Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd. released its revised Articles of Association dated June 2026, detailing the company’s legal framework, capital composition, corporate governance, and financial policies following its conversion to a joint-stock company and Hong Kong listing.
Key Highlights
1. Corporate Status and Capital • Converted to a joint-stock company by promotion; CSRC filing completed on 24 Feb 2026 and H-share listing on the Hong Kong Stock Exchange effective 31 Mar 2026. • Post-IPO registered capital stands at RMB 64.41 million, divided into 64.41 million shares (par value RMB1 each), comprising 62.23 million H shares and 2.18 million domestic shares. • Sixteen promoters initially subscribed 50.00 million shares; founder Yu Guang held 83.20 % prior to listing.
2. Share Administration • Share transfers follow statutory procedures; pre-IPO shares are locked up for one year from listing. Directors and senior management may not dispose of more than 25 % of their holdings within any 12-month period and are subject to further post-departure restrictions. • The company may repurchase up to 10 % of its own shares for purposes including employee incentives, convertible bond conversion, or safeguarding shareholder value.
3. Shareholder Rights and Meeting Rules • Shareholders may propose agenda items if holding ≥1 % of shares and enjoy detailed inspection rights over corporate records. • Matters such as guarantees exceeding thresholds (e.g., single guarantee >10 % of net assets, aggregate guarantees >50 % of net assets) require approval by shareholders holding at least two-thirds of voting rights. • Annual general meetings must be held within six months of each fiscal year-end; extraordinary meetings can be requisitioned by holders of ≥10 % of voting shares.
4. Board and Committee Structure • Nine-member board: at least one-third independent non-executive directors; one employee-elected director. • Independent directors possess veto rights over related-party transactions and key matters; they may convene meetings and engage external advisers independently. • Four standing committees: Audit (functions as statutory supervisory body), Remuneration & Assessment, Nomination, and Strategy. • Audit Committee consists solely of non-executive directors, at least two of whom are independent, and is chaired by an accounting professional independent director.
5. Management and Internal Controls • The chairman acts as legal representative. • The general manager oversees daily operations, subject to board oversight; appointment and dismissal of senior executives require board approval. • A permanent Compliance Adviser is mandated to ensure adherence to Hong Kong Listing Rules, particularly on disclosures, connected transactions, and use of IPO proceeds. • An internal audit function, reporting to the Audit Committee, evaluates risk management, internal control, and financial reporting; annual internal-control evaluation reports are required.
6. Profit Distribution Policy • Statutory reserve of at least 10 % of annual after-tax profit until the reserve reaches 50 % of registered capital. • Profit distribution, in cash or shares, must be executed within two months after shareholder approval.
7. Capital Changes, Merger & Liquidation • Mergers, divisions, capital increases or reductions, and liquidation follow PRC Company Law and Hong Kong Listing Rules. • Any capital reduction triggers creditor notification within ten days and public announcement within thirty days.
The updated charter, effective upon shareholder approval, supersedes previous versions and reinforces transparency, minority shareholder protection, and regulatory compliance post-listing.
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