LENS Releases Revised Articles of Association; Clarifies Governance Structure, Dividend Policy and Share Capital Details

Bulletin Express
05/08

Lens Technology Co., Ltd. (“LENS”) published an updated Articles of Association (effective May 2026), providing a comprehensive framework for corporate governance, capital management and shareholder rights following its dual-listing in Shenzhen and Hong Kong.

Share Capital • Registered capital is RMB 5.28 billion, divided into 5,278.74 million ordinary shares. • A-share float: 4,977.15 million; H-share float: 301.60 million. • The company may repurchase up to 10% of issued shares for employee incentives, bond conversion or value-maintenance purposes, subject to specified timelines for cancellation or transfer.

Shareholder Rights & Meetings • Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be triggered if unrecovered losses reach one-third of share capital or if ≥10% shareholders so request. • Each share carries one vote; connected shareholders must abstain on related-party transactions exceeding RMB 30 million and 5% of net assets.

Dividend Policy • When profitable and without major capex plans, cash dividends must be ≥15% of current-year distributable profit; cumulative cash payout over three years must reach ≥30% of average distributable profit. • If the company is in a mature stage without significant capital expenditure, cash dividends must represent at least 80% of total annual distribution. • Dividend distribution (cash or stock) must be executed within two months of shareholder approval.

Board Composition & Committees • The Board comprises eight directors, including four independent directors and one employee representative. • Mandatory committees: Audit (three independent directors), Nomination, Remuneration & Appraisal, and Strategy & Sustainable Development (ESG). • Independent directors may convene meetings, engage external advisers and call shareholder meetings; their veto rights apply to related-party transactions and significant policy changes.

Capital Operations & Guarantees • External guarantees require Board approval by two-thirds of directors; guarantees crossing defined thresholds (e.g., single guarantee >10% of net assets or any guarantee to controlling shareholders) need shareholder approval. • Major transactions—asset purchases, disposals or guarantees—exceeding 30% of audited total assets within one year must be approved by shareholders.

Profit Appropriation • Statutory reserve: 10% of annual after-tax profit until the reserve equals 50% of registered capital. • Remaining profit, after losses and reserves, is distributable to all shareholders proportionally; treasury shares are excluded from dividends.

Senior Management & Internal Controls • Senior management includes the general manager, deputy general managers, CFO and Board secretary. • Internal audit reports to the Board’s Audit Committee; significant findings must be reported immediately. • The company must file annual and interim reports within four and two months, respectively, of period-end.

Dispute Resolution • Any dispute among the company, directors, senior management and shareholders shall be submitted to the court at the company’s domicile after attempts at consultation.

The revised charter aligns LENS’s corporate governance with PRC Company Law, CSRC regulations and Hong Kong Listing Rules, aiming to enhance transparency and protect the interests of both A- and H-share investors.

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