FS.COM Limited (stock code: 03355) has published its complete Articles of Association in preparation for its Hong Kong Main Board listing. The document outlines the company’s capital structure, governance model, shareholder rights and financial management protocols. Key points are highlighted below.
Share Capital and Promoters • The company was converted from Shenzhen Yuxuan Network Technology Co., Ltd. with an initial 60.00 million ordinary shares at a par value of RMB1.00 each. • Founder Xiang Wei holds 35.72 million shares (59.53%), while the two largest institutional promoters—Gongqingcheng Fupeng Hongxiang No. 3 and Ningbo Meishan Bonded Port Area Fupeng Hongxiang No. 8—own 6.90 million shares (11.50%) and 3.07 million shares (5.11%) respectively. • The top five promoters collectively control 49.75 million shares, equivalent to 82.78% of the current registered capital.
Planned H-share Offering • Upon completion of the proposed Hong Kong IPO, FS.COM will introduce overseas-listed shares (H shares). Final post-listing share numbers will depend on the issue size and any over-allotment option; all H-share figures are therefore left open for regulatory insertion. • Domestic and overseas shares will carry identical dividend rights, while share transfers will follow Hong Kong Stock Exchange rules for H shares and domestic regulations for on-shore shares.
Robust Shareholder Protections • Shareholders holding at least 1% of voting shares for 180 consecutive days may inspect accounting records, initiate derivative litigation or propose agenda items for a general meeting. • Any director, supervisor or senior executive who causes losses through breach of duties is liable for full compensation; controlling shareholders and de facto controllers bear joint liability if they instigate misconduct. • Directors, supervisors and senior management must not transfer more than 25% of their equity holdings in any 12-month period and face a six-month lock-up after departure.
Governance Structure • Board of Directors: Chaired by a single chairperson, the board establishes audit, strategy, nomination and remuneration committees; independent non-executive directors must constitute a majority on key committees. • Supervisory Committee: Comprises three members (two shareholder representatives and one employee representative) empowered to convene extraordinary general meetings and examine financial statements. • Party Organization: A Communist Party of China committee will be embedded within the company, as required under PRC corporate law.
Financial Policy and Dividend Framework • At least 10% of annual after-tax profit will be transferred to the statutory reserve until that reserve reaches 50% of registered capital. • Profit distributions after reserve appropriations must be pro-rata unless unanimously agreed otherwise by shareholders. • External guarantees exceeding thresholds—such as 10% of net assets for a single guarantee or 30% of total assets in aggregate—require prior shareholder approval.
Capital Changes and Liquidation • Any merger, demerger, capital increase or reduction must follow statutory creditor-notification procedures and obtain general meeting approval, unless the transaction falls below specified asset or consideration limits. • Upon dissolution, a liquidation committee formed by directors will settle debts, dispose of assets and file for deregistration; if liabilities exceed assets, the committee must petition the court for bankruptcy proceedings.
Information Disclosure • Annual reports and audited financial statements will be dispatched to H-shareholders at least 21 days before each annual general meeting and simultaneously posted on both the Hong Kong Stock Exchange and company websites.
The Articles of Association take effect on the date FS.COM’s H shares commence trading on the Hong Kong Stock Exchange. These provisions collectively establish the corporate governance and compliance framework for the company’s forthcoming status as a dual-share class public entity.