Tianjin Construction Development Group Co., Ltd. (TJCD, HKEX: 02515) has disclosed its Articles of Association, laying out its corporate structure, capital framework and shareholder-protection mechanisms as the company debuts on the Hong Kong Main Board.
Key corporate profile • Legal form: joint-stock company with perpetual existence, incorporated by full conversion. • Registered capital: RMB 268.28 million. • Listing status: 53.95 million H-shares issued for Hong Kong IPO; total shares in issue on listing date (23 Apr 2024) reached 215.79 million. • Share classes: all registered ordinary shares; domestic shares may be converted into H-shares subject to regulatory approvals.
Share capital management • Board may issue new shares up to 50 % of existing share capital within three years under shareholder mandate. • Share repurchases permitted under seven defined scenarios, including capital reduction, employee incentive plans and convertible bond conversion; aggregate treasury holding capped at 10 % of issued shares with strict cancellation/transfer timelines. • Equity transfers: pre-IPO shares locked for 12 months; directors, supervisors and senior management face 25 % annual disposal cap and additional holding periods on appointment and departure.
Shareholder protections • Extraordinary general meeting must be convened within two months if (i) board size falls below two-thirds, (ii) unrecovered losses reach one-third of share capital, or (iii) requested by holders of ≥10 % of shares. • Six guarantee thresholds—including any single guarantee exceeding 10 % of net assets or provision to shareholders/de facto controllers—require prior shareholder approval. • Major asset transactions exceeding 30 % of latest audited total assets must be ratified by shareholders.
Governance architecture • Board: nine directors, including three independent non-executive directors (INEDs); at least one INED must hold accounting/financial expertise and one must ordinarily reside in Hong Kong. • Key committees: Audit, Remuneration and Nomination Committees, each chaired by an INED; board resolutions on auditor appointments, CFO changes and financial disclosures require majority consent of the Audit Committee. • Supervisory Committee: three members, minimum one-third employee representatives. • Senior management: one manager (CEO equivalent), several vice presidents, CFO and board secretary; senior executives barred from holding posts in the controlling shareholder group.
Financial & dividend policy • Statutory reserve: minimum 10 % of annual after-tax profit until reserve reaches 50 % of registered capital. • Profit distribution: priority to cash dividends; after losses are covered and reserves appropriated, residual profits are distributed pro rata. Approved cash or scrip dividends must be paid within two months of shareholder approval. • Auditor: appointed annually by shareholders; removal requires 10-day prior notice to the firm and an opportunity for representations at the meeting.
Liquidation triggers • Dissolution scenarios include expiry of operating term, shareholder resolution, merger/spin-off, license revocation or court-ordered liquidation. A liquidation committee, mainly comprising directors, must be formed within 15 days of trigger.
Disclosure & communication • All corporate communications to H-shareholders may be disseminated via the company website and HKEXnews; statutory notices can be delivered in person, by post, fax, email, WeChat, phone or public announcement.
The Articles codify TJCD’s governance standards and investor safeguards in line with PRC Company Law, CSRC rules and HKEX Listing Rules as the construction-services group begins its life as a Hong Kong-listed issuer.