Shanghai Top Numerical Control Technology Co., Ltd. (abbreviated “TOPNC”) published its revised Articles of Association, adopted at the company’s Second Extraordinary General Meeting on 15 May 2025 and effective upon the Hong Kong Main Board listing dated 20 May 2026. Key points are as follows:

• Corporate profile and listing timeline – TOPNC completed a corporate restructuring to become a joint-stock company with limited liability. – The company issued 98.89 million H-shares for its initial public offering and commenced trading on 20 May 2026 under stock code 07688. – Registered capital is set at RMB 40.93 million, represented by 409.28 million ordinary shares (par value RMB 1.00). Of these, 371.47 million (90.8 %) are H-shares, while 37.81 million (9.2 %) remain unlisted.

• Shareholder rights and capital measures – Shareholders holding ≥3 % for at least 180 consecutive days may inspect accounting books and, if necessary, initiate derivative actions. – Unlisted shares can be converted into H-shares without additional shareholder approval, subject to regulatory procedures. – The company may repurchase up to 10 % of total issued shares for employee incentives, bond conversions or value protection, with strict timelines for cancellation or transfer.

• Governance structure – The Board comprises eight directors, including at least three independent non-executive directors (one with accounting or finance expertise and one ordinarily resident in Hong Kong) plus one employee representative. – The Board is empowered to set business plans, approve major investments, appoint senior management and recommend profit distribution. – External guarantees require shareholder approval when thresholds such as exceeding 50 % of net assets or 30 % of total assets are triggered, or when guarantees are granted to related parties.

• Profit allocation policy – A minimum 10 % of annual after-tax profit must be transferred to the statutory reserve until it reaches 50 % of registered capital. – Dividends may be paid in cash or shares; interim cash dividends are permitted. Once approved by shareholders, distributions must be completed within two months. – No profit distribution will be made if the latest audit carries a non-standard opinion, if the prior-year asset-liability ratio exceeds 70 %, or if operating cash flow is negative.

• Audit and internal controls – An Audit Committee—composed entirely of non-executive directors, with at least half being independent—oversees external auditor engagement, risk monitoring and internal controls. – Annual appointment of external auditors requires shareholder approval; the Audit Committee must pre-approve any changes.

• Dissolution and liquidation provisions – Grounds include expiry of business term, shareholder resolution, merger/division, licence revocation or court-ordered dissolution. – A liquidation committee must be formed within 15 days of a dissolution event; any remaining assets, after debt settlement, will be distributed to shareholders pro-rata.

The updated Articles serve as the governing document for TOPNC’s operations, outlining shareholder protections, Board authority and financial policies as the company begins life as a Hong Kong-listed entity.