Transwarp Technology (Shanghai) Co., Ltd. (“TRANSWARP”) has released an updated Articles of Association that will take effect upon the forthcoming listing of its H-shares on the Hong Kong Stock Exchange (HKEX). The document sets out the company’s capital profile, corporate-governance architecture, shareholder rights and profit-distribution principles.
Share Capital and Issuance • TRANSWARP is a joint-stock company with registered capital denominated in RMB 1 per share. • Prior to its STAR Market debut on 18 October 2022, the company issued 30.21 million A-shares. • Following CSRC registration and HKEX approval, TRANSWARP plans an initial public offering of H-shares (size to be confirmed at listing). All outstanding shares are ordinary shares; there are no other share classes. • Shares are fully paid-in, registered and — for H-shares — to be held primarily through Hong Kong Securities Clearing Company’s nominee structure.
Capital Management Mechanisms • Shareholder approval is required for increases, reductions or repurchases of share capital, except in limited cases authorised to the Board. • Aggregate financial assistance for third-party share purchases is capped at 10 % of issued capital. • Treasury shares acquired under employee stock-ownership plans, bond conversions or market-stabilisation may not exceed 10 % of issued capital and must be transferred or cancelled within three years.
Governance Structure • The Board comprises 9–15 directors, with at least one-third independent; one director is elected by employees. • A single-tier Board model replaces the traditional Board of Supervisors: an Audit Committee, made up entirely of non-executive directors (a majority independent), assumes supervisory functions. • The Board also establishes Strategy, Nomination, and Remuneration & Appraisal Committees. • Directors serve three-year terms and may be re-elected; independent directors’ consecutive tenure is capped at six years. • The Board elects one chairman; if absent, a director chosen by a majority of directors presides. • The company defines extensive fiduciary and diligence obligations and sets out detailed conflict-of-interest and related-party transaction rules.
Shareholder Rights and Meetings • All shareholders have equal rights per share; each share carries one vote. • Annual general meetings (AGMs) are held within six months of fiscal year-end; extraordinary meetings must be convened within two months when trigger events occur (e.g., losses equalling one-third of share capital or shareholder request by ≥ 10 % holders). • Small and medium investors’ votes are counted separately on material matters. • Shareholders holding ≥ 1 % may submit proposals; those holding ≥ 10 % for ≥ 90 days may convene meetings if the Board fails to act.
Profit-Distribution Policy • After statutory appropriations, cash dividends are prioritised. • Over any three-year period, cumulative cash payouts will be at least 30 % of average distributable profit, subject to operating cash-flow and capital-expenditure needs. • When the company is in a mature phase without major capex, at least 80 % of distributable profit should be paid in cash; this ratio may adjust (minimum 20 %) for growth phases with high investment requirements. • Dividend distribution must be completed within two months of shareholder approval.
Audit and Internal Control • An accounting firm is appointed annually by shareholders; fees are approved by the meeting. • An internal audit department, reporting to the Board via the Audit Committee, oversees risk management and internal-control evaluations. • If assets are insufficient during liquidation, the liquidation team must petition the court for bankruptcy proceedings.
Other Provisions • The Articles confirm one share, one vote; limitation of directors’ liability does not extend to intentional misconduct; and clarify procedures for amendments, notices and dispute resolution.
These Articles articulate governance standards expected of dual-listed companies in both Shanghai and Hong Kong, aligning TRANSWARP’s corporate framework with PRC Company Law, the PRC Securities Law, STAR Market rules and HKEX Listing Rules.
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