Lemo Services Co., Ltd has released a revised Articles of Association, effective May 2026, detailing updated corporate governance, capital structure and profit-distribution policies for the Hong Kong-listed Internet of Things service provider.
Corporate Profile • Established through a restructuring of Fujian Lemo IoT Technology Co., Ltd; business licence number 91350100399572827L. • Registered capital stands at RMB 55.56 million. • The company issued 5.56 million H-shares, which were listed on the Hong Kong Stock Exchange on 3 December 2025.
Share Capital and Issuance • Shares carry a par value of RMB 1.00. • The board may issue up to 50 % of the existing share base within three years when so authorised by shareholders. • Repurchases capped at 10 % of issued shares; repurchased shares must generally be cancelled or transferred within specific time limits. • Directors, senior management and shareholders holding at least 5 % are subject to six-month trading gain claw-back rules.
Shareholder Rights and Meetings • Shareholders with 3 % or more of capital held for 180 consecutive days may inspect accounting books. • Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be triggered by shareholders holding 10 % or more, by one-third of directors or by the Audit Committee. • Ordinary resolutions require a simple majority; special resolutions need at least two-thirds approval. • Related-party shareholders must abstain from voting on connected transactions; only disinterested votes count toward approval thresholds.
Board Structure and Duties • Nine-member Board: at least three independent non-executive directors, one employee representative and one female director. • The Board elects a chair and vice-chair; at least four meetings per year are mandated. • Key Board powers include approving capital changes, major investments, asset disposals exceeding 30 % of total assets, and guarantees that surpass thresholds (e.g., single guarantees above 10 % of net assets). • An Audit Committee performs traditional supervisory functions; other standing committees include Nomination, Remuneration & Appraisal, and Strategy.
Senior Management • One general manager plus deputies, a chief financial officer and a board secretary; all appointed by the Board. • Senior executives may receive remuneration only from the company, not from controlling shareholders.
Profit Distribution Policy • Cash dividends prioritised; the company aims to distribute profits at least once a year when conditions permit. • Mandatory allocation of 10 % of after-tax profit to statutory reserves until the reserve equals 50 % of registered capital. • Dividend payments must be completed within two months after shareholder approval. • Any revision to the distribution policy requires approval by at least two-thirds of votes cast at a shareholders’ meeting.
Capital Actions, Merger and Liquidation • Detailed procedures set for mergers, divisions, capital increases, reductions and liquidation. • Creditors must be notified within 10 days and publicly informed within 30 days of any merger, division or capital reduction decision. • Dissolution can occur via shareholder resolution, expiration of operating term, regulatory revocation, merger/division or court order; a liquidation committee must be formed within 15 days of a dissolution trigger.
Disclosure and Audit • Annual reports to be published within four months of year-end; interim reports within three months of half-year close. • Financial statements prepared under IFRS or other accounting standards accepted in Hong Kong. • An external auditor is appointed annually by shareholders; internal audit functions report to the Board.
The new Articles of Association replace all prior versions and govern Lemo Services’ corporate activities from May 2026 onward.