Jiangsu Lopal Tech. Group Co., Ltd. (LOPAL TECH) released its updated Articles of Association (effective March 2026), setting out detailed provisions on corporate governance, capital structure, profit distribution and share management.

Key Highlights

1. Capital Structure • Registered capital is confirmed at RMB 682.99 million, divided into ordinary shares only. • The Company may repurchase up to 10% of its issued A-shares for purposes such as employee incentives, bond conversion or value-preservation; any repurchased shares can be cancelled or held as treasury shares in line with Shanghai and Hong Kong listing rules.

2. Board Composition and Committees • The Board comprises 10 directors, with independent non-executive directors (INEDs) holding at least one-third of the seats; four INEDs are currently mandated, and at least one must possess accounting expertise and be Hong Kong-resident. • An Audit Committee of three non-executive directors (majority INEDs) replaces the statutory Supervisory Committee and assumes all supervisory duties, including financial oversight and internal control evaluation. • Special committees for strategy, nomination, and remuneration/evaluation are formally established; each must be chaired by an INED and report recommendations to the Board.

3. Profit Distribution Policy • Cash dividends are prioritised. When statutory conditions are met, the annual cash payout (including interim dividends) must equal at least 20% of distributable profit. • Three differentiated payout tiers are defined based on development stage and capital expenditure plans: mature/no major CAPEX (≥80%), mature/major CAPEX (≥40%), growth/major CAPEX (≥20%). • The Board must execute an approved distribution plan within two months; any deviation requires full disclosure and shareholder approval.

4. Shareholder Rights and Protection • Shareholders holding 10% or more of voting shares may convene extraordinary general meetings if the Board fails to do so. • Related-party transactions above RMB 30 million and representing over 5% of net assets must be approved by disinterested shareholders at a general meeting; connected shareholders are required to abstain. • External guarantees to any party are capped and subject to escalating approval thresholds, reaching mandatory shareholder approval once the guarantee amount exceeds 30% of total assets or involves related parties.

5. Mergers, Divisions and Capital Changes • Any merger, division, dissolution or registered-capital change requires shareholder approval; creditors must be notified within 10 days and publicly informed within 30 days. • Capital reductions aimed at covering losses must be announced and cannot proceed until statutory reserves reach 50% of registered capital post-reduction.

6. Senior Management and Internal Audit • The Company appoints a General Manager (CEO) for a three-year term, with deputy general managers, a Chief Financial Officer and a Board Secretary nominated by the CEO and approved by the Board. • An independent internal audit department, reporting to the Audit Committee, is responsible for ongoing risk review and preparation of annual internal-control evaluation reports.

The revised Articles of Association provide a comprehensive governance blueprint aligned with both Shanghai and Hong Kong regulatory requirements, reinforcing transparency, minority-shareholder protection and disciplined capital management for LOPAL TECH.