Lingyi iTech (Guangdong) Company published its revised Articles of Association (effective June 2026), clarifying core rules on share structure, shareholder rights, board composition, profit distribution and internal controls. Key points follow.

Capital Structure and Share Classes • Registered capital is denoted in RMB1-par value shares, split into A-shares listed in Shenzhen and H-shares to be listed in Hong Kong; total share count is yet to be finalised, pending H-share issuance and any 15% over-allotment. • Share buy-backs are permitted for six specific purposes, including employee incentives and convertible-bond conversion, but total treasury share holdings are capped at 10% of issued capital and must be cancelled or transferred within statutory timeframes. • Financial assistance for third-party acquisitions of company or parent shares cannot exceed 10% of issued capital and requires a two-thirds board majority.

Shareholder Rights and Meetings • Any shareholder (or proxy) recorded by the close of trading on the record date may attend meetings; online voting channels will run concurrently with on-site sessions. • Extraordinary meetings must be held within two months if (i) director numbers fall below the statutory floor, (ii) accumulated losses reach one-third of paid-in capital, or (iii) holders of ≥10% of shares request one. • Independent directors, the Audit Committee and shareholders with ≥1% of stock for ≥180 days can inspect accounting vouchers and, under defined triggers, sue directors or senior management on the company’s behalf.

Board and Committees • The board comprises seven directors: three independent, one employee representative, with separate Audit, Nomination, Remuneration & Appraisal, and Strategy committees. • Independent directors must constitute a majority on Audit, Nomination and Remuneration committees; an accounting professional must chair the Audit Committee. • Key transactions exceeding 10% of total assets or net assets—such as major investments, asset sales or related-party deals—require board approval; those above 30% trigger shareholder approval.

Profit Distribution Policy • Cash dividends are prioritised. When statutory conditions are met, at least 10% of annual distributable profit will be paid in cash each year; cumulatively, cash payouts over any three-year period must reach 30% of average distributable profit. • Profit distribution frequency is annual, and payments must be executed within two months of shareholder approval. • If the company is in a mature stage without major capex, cash dividends should reach 80% of total distribution; with major capex, the minimum ratio drops to 40%. In growth stages with major spending, the floor is 20%.

Internal Controls and Audit • A dedicated internal audit department, overseen by the Audit Committee, will monitor financial reporting, risk management and internal control effectiveness. • External auditors are appointed annually by shareholder vote following Audit Committee recommendation.

Mergers, Divisions and Capital Changes • Mergers or asset deals where consideration does not exceed 10% of net assets may bypass shareholder voting, subject to board resolution; larger transactions follow statutory notice and creditor-protection procedures. • Capital reductions aimed at covering past losses require creditor notice but can waive individual repayment demands.

Dissolution and Liquidation • Events triggering dissolution include expiry of business term, shareholder resolution, merger or division, licence revocation, or court-approved petition by holders of ≥10% of shares when operations face severe difficulty. In such cases, directors form a liquidation committee within 15 days.

Publication and Effectiveness • The revised charter becomes effective upon listing of the company’s H-shares on the Hong Kong Stock Exchange; previous articles will simultaneously lapse. The document is published in Chinese, with the Chinese version prevailing over translations.