Guangdong Tianyu Semiconductor Co., Ltd. (“TIANYU SEMI”) released its revised Articles of Association dated 19 May 2026, detailing the company’s capital structure, shareholder rights and internal governance mechanisms following its Hong Kong IPO in December 2025.
Key Takeaways
1. Registered Capital & Share Structure • Pre-IPO registered capital: RMB 363.20 million. • Post-IPO registered capital: – RMB 393.27 million if the over-allotment option is not exercised. – RMB 397.78 million if the over-allotment option is exercised in full. • Ordinary shares outstanding after IPO (over-allotment not exercised): 393.27 million shares, of which 58.99 million (15.00 %) are H-shares listed in Hong Kong and 334.28 million (85.00 %) are non-listed domestic shares. • If the over-allotment is fully exercised, H-shares increase to 63.50 million (15.96 %), and domestic shares remain at 334.28 million (84.04 %).
2. Founding Shareholders The company converted from Dongguan Tianyu Semiconductor Technology Co., Ltd. via an overall restructuring on 26 October 2022. Twenty-eight promoters collectively subscribed 108.97 million shares, with founder Li Xiguang holding the largest stake (30.18 %). No single promoter exceeds one-third of total shares, indicating a relatively dispersed founding structure.
3. Shareholder Rights & Restrictions • All ordinary shares carry equal rights to dividends and voting. • Founders’ and senior managers’ shares are locked for 12 months post-listing; annual disposals are capped at 25 % thereafter. • Share repurchases are permitted for capital reduction, employee incentives, convertible bond conversion and similar purposes, subject to statutory limits (maximum 10 % of total shares may be held in treasury for up to three years).
4. Board Composition & Committees • Six directors: three independent non-executive directors, one employee representative; at least one independent director must possess accounting or financial expertise. • Key committees: Audit (minimum three non-executive directors; majority independent), Nomination, Remuneration, and Strategy & ESG. • The Audit Committee replaces a statutory Supervisory Committee and oversees internal and external audits, financial disclosures and risk controls.
5. Senior Management • One general manager appointed by the Board; term of three years, renewable. • Deputy general managers, CFO and Board secretary are also classified as senior management. • Senior management may not concurrently hold administrative posts in entities controlled by the company’s controlling shareholder or actual controller.
6. Profit Distribution Policy • At least 10 % of annual after-tax profit is allocated to the statutory reserve until it reaches 50 % of registered capital. • Remaining distributable profit is available for cash or scrip dividends; the Board must execute an approved dividend within two months of shareholder approval. • Cash dividends to H-shareholders are declared in RMB and paid in HKD through a Hong Kong trust company acting as receiving agent.
7. Capital Transactions & External Guarantees • Any single guarantee exceeding 10 % of audited net assets, or aggregate guarantees surpassing 30 % of total assets within 12 months, require shareholder approval. • Major transactions—defined by Hong Kong Listing Rules thresholds (e.g., very substantial acquisition/disposal, reverse takeover)—must be approved by shareholders.
8. Dispute Resolution Disputes between H-shareholders and the company, its directors or domestic shareholders will be submitted to arbitration at CIETAC or the Hong Kong International Arbitration Centre, with PRC law governing.
The updated charter formalises TIANYU SEMI’s post-listing governance, clarifies shareholder protections and aligns the semiconductor maker with Hong Kong Main Board regulatory standards.
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