Lygend Resources & Technology Co., Ltd. has published a fully updated Articles of Association that will take effect on 23 June 2025, setting out the company’s legal framework ahead of its planned A-share listing on the Shenzhen Stock Exchange (SZSE) and following its recent H-share listing on the Stock Exchange of Hong Kong (SEHK).
Key corporate profile • Type and duration: Joint-stock company with perpetual existence, incorporated in Ningbo, China. • Legal representative: The Board Chairman serves as the company’s legal representative. • Business scope: Development of emerging-energy technologies, non-ferrous metal smelting, metal ores and materials trading, chemical and construction material sales, equipment leasing, and related import-export operations. • Business objective: To become an integrated service provider across the entire nickel industry chain.
Capital structure and share classes • Share capital is divided into A Shares (to be listed on SZSE) and H Shares (already listed on SEHK). • Shares carry a par value of RMB1.00 each and are deposited with China Securities Depository and Clearing (Shenzhen) for A Shares and the Hong Kong Securities Clearing Company for H Shares. • The company is authorised to issue additional shares, subject to shareholder approval, and may repurchase up to 10% of total issued shares under specified circumstances.
Dividend policy • Over any three-year period, cumulative cash dividends must equal at least 30% of the average annual distributable profits. • For years in which cash dividends are declared, the cash component must comprise not less than 20% of total distribution, with priority given to cash over scrip. • Interim dividends may be proposed when profitability and capital requirements allow.
Governance structure • Board composition: Nine directors, including three independent non-executive directors and one employee representative. • Key committees: Audit, Nomination, Remuneration, and Strategy & ESG. The Audit Committee, comprising three non-executive directors (two of whom are independent, with one accounting professional as convener), oversees financial reporting, auditor engagement and internal control. • Shareholder protections: Major related-party transactions require abstention by interested shareholders and approval by a majority of disinterested votes. • Cash dividends, equity incentive plans, major asset transactions exceeding 30% of total assets and certain guarantees are reserved for shareholder approval. • An internal audit function reports directly to the Audit Committee; a three-year shareholder return plan will be reviewed at least once every three years.
Mergers, capital changes and dissolution • Clear procedures are set for mergers, divisions, capital increases/reductions and liquidation, including mandatory creditor notification periods (10 days for notice, 45 days for public announcement). • Remaining assets on dissolution will be distributed to shareholders proportionally after debt repayment and statutory reserves.
Disclosure requirements • The company commits to dual reporting under PRC GAAP and either IFRS or Hong Kong accounting standards, with audited annual results released within four months of fiscal year-end and interim results within two months of half-year end.
The revised Articles provide a comprehensive governance blueprint as Lygend Resources & Technology positions itself for continued growth and compliance in both mainland China and Hong Kong capital markets.