CiDi Inc. (CIDI-NEW, 03881) released its revised Articles of Association dated June 2026, outlining the company’s capital structure, governance framework, and profit-distribution mechanism as it prepares to list its H-shares on the Hong Kong Main Board.
Capital Structure • Registered capital is set at RMB 43.79 million, represented by 437.89 million ordinary shares after a 10-for-1 share split completed on 2 March 2026. • Post-split, domestic shares total 13.45 million (3.07%), while overseas-listed foreign shares amount to 424.44 million (96.93%). • The company prohibits pledging its own shares and caps any future share repurchase at 10% of the issued share capital, with clear time limits for cancellation or transfer.
Promoters and Founding Shareholders • The original shareholding comprises 50 promoters, led by 新驅動香港有限合夥 with a 29.81 % stake before the share split. • All promoter stakes were formed through net-asset conversions from Changsha Intelligent Driving Research Institute.
Governance Framework • Board size: eight directors, including three independent non-executive directors and one employee director. • Key committees: Audit (in lieu of a statutory supervisory committee), Nomination, Remuneration & Appraisal, and Strategy. Independent directors form the majority of the Audit, Nomination and Remuneration committees, with an accounting professional chairing the Audit Committee. • Senior management: one general manager (also the legal representative), multiple deputy general managers and a CFO, all appointed by the Board. No senior executive may receive compensation from controlling shareholders.
Shareholder Meetings and Major-Transaction Thresholds • An extraordinary general meeting must be convened within two months if requested by shareholders holding at least 10 % of voting rights. • Board approval is required for related-party transactions with any percentage ratio of 0.1 % or above; transactions reaching 4.5 % (and HKD 10 million) must go to a shareholder vote. • Guarantees exceeding 25 % of any percentage ratio, or any guarantee to a shareholder/actual controller, require shareholder approval.
Profit Distribution • At least 10 % of after-tax profit is allocated to the statutory reserve until that reserve reaches 50 % of registered capital. • Dividends—whether in cash, shares or a combination—must be paid within two months of shareholder approval. • Distribution is prohibited if the most recent audit opinion is qualified or contains going-concern uncertainty.
Audit and Disclosure • CiDi must publish annual results within three months and interim results within two months after period-end, followed by full reports one month later. • Only one set of statutory books is permitted; funds cannot be placed in personal accounts. • The company will appoint an external auditor annually; dismissal requires at least 10 days’ written notice and the right for the auditor to address the general meeting.
Dissolution & Liquidation • Triggers include term expiry, shareholder resolution, regulatory revocation, or shareholder litigation if operational difficulties threaten shareholder interests. • A liquidation committee—comprising directors unless otherwise elected—must be formed within 15 days of a dissolution event.
The Articles take effect upon the company’s H-share listing on the Hong Kong Stock Exchange and supersede all previous versions.