Video compression at ultra-low bitrates remains challenging due to the loss of perceptually important details under limited bit budgets. Recent generative video compression methods leverage pretrained video priors to improve perceptual quality and temporal coherence, but many follow a compress-then-generate paradigm, where generative priors are primarily exploited during reconstruction. Moreover, representations learned for generation and reconstruction are not inherently optimized for entropy coding. In this work, we propose \method, which adapts pretrained video representations into compression-oriented representations while preserving their reconstruction capability. Specifically, we adapt the pretrained causal video VAE of MiniMax-H3 into a discrete video tokenizer and develop a small autoregressive entropy model that captures local and global token dependencies, with grouped prediction for parallel decoding. To further improve coding efficiency, we jointly optimize the tokenizer and entropy model using a differentiable rate surrogate, allowing rate gradients to adapt token assignments toward lower coding costs while preserving reconstruction quality. Experiments on UVG, MCL-JCV, and HEVC Class B demonstrate superior perceptual rate--distortion performance, achieving BD-LPIPS savings of 82.2\%--87.5\% and BD-DISTS savings of 78.3\%--85.0\% relative to GLC-Video.

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