotive Electronics Co., Ltd. (“New Vision” or “the Company”) has released a revised Articles of Association dated September 2026, detailing its post-IPO corporate governance framework and statutory requirements following its Main Board debut on The Stock Exchange of Hong Kong Limited on 24 March 2026. Key components are highlighted below.
Governance Structure • Board Composition: The Board comprises nine directors, including three independent non-executive directors (at least one must possess accounting or related financial expertise). A chairman is elected by a majority of the Board. • Specialised Committees: Audit, Nomination and Remuneration Committees are established. The Audit Committee (three non-executive directors, majority independent) assumes the supervisory role prescribed by PRC Company Law. • Senior Management: The Company appoints one General Manager, several Deputy General Managers, a Chief Financial Officer and a Board Secretary. Senior executives may not concurrently hold administrative roles in the controlling shareholder.
Share Capital and Listing Framework • Share Classes: Ordinary shares are divided into domestic shares and H shares, all with a par value of RMB 0.50. • Initial H-Share Offering: Following CSRC filing (11 Dec 2025) and HKEX approval (23 Mar 2026), up to 16.23 million H shares were issued, bringing total share capital to 123.40 million shares. • Registered Capital: RMB 61.70 million. • Share Repurchase: Aggregate treasury holdings from buy-backs for equity incentives, CB conversions or value maintenance capped at 10 % of issued shares, with disposal or cancellation timelines ranging from 6 months to 3 years depending on purpose.
Shareholder Rights & Meetings • Shareholders exercise voting, dividend and inspection rights proportionate to holdings; one share equals one vote. • Annual general meetings must occur within six months of fiscal year-end; extraordinary meetings can be triggered by specified thresholds (e.g., shareholders holding ≥10 % of shares, or when losses reach one-third of paid-in capital). • Major guarantees, asset transactions exceeding 30 % of audited total assets, amendments to the Articles, mergers, divisions or capital changes require shareholder approval; related-party shareholders must abstain from voting on connected transactions.
Profit Distribution Policy • At least 10 % of after-tax profit is allocated to statutory reserves until the reserve equals 50 % of registered capital. • Cash dividends are prioritised; conditions include positive distributable profit, sufficient cash flow, and a standard unqualified audit opinion. In principle, dividends are paid annually within two months of shareholder approval. • Stock dividends may be considered when operations are robust and the Company’s share price is misaligned with capital size.
Internal Control & Audit • An internal audit department, overseen by the Audit Committee, conducts ongoing supervision of financial reporting, risk management and internal controls. • The Audit Committee recommends the appointment or dismissal of external auditors, subject to shareholder approval. Engagements run for one-year terms.
Dissolution & Liquidation • Triggers include shareholder resolution, statutory causes, merger or division, licence revocation, or court-ordered dissolution. A liquidation committee must be formed within 15 days of dissolution events to protect creditor rights and oversee asset disposition.
Effective Date The revised Articles of Association take effect upon shareholder approval and filing with the Yangzhou Administration for Market Regulation, superseding all previous versions.