Shanghai Longcheer Technology Co., Ltd. (“Longcheer”) has released its revised Articles of Association dated March 2026, detailing the company’s capital structure, governance architecture and profit-distribution framework following its A-share and H-share listings.

Key Highlights

1. Capital & Share Structure • Registered capital is set at RMB 522.59 million, equal to 522.59 million ordinary shares. • A-shares: 470.33 million (90.00%) listed on the Shanghai Stock Exchange since 1 March 2024. • H-shares: 52.26 million (10.00%) listed on the Hong Kong Stock Exchange since 22 January 2026. • All shares have a par value of RMB1.00; no preference shares are currently issued.

2. Share Issuance, Buyback & Transfer Rules • Future capital increases may be executed through public or private share issues, bonus issues or reserve capitalisation, subject to shareholder approval. • Share repurchases are allowed for six specific purposes, including employee share plans and convertible bond conversions, with the total buyback limit capped at 10 % of issued capital and execution windows ranging from 10 days to three years, depending on purpose. • Directors, senior management and >5 % shareholders face a six-month short-swing profit rule; any gains from round-trip trading within that period must be surrendered to the company.

3. Governance Structure • Board of Directors: seven members, including three independent directors and one employee-elected director; each term lasts three years with re-election permitted. • Board committees established: Audit (acting as statutory supervisory body), Strategy & ESG, Nomination, and Remuneration & Assessment. • The Audit Committee, comprising only non-executive directors and led by an independent director with accounting expertise, replaces a traditional supervisory board. • Independent directors hold enhanced powers, including the right to convene board/EGM meetings and to engage external advisers independently.

4. Shareholder Rights & Meetings • Annual general meetings (AGM) must be held within six months of the fiscal year-end; extraordinary meetings can be triggered by shareholders holding ≥10 % of shares or other stipulated events. • Voting follows “one share, one vote”; connected shareholders must abstain from voting on related-party matters. • Cumulative voting is mandated when a single shareholder and its concert parties hold ≥30 % of shares or when electing multiple independent directors.

5. Dividend & Capital Management Policy • Cash dividends are prioritised; in principle, dividends are to be proposed annually, with interim payouts possible subject to liquidity and growth needs. • Cash dividends require distributable profits and must not impair ongoing operations. • Share-based dividends may be used when the capital base and earning growth warrant. • Profit distribution proposals need approval by the board, independent directors, Audit Committee and shareholders (simple majority for cash, two-thirds majority for scrip or mixed payouts). • Implementation of approved dividend plans must occur within two months of shareholder approval.

6. Financial Reporting & Audit Oversight • Annual results must be filed within four months of fiscal year-end; interim results within two months of half-year end. • An external audit firm is appointed annually by shareholders; the Audit Committee oversees selection, dismissal and engagement terms. • Internal audit reports directly to the Board via the Audit Committee; significant findings must be escalated immediately.

7. Dissolution & Liquidation Triggers • Dissolution events include expiry of business term, shareholder resolution, merger/division, licence revocation or court-ordered winding-up. • A liquidation committee, principally comprising directors, must be formed within 15 days of a dissolution event to manage creditor notifications, asset disposal and statutory filings.

The updated Articles of Association take immediate effect upon shareholder approval and regulatory filing, setting a comprehensive corporate governance and capital management framework for Longcheer’s continued operations across Shanghai and Hong Kong capital markets.