Announcement on Amendments to the Articles of Association and Rules of Procedure Applicable After H Share Offering
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and that there are no false records, misleading statements, or material omissions.
Huagong Technology Co., Ltd. (hereinafter referred to as "Huagong Technology" or the "Company") held its 21st meeting of the 9th Board of Directors on January 27, 2026, and approved the "Proposal on Amending the Articles of Association (Draft) and Related Rules of Procedure (Draft) Applicable After the H Share Offering." The specific details are hereby announced as follows:
I. Amendments to the Articles of Association (Draft) and Related Rules of Procedure (Draft)
In response to the Company's planned public offering of shares overseas (H shares) and application for listing on the Main Board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Stock Exchange") (hereinafter referred to as the "Current H Share Offering and Listing"), and in accordance with the Company Law of the People's Republic of China, the Provisional Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises, the Guiding Opinions on the Articles of Association of Listed Companies, and other relevant domestic laws, regulations, and normative documents, as well as the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), and Hong Kong laws and regulations regarding the requirements for issuers registered in the Mainland to issue and list shares in Hong Kong, and in conjunction with the Company's actual situation and needs, the Articles of Association of Huagong Technology Co., Ltd. (Draft) (hereinafter referred to as the "Articles of Association (Draft)") and its attachments, the Rules of Procedure for Shareholders' Meetings of Huagong Technology Co., Ltd. (Draft) and the Rules of Procedure for Board Meetings of Huagong Technology Co., Ltd. (Draft) (collectively referred to as the "Rules of Procedure (Draft)") have been revised.
The Board of Directors has reviewed and approved the Articles of Association (Draft) and its attached Rules of Procedure (Draft) item by item, and proposes to the Shareholders' Meeting to authorize the Board of Directors and/or its authorized personnel, for the purpose of the Current H Share Offering and Listing, to individually or jointly amend and modify the Articles of Association (Draft) and its attached Rules of Procedure (Draft) approved by the Company's Shareholders' Meeting (including but not limited to amending the wording, chapters, clauses, effective conditions, registered capital, equity structure, etc.) in accordance with domestic and foreign laws, regulations, the Hong Kong Listing Rules, and the opinions of relevant regulatory authorities, taking into account the Company's actual situation, and to handle changes, filings, and other matters with the market supervision and administration authorities and other relevant government departments. However, such amendments shall not adversely affect the rights of shareholders and shall comply with relevant Chinese laws, regulations, the Hong Kong Listing Rules, and other relevant regulatory and approval authorities' regulations. If the aforementioned systems are approved by the Company's Shareholders' Meeting and during the period from the Current H Share Offering and Listing until its completion, the Company amends its current effective Articles of Association and/or its attached Rules of Procedure, the Board of Directors and/or its authorized personnel are authorized to incorporate such amendments into the Articles of Association (Draft) and/or its attached Rules of Procedure (Draft) based on the actual situation.
The Articles of Association (Draft) and its attached Rules of Procedure (Draft) will take effect and be implemented from the date of listing of the Company's H shares in Hong Kong. Upon the implementation of the Articles of Association (Draft) and its attached Rules of Procedure (Draft), the current Articles of Association and its attached Rules of Procedure will automatically become invalid. Prior to this, the current Articles of Association and its attached Rules of Procedure will remain valid.