Lens Technology Co., Ltd. has released its updated Articles of Association (effective July 2026), detailing a comprehensive overhaul of corporate governance, capital management, shareholder rights and profit-distribution policies.
Key corporate profile • Registered capital stands at RMB 5.28 billion, divided into 5.28 billion ordinary shares (4.98 billion A-shares; 301.60 million H-shares). • The company is incorporated in Liuyang, Hunan, with perpetual existence; the Board chair serves as legal representative. • Shares debuted on Shenzhen’s ChiNext in March 2015 and on Hong Kong’s Main Board in July 2025 (HKEX stock code 06613).
Governance architecture • Board size fixed at 11 directors, with independent directors representing at least one-third; at least one must be an accounting professional. • Specialised committees—Audit, Strategy & Sustainable Development (ESG), Nomination, and Remuneration & Appraisal—report to the Board. • Audit Committee comprises three non-executive directors (all independent), led by an accounting professional and empowered to review financial reporting, internal controls and auditor appointments. • Senior management posts include general manager, deputy general managers, financial controller and Board secretary; external executives from controlling shareholders are barred from holding senior posts in the listed entity.
Shareholder protection & meeting rules • Shareholders holding ≥10 % of shares for 90+ consecutive days may convene extraordinary general meetings if the Board fails to do so. • Shareholders, directors and senior management must abstain from voting on connected-party matters; resolutions require majority approval of disinterested votes. • The company may repurchase up to 10 % of its issued shares for employee incentives, bond conversion or value maintenance, with disposal or cancellation deadlines ranging from 10 days to three years depending on purpose.
Capital adjustments • Total share count: 5.28 billion; any merger, division, capital increase/reduction or dissolution must follow strict shareholder approval thresholds and regulatory filings. • External guarantees exceeding thresholds—e.g., total guarantees above 50 % of latest audited net assets—require shareholder approval with a two-thirds majority.
Dividend and reserve policy • Cash dividends prioritized: at least 15 % of annual distributable profit; cumulative three-year cash payout ≥30 % of average distributable profit. • Interim cash dividends permitted within limits set by the annual general meeting. • Stock dividends may complement cash only when justified by growth needs; residual profits distributed pro rata after statutory and discretionary reserves.
Audit & disclosure • External auditor engaged annually; appointment, dismissal or non-renewal subject to shareholder approval following Audit Committee review. • Comprehensive internal audit mechanism established; findings must be reported to the Audit Committee, which meets quarterly and can commission external reviews. • All statutory reports filed within four months (annual) and two months (interim) of period-end; announcements disseminated via designated mainland and HKEX platforms.
The revised charter underscores Lens Technology’s commitment to enhanced transparency, strengthened internal controls and disciplined capital allocation as it continues operations across Shenzhen’s ChiNext and Hong Kong capital markets.