Zhejiang Laifual Drive Co., Ltd. (LAIFUAL, 03952) has released an updated Articles of Association, effective June 2026, outlining its capital structure, corporate governance model and financial disciplines in preparation for its Main Board debut on the Hong Kong Stock Exchange (HKEX).

Key Highlights

1. Capital & Share Structure • Registered capital is set at RMB 105.41 million. • Total issued shares: 103.40 million, comprising 89.96 million domestic shares (87%) and 13.44 million H shares (13%). • The overseas tranche includes 15.46 million H shares, of which 2.02 million were issued on exercise of an over-allotment option. • Share repurchases are permitted for specific purposes (e.g., employee incentives, bond conversion, value protection) with treasury shares capped at 10% of total issued capital and to be disposed of or cancelled within three years.

2. Business Scope & Strategic Objective LAIFUAL focuses on R&D and manufacture of precision harmonic drive reducers and industrial robot components, aiming to “empower intelligent manufacturing and advance industrial productivity.”

3. Governance Framework • Board of Directors: 11 members, including four independent non-executive directors (INEDs). • Committees: Audit, Nomination, and Remuneration & Appraisal; INEDs hold a majority in each, and the Audit Committee performs statutory supervisory functions in lieu of a Board of Supervisors. • Chairman or general manager serves as legal representative; each director’s term is three years with eligibility for re-election. • Shareholder protections include cumulative voting for director elections, separate voting counts for minority investors on material matters, and stringent connected-party vote abstention rules.

4. Profit Distribution Policy • Statutory reserve: minimum 10% of annual after-tax profit until reserves reach 50% of registered capital. • Dividends may be paid only after losses are covered and reserves made; shares held by the Company are non-participating. • The Board will propose annual profit-distribution plans, subject to shareholder approval, with an emphasis on “continuous and stable” returns.

5. Financial Reporting & Disclosure • Annual results announcement: within three months of fiscal year-end. • Annual report: within four months of year-end; interim report: within three months after the first six months. • Corporate communications to H-shareholders may be delivered electronically or via HKEX and company websites.

6. Capital Actions & Guarantees • Share issuance, mergers, major asset deals (>30% of total assets) and external guarantees above defined thresholds require shareholder approval, generally by special resolution (≥ two-thirds of votes cast). • External guarantees for related parties with high leverage or exceeding 10% of net assets mandate shareholder consent, with conflicted shareholders excluded from voting.

7. Dissolution & Liquidation Triggers include term expiry, shareholder resolution, merger/division, regulatory revocation, or court order. A liquidation committee—comprised mainly of directors—must be formed within 15 days to manage asset realisation and debt settlement; creditors are to be notified within 10 days.

The comprehensive charter revision aligns LAIFUAL’s corporate governance and disclosure practices with PRC regulations and HKEX Listing Rules, setting the framework for its forthcoming public listing on 30 June 2026.