Shenzhen Transsion Holdings has released its updated Articles of Association, setting the corporate framework that will govern the company once its H shares commence trading on the Main Board of the Hong Kong Stock Exchange in October 2026. The document, applicable upon issuance and listing of H shares, aligns Transsion’s governance, disclosure and capital-market practices with both PRC company law and Hong Kong listing requirements. Key provisions are outlined below.
Capital Structure and Share Details • Following the initial H-share offering (assuming the over-allotment option is not exercised), total issued share capital will reach 1.24 billion ordinary shares—comprising 1.15 billion A-shares listed in Shanghai and 86.65 million H-shares to be listed in Hong Kong. • Shares are registered and may be transferred in accordance with PRC and Hong Kong securities regulations; A-shares will be lodged with CSDC (Shanghai), while H-shares may be held via HKSCC’s nominee structure. • The Articles explicitly prohibit the company from accepting its own shares as pledge collateral and set out circumstances under which share repurchases are allowed, including employee incentives and capital reduction, with a 10% cap on treasury shares.
Shareholder Rights and Meetings • Shareholders gain statutory rights to dividends, voting, supervision and inspection of corporate documents, and proportional participation in residual asset distribution upon liquidation. • Annual general meetings must be held within six months after each fiscal year-end; extraordinary meetings must be convened within two months under specified triggers, including when losses reach one-third of total share capital or when 10% of shareholders demand a meeting. • One share equals one vote, with mandatory separate vote counts for minority investors on material matters. Related shareholders must abstain from voting on connected-party transactions.
Governance Framework • The board comprises 10 directors, including at least four independent directors (≥ one-third of the board). At least one independent director must possess appropriate accounting or financial expertise. • The board establishes four special committees—Strategy & Sustainable Development, Audit, Remuneration & Appraisal, and Nomination. Independent directors chair the latter two; the Audit Committee consists solely of non-executive directors, with an accounting professional as convener. • The chairperson of the board is the legal representative and may approve certain transactions below thresholds set for full board or shareholder approval.
Transaction and Guarantee Thresholds • General-meeting approval is required for: – Any single external guarantee exceeding 10% of net assets or any guarantee for shareholders, de facto controllers or their related parties. – Cumulative external guarantees exceeding 50% of net assets or 30% of total assets. – Related-party transactions (excluding guarantees) ≥1% of total assets and >RMB30 million. – Asset or equity transactions where assets, revenue or profits involved reach 50% of key size tests. Board approval suffices for lower-tier transactions, while the chairperson may authorise de minimis dealings under specified caps.
Profit Distribution Policy • Cash dividends are prioritised. When conditions permit, at least 10% of annual distributable profit must be paid in cash. • The board may propose interim dividends subject to shareholder mandate and financial position. • Dividend decisions require board approval, Audit Committee endorsement and shareholder ratification, with full disclosure of rationale, standards and minority-shareholder protections.
Internal Controls and Audit • The company will operate an internal audit department reporting to the Audit Committee, responsible for financial review, risk management and internal control evaluations. • An external auditor is engaged annually; appointment, dismissal and remuneration fall under shareholder authority.
Dissolution, Liquidation and Capital Changes • Triggers for dissolution include term expiry, shareholder resolution, merger/division, licence revocation or court order. Directors are designated as liquidation obligors. • Mergers, divisions and capital changes require creditor notification within 10 days and public announcements within 30 days; creditor protections follow PRC legal standards.
Effective Date • The revised Articles take effect upon shareholder approval via special resolution and the official listing of Transsion’s H shares on the Hong Kong Stock Exchange, replacing the previous version in entirety.
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