Shuangdeng Group Co., Ltd. (“Shuangdeng”, HKEX: 06960) released its revised Articles of Association dated March 2026, outlining the company’s capital structure, governance framework and key operational rules ahead of its first full financial year as a Hong Kong-listed entity.
Capital Structure and Share Overview • Registered capital is confirmed at RMB 425.61 million, corresponding to 425.61 million ordinary shares with a par value of RMB 1 each. • Post-“full circulation”, the share base comprises 83.00 million unlisted domestic shares and 342.61 million H shares, following conversions of 275.27 million previously unlisted shares to H shares. • Shuangdeng first listed 67.34 million H shares (including 8.78 million from the over-allotment option) on the Hong Kong Main Board in August–September 2025.
Promoter Shareholding Seven individual founders subscribed to the initial 300 million shares: – Yang Shanji: 250.50 million shares (83.50%) – Six other promoters: combined 49.50 million shares (16.50%)
Governance Architecture • Shareholders’ Meeting: empowered to decide on dividends, capital changes, major asset transactions exceeding 30% of total assets, equity incentives and other key matters. • Board of Directors: nine members, including three independent non-executive directors (INEDs) and one employee director; at least one INED must possess professional accounting or financial expertise. • Specialised Committees: Strategy, Audit, Nomination and Remuneration committees instituted; the Audit Committee assumes supervisory functions under PRC Company Law. • Senior Management: one General Manager (also the legal representative), deputy GMs, a CFO and a Board Secretary. Cross-appointments from controlling shareholder entities are prohibited.
Share Capital Management • Repurchase: Allowed for seven defined purposes, including capital reduction, employee incentive schemes and convertible bond conversion, subject to a 10% cap on outstanding shares for certain categories. • Transfer Restrictions: Founders’ shares locked up for one year from listing; directors and senior management may transfer no more than 25% of holdings per year during tenure.
Profit Distribution Policy • At least 10% of annual after-tax profit to statutory reserves until the reserve reaches 50% of registered capital. • Remaining distributable profit to be paid pro rata to shareholders; dividends (cash or scrip) must be executed within two months of shareholder approval.
Audit & Disclosure • External auditor appointments require shareholder approval; tenure is one year with annual renewal. • The Audit Committee oversees internal and external audit processes and bears final responsibility for anti-money-laundering and sanctions risk management.
M&A, Capital Changes and Liquidation Detailed procedures are codified for mergers, demergers, capital increases or reductions, and liquidation, including mandatory creditor notifications and regulatory filings.
Effective Date The amended Articles take effect upon shareholder approval and regulatory filing with the Taizhou Municipal Bureau of Data.
Comments