TenNor Therapeutics (Suzhou) Limited (“TenNor Therapeutics”) has released its updated Articles of Association as it prepares for trading on the Main Board of The Stock Exchange of Hong Kong (HKEX) under stock code 06872. Key take-aways are as follows:
Corporate Profile and Listing Timeline • TenNor Therapeutics was incorporated in June 2025 as a joint-stock limited company with perpetual existence. • The company obtained China Securities Regulatory Commission clearance on 30 Jan 2026 and secured HKEX approval on 21 May 2026. • An initial public offering of 8.86 million H-shares (par value RMB 1.00 each) brought total issued shares to 52.33 million. Trading commenced on 22 May 2026. • Pre-IPO registered capital stood at RMB 43.47 million; post-IPO share capital totals 52.33 million shares, all ordinary shares.
Share Structure and Major Founders • At incorporation TenNor issued 41.20 million shares to 40 founding shareholders. The five largest initial holders were: – Cumbre IP Ventures (6.15 million shares, 14.93%) – WuXi PharmaTech Healthcare Fund I (2.85 million, 6.91%) – Immense Vantage (2.45 million, 5.95%) – Suzhou Industrial Park Origin Ventures (2.20 million, 5.35%) – Suzhou Danyuan Kangnuo Partnership (2.18 million, 5.29%)
Share Issuance, Conversion and Repurchase • Shares are issued as registered shares; H-shares are held via Computershare Hong Kong Investor Services while domestic shares are deposited with China Securities Depository and Clearing. • The Board may issue up to 50% of existing share capital within three years, subject to Hong Kong Listing Rule requirements. • The company may repurchase up to 10% of issued shares for employee incentives, bond conversions, capital reduction or other purposes allowed by law. Repurchases must follow HKEX and CSRC regulations.
Shareholder Rights and Restrictions • Each share carries one vote; directors, senior management and ≥5% shareholders face six-month trading lock-up periods for buy-and-sell transactions. • Shareholders holding at least 3% of shares for 180 days may inspect accounting books and, under specific conditions, may initiate derivative litigation on the company’s behalf. • Connected shareholders must abstain from voting on related-party transactions; resolutions pass only with a majority of non-connected shareholder votes.
Board Composition and Committees • The Board consists of seven directors, including three independent non-executive directors—one with requisite accounting expertise per HKEX rules. • A chairman serves as legal representative. • Three special committees operate under the Board: Audit (takes over supervisory functions), Nomination, and Remuneration & Appraisal. • The Audit Committee comprises three non-executive directors and oversees financial reporting, internal control and auditor engagement.
Profit Distribution Framework • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Cash dividends are prioritized; the company targets at least one annual cash dividend when distributable profit and cash flow permit. Interim cash dividends may be proposed depending on performance and liquidity. • Shareholders may also receive stock dividends when operations are robust and share capital expansion is deemed appropriate.
Dissolution & Liquidation Provisions • The Articles outline triggers for dissolution—including shareholder resolution, regulatory revocation or court order—and set a 15-day deadline to form a liquidation committee when required. • Creditors must be notified within 10 days and claims registered within statutory periods. Remaining assets, post-debt settlement, are distributed pro-rata to shareholders.
Implementation The revised Articles become effective upon TenNor Therapeutics’ H-share listing, superseding all prior versions and filing with the Suzhou Industrial Park Market Supervision Administration.