BaTeLab Co., Ltd. (BATELAB) announced that its board of directors approved a package of amendments to the company’s Articles of Association on 7 August 2026. The revisions aim to clarify the conversion of domestic shares to Hong Kong-listed H shares, tighten safeguards against hostile takeovers, and raise voting thresholds for key corporate actions. The proposals will take effect only after shareholders pass a special resolution at an upcoming general meeting, for which a separate notice will be issued.
Key amendment highlights:
1. Share Conversion—“Full Circulation” • Domestic unlisted shares may be converted into H shares and listed on HKEX without requiring a shareholder vote, provided filings are made with the China Securities Regulatory Commission (CSRC). • Once converted, shares cannot revert to the domestic market. • The company is empowered to draft Administrative Rules for Full Circulation to manage the process, reinforcing its fiduciary obligations.
2. Higher Voting Bar for Material Decisions • Beyond existing special-resolution requirements, certain transformative transactions—such as capital changes, mergers, dissolutions, anti-takeover provision changes, delisting of H shares, and significant asset deals proposed by a hostile acquirer—must secure at least 75 % approval from both domestic shareholders and H-share investors voting separately.
3. Anti-Hostile Takeover Framework • A comprehensive new Article 113 authorises the board to deploy anti-takeover measures—including issuing new shares, adopting equity incentives, initiating defensive reverse takeovers, and legal actions—when a hostile bid emerges. • Shareholders holding ≥10 % of equity for at least 180 consecutive days may also propose or demand implementation of such measures. • A hostile acquirer must present detailed post-acquisition plans; failure to comply may trigger legal liabilities and board-initiated countermeasures. • A formal definition of “hostile takeover” is inserted into Article 204, encompassing acquisitions without prior board consent via market purchases, agreements, or acting-in-concert arrangements.
4. Director Eligibility in Takeover Scenarios • Any board candidates nominated by a hostile acquirer or its concert parties must possess a minimum of five years’ management experience in BATELAB’s core business sector and relevant professional expertise.
5. Voting Restrictions for Rule-Breaching Share Purchases • Shares acquired in violation of Article 63 of China’s Securities Law will be disenfranchised for 36 months and excluded from quorum calculations.
Governance Structure Update The board remains composed of eight directors—four executives, one non-executive, and three independents—led by Chairman Mr Zhang Guangping.
Next Steps The proposed amendments hinge on shareholder approval via special resolution. Details of the forthcoming shareholders’ meeting will be communicated separately.