Beijing Shougang LanzaTech Technology Co., Ltd. (“SHOUGANG LANZA”) approved an updated Articles of Association at its eighth extraordinary general meeting in 2024. The document will take effect on the day the company’s H shares begin trading on the Main Board of the Hong Kong Stock Exchange, currently scheduled for 3 June 2026.

The Articles confirm plans to issue 20.16 million H shares for the initial public offering. Post-listing, registered capital will rise from RMB360 million to RMB400 million if the over-allotment option is not exercised, or to RMB406 million if fully exercised. Under the base-case scenario, the company will have 400 million ordinary shares, comprising 266.55 million H shares (66.64 %) and 133.45 million non-H shares (33.36 %). Full exercise of the greenshoe would lift the H-share proportion to 67.13 %.

Key corporate-governance features include:

• Board of Directors: 11 members, with at least 4 independent non-executive directors and a minimum one-third board representation by independent directors. • Audit Committee: Functions as the primary supervisory body, replacing a traditional Supervisory Committee. • Party Organization: Embedded within the governance framework to “serve as the political core” and participate in major decision-making processes. • Shareholder Protections: One-share-one-vote structure; detailed rules on share transfers, lock-ups, repurchases and connected-party transactions. • Chairman of the Board is the company’s legal representative.

The Articles outline a capital management system permitting share repurchases for capital reduction, employee incentives, convertible-bond conversions or to protect corporate value, with cumulative treasury shares capped at 10 % of issued capital.

SHOUGANG LANZA’s stated mission is to commercialise gas bio-fermentation technology that converts industrial off-gas into ethanol, protein feed and other high-value products, contributing to China’s “carbon peak and carbon neutrality” targets. The business scope covers technology R&D, consulting, training, product sales, import-export services and project investment.

The company was converted into a joint-stock entity on 12 November 2021. Its 15 promoters include Shougang Group Co., Ltd. (28.53 % pre-IPO stake), Shanghai Mingda Industry (16.50 %) and Tangming Group (10.19 %). Registered office is located in Shijingshan District, Beijing.

Provisions in the new Articles also address dividend policy, internal controls, audit procedures and conditions for future capital increases or reductions, aligning SHOUGANG LANZA’s corporate governance with PRC company law and Hong Kong Listing Rules.