Jiangsu Lopal Tech. Group Co., Ltd. — Proxy Solicitation & Information Statement 2024

Dec 9, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Lopal
龙蟠科技

Jiangsu Lopal Tech. Co., Ltd.
江蘇龍蟠科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2465)

ANNOUNCEMENT

(1) PROPOSED AMENDMENTS
TO THE ARTICLES OF ASSOCIATION;
(2) PROPOSED CHANGE OF THE BUSINESS SCOPE; AND
(3) PROPOSED APPOINTMENT OF INTERNATIONAL AUDITOR

The board of directors (the "Board") of Jiangsu Lopal Tech. Co., Ltd. (the "Company", together with its subsidiaries, the "Group") announces that resolutions in relation to (1) proposed amendments to the articles of association of the Company (the "Articles of Association"), proposed change of the business scope and (2) proposed appointment of international auditor were considered and approved on the 28th meeting of the 4th session of the Board held on December 9, 2024, pursuant to which, the Company intends to put forward to the shareholders of the Company (the "Shareholders").

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I. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Board proposes to make amendments to the Articles of Association to reflect the changes in the registered capital as a result of the listing of the H shares of the Company and the scope of business of the Company and the completeness of the Articles of Association. The proposed amendments to the Articles of Association are subject to Shareholders' approval by way of a special resolution at the extraordinary general meeting (the "EGM") of the Company and will become effective upon the passing of the relevant special resolution at the EGM. Prior to the passing of the relevant special resolution at the EGM, the prevailing Articles of Association shall remain valid.

Detailed information of the proposed amendments is as follows:

Proposed amendments to the Articles of Association
Before the proposed amendments	After the proposed amendments
Article 3
...
After filing with the CSRC on [•] and approval by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with “Shanghai Stock Exchange”, collectively the “Stock Exchanges”) on [•], the Company initially issued to the public [•] overseas listed shares (hereinafter referred to as the “H Shares”) and over-allotted [•] H Shares. The aforesaid H Shares were listed on the Main Board of the Hong Kong Stock Exchange on [•] and [•], respectively.	Article 3
...
After filing with the CSRC on January 17, 2024 and approval by The Stock Exchange of Hong Kong Limited (hereinafter referred to as the “Hong Kong Stock Exchange”, and together with “Shanghai Stock Exchange”, collectively the “Stock Exchanges”) on October 29, 2024, the Company initially issued to the public 100,000,000 overseas listed shares (hereinafter referred to as the “H Shares”). The aforesaid H Shares were listed on the Main Board of the Hong Kong Stock Exchange on October 30, 2024.
Article 6
The registered capital of the Company is RMB[•].	Article 6
The registered capital of the Company is RMB665,078,903.

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Proposed amendments to the Articles of Association
Before the proposed amendments	After the proposed amendments
Article 14
As approved by the company registration authorities, the Company's scope of business comprises: general projects: lubricating oil processing and manufacturing (excluding hazardous chemicals) and sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); manufacturing of petroleum products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; production of chemical products (excluding licensed chemical products); sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).	Article 14
As approved by the company registration authorities, the Company's scope of business comprises: general projects: sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).
Article 19
The total number of shares of the Company is [•], all being ordinary shares.	Article 19
The total number of shares of the Company is 665,078,903, all being ordinary shares.
Article 196
Upon consideration and approval at the general meeting, these Articles of Association shall come into force and be implemented from the date when the H Shares issued by the Company are filed with the CSRC and listed on the Hong Kong Stock Exchange.	Article 196
These Articles of Association shall come into force upon consideration and approval at the general meeting.
Jiangsu Lopal Tech. Co., Ltd.
[•]	Jiangsu Lopal Tech. Co., Ltd.
December, 2024

After the proposed amendments to the Articles of Association come into effect, the full text of the revised Articles of Association will be published on the Company's website (www.lopal.com.cn) and the Hong Kong Stock Exchange's website (www.hkexnews.hk).

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II. PROPOSED CHANGE OF THE BUSINESS SCOPE

In order to cater for the business development of the Group and to optimize the governance of the Company, the Board proposes to change the scope of business of the Company. The change of the business scope is subject to Shareholders' approval by way of a special resolution at the EGM and will become effective upon completion of the relevant approval, filing and/or registration procedures in the PRC. The proposed amended scope will be: general projects: sales of lubricating oil; sales of special chemical products (excluding hazardous chemicals); sales of petroleum products (excluding hazardous chemicals); wholesales of auto parts; auto parts retail; sales of chemical products (excluding licensed chemical products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of disinfectants (excluding hazardous chemicals); technology import and export; import and export of goods; and licensed projects: production of disinfectants (excluding hazardous chemicals); road cargo transport (excluding dangerous goods) (save as licensed business, projects that are not prohibited or restricted by laws or regulations may be independently operated in accordance with laws).

III. PROPOSED APPOINTMENT OF INTERNATIONAL AUDITOR

With the recommendation of the audit committee of the Board (the "Audit Committee"), the Board resolved to propose the appointment of Moore CPA Limited ("Moore") as the international auditor of the Company for the year 2024, with a tentative total audit fee of RMB1.6 million, which is subject to the approval by the Shareholders at the EGM. The Board requests shareholders confer authorization upon the management to adjust and finalize the audit fee. This determination will be based on prevailing market conditions, the specific scope of audit services rendered, the requisite qualifications and allocation of audit personnel, the overall workload involved, and the fee structure standards set forth by the accounting firm.

In proposing the appointment of Moore as the international auditor of the Company, the Board and the Audit Committee have considered:

1. Moore acted as the international auditor and reporting accountant of the Company's initial public offering of its H Shares on The Stock Exchange of Hong Kong Limited in October 2024 and provided professional services that effectively assist the listing; and
2. to ensure the continuity of annual auditing work of the Company.

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IV. CIRCULAR AND CLOSURE OF REGISTER OF MEMBERS

The Company will put forward an ordinary resolution for proposed appointment of Moore as international auditor of the Company, and a special resolution for proposed amendments to the Articles of Association and proposed change of the business scope for the Shareholders to consider and, if thought fit, approve at the EGM.

For the purpose of determining the eligibility to attend and vote at the EGM, which is expected to schedule to be held on December 30, 2024, the register of members of the Company will be closed from December 23, 2024 to December 30, 2024, both days inclusive. During such period, no transfer of the Company’s H shares will be registered. Holders of the H shares of the Company whose names appear on register of members of H shares of the Company on December 23, 2024 will be entitled to attend the EGM. In order to be eligible to attend and vote at the EGM, holders of H shares of the Company whose transfers of shares have not been registered shall deposit the transfer documents together with the relevant share certificates with the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on December 20, 2024.

A circular containing, among other things, details of the proposed amendments to the Articles of Association, proposed change of the business scope, proposed appointment of international auditor of the Company and the notice of the EGM, is expected to be despatched to the Shareholders on or around December 10, 2024.

By order of the Board
Jiangsu Lopal Tech. Co., Ltd.
SHI Junfeng
Chairman

Nanjing, PRC
December 9, 2024

As at the date of this announcement, the Board comprises Mr. SHI Junfeng, Mr. LU Zhenya, Mr. QIN Jian, Mr. SHEN Zhiyong and Mr. ZHANG Yi as executive directors of the Company; Ms. ZHU Xianglan as non-executive director of the Company; Mr. LI Qingwen, Mr. YE Xin, Ms. GENG Chengxuan and Mr. HONG Kam Le as independent non-executive directors of the Company.

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