TenNor Therapeutics (Suzhou) Limited has released a draft of its Articles of Association in preparation for an H-share listing on the Main Board of The Stock Exchange of Hong Kong. Key provisions outline the company’s capital structure, governance framework, dividend policy and shareholder rights.
Company Profile and Share Capital • Incorporated in June 2025, TenNor Therapeutics is registered in the Suzhou Industrial Park, Jiangsu Free Trade Zone. • The enterprise operates as a joint-stock limited company with perpetual existence; the current registered capital stands at RMB [•]. • At establishment, 41.20 million shares were issued, all with a par value of RMB 1.00. The largest initial shareholder, Cumbre IP Ventures, holds 6.15 million shares, or 14.93 % of the total. • The company has secured a CSRC filing (30 Jan 2026) and HKEX approval to issue up to [•] H-shares overseas, with an over-allotment option that could raise the total to [•] million shares.
Share Classes and Conversion • TenNor will maintain two primary share classes: unlisted domestic shares and H-shares. • Subject to CSRC and HKEX procedures, domestic shares may be converted to H-shares without a shareholder vote.
Governance Structure • The Board of Directors will comprise seven members, including three independent non-executive directors. At least one independent director must possess professional accounting qualifications. • The Board is supported by an Audit Committee, Nomination Committee and Compensation & Assessment Committee; independent directors will form the majority on each committee. • The Audit Committee replaces a traditional supervisory board and must approve key items such as financial disclosures, auditor appointments and related-party transactions.
Shareholders’ Rights and Meetings • Shareholders may request extraordinary general meetings if they individually or collectively control at least 10 % of voting shares. • Major decisions—including amendments to the Articles, mergers, divisions, dissolution, issuance of securities and significant asset transactions exceeding 30 % of total assets—require a two-thirds majority of votes cast. • Directors with related interests must abstain from voting on relevant board resolutions.
Profit Distribution Policy • After covering losses and statutory reserves, cash dividends are prioritized when distributable profits and cash flow allow. • Conditions for cash dividends include positive distributable profit, sufficient cash and no impairment of normal operations. • The company may also distribute stock dividends when operational performance is strong and share capital scale warrants.
Capital Management • Share buy-backs are permitted for purposes such as employee incentive plans, bond conversions or preserving shareholder value, but total treasury shares must not exceed 10 % of outstanding stock and must be disposed of within three years. • External guarantees above 30 % of latest total assets, or provided to highly leveraged counterparties, require shareholder approval.
Dissolution and Liquidation • Triggers include shareholder resolutions, regulatory revocation, merger or division, or court-ordered dissolution if operations become untenable. • A liquidation group must be formed within 15 days of any dissolution event to settle debts and distribute remaining assets to shareholders pro rata.
The Articles will take effect on the company’s listing date, after which the existing charter will be void. TenNor Therapeutics must file the final document with the Suzhou Industrial Park Market Supervision Administration and disclose any amendments in line with HKEX rules.
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