Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd. (“TONGSHIFU”) issued a complete, April 2025 version of its Articles of Association, laying the legal and governance framework for its proposed initial public offering and listing of H shares on the Stock Exchange of Hong Kong.
Key corporate particulars • Conversion & status: The company has been converted from a limited liability entity into a joint-stock company with perpetual existence. • Regulatory filings: CSRC filing has been completed; HKEX approval for the IPO has been obtained, with the effective date of the Articles tied to the day the H shares list. • Registered capital: 57.00 million shares (par value RMB1.00) are outstanding prior to the overseas offering. Share capital will expand upon completion of the H-share issue, with any over-allotment reflected in updated registered capital. • Promoters: 16 founding shareholders originally subscribed for 5.00 million shares, led by founder Yu Guang with an 83.20 % stake at inception.
Share structure & shareholder protections • Uniform rights: Each share of the same class carries identical rights; domestic shares are centrally deposited at China Securities Depository and Clearing, while H-share ownership will be maintained on an overseas register in Hong Kong. • Transfer restrictions: Pre-IPO shares are locked for 12 months after listing; directors and senior executives are further constrained to sell no more than 25 % of their holdings per year and are subject to additional lock-ups. • Financial assistance: Total financial assistance for third-party share purchases is capped at 10 % of issued capital and requires a two-thirds board vote.
Governance framework • Shareholders’ meeting: Acts as the supreme authority with defined matters requiring ordinary or special resolutions, including capital changes, major asset transactions (>30 % of total assets), equity incentive plans and external guarantees above set thresholds. • Board of directors: Nine members with at least one-third independent non-executive directors; an employee director is mandated. The board replaces the traditional supervisory board by establishing an audit committee that assumes supervisory functions. • Committees: Audit, Remuneration & Assessment, Nomination and Strategy Committees are established. The audit committee must comprise at least three non-executive directors, the majority being independents, and is empowered to approve key matters such as auditor appointments and related-party transactions. • Chairman & CEO roles: The board elects a chair; the general manager (CEO) reports to the board and may concurrently serve as a director, but executives may not exceed half of total board seats.
Financial policy & profit distribution • Reserve allocations: At least 10 % of annual after-tax profit is allocated to the statutory reserve until it equals 50 % of registered capital. • Dividend timeline: Once a profit-distribution plan is approved by shareholders, payment (cash or scrip) must be completed within two months. • Internal audit: A dedicated internal audit function, overseen by the audit committee, is responsible for evaluating financial reporting, internal control and risk management.
Liquidation & dissolution • Dissolution triggers include term expiry, shareholder resolution, regulatory revocation, or court-ordered liquidation. A director-led liquidation committee must be formed within 15 days of any dissolution event.
Compliance adviser • A standing Compliance Adviser, as required by the Hong Kong Listing Rules, will guide the board on disclosure, transactions, and regulatory enquiries on an ongoing basis.
The Articles of Association become effective upon the listing of TONGSHIFU’s H shares and supersede all previous versions, providing investors with a transparent framework for corporate governance, shareholder rights and statutory compliance ahead of the company’s Hong Kong debut.
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