Hangzhou Tongshifu Cultural and Creative (Group) Co., Ltd. released its 2025 AGM circular outlining ten resolutions to be tabled on 26 June 2026 in Jiande City, Zhejiang.

Key financial and governance items:

1. Profit distribution • Despite turning profitable in 2025, the Board proposes no final dividend, citing capital needs for offline-store rollout, supply-chain upgrades, capacity expansion and R&D. • A new dividend policy is up for approval: when conditions permit, Tongshifu will pay at least one cash dividend a year, with the total payout no less than the lower of (i) 20% of net profit attributable to shareholders or (ii) 20% of net cash and cash equivalents. Eight financial tests, including two-year positive adjusted profits, a gearing ratio ≤ 50 % and a post-payment cash ratio ≥ 1, must be met.

2. Auditor re-appointment • Deloitte is nominated for 2026. • 2025 audit fees totalled RMB 7.95 million, of which RMB 1.95 million related to the annual report; the balance covered IPO work. • 2026 audit fees are estimated at RMB 3.00 million–3.30 million.

3. Directors’ remuneration for 2026 • Executive directors will continue to receive salary plus performance-linked bonuses. • Each independent non-executive director will receive RMB 90,000. • Non-executive directors will not be remunerated.

4. Capital mandates • General mandate to issue up to 6.44 million H shares—10 % of Tongshifu’s 64.41 million issued shares—plus related warrants or convertible instruments. • Parallel mandate to repurchase up to the same 6.44 million H shares; repurchased stock may be cancelled or retained as treasury shares.

5. Articles of Association amendments • Update registered capital to RMB 64.41 million, reflecting IPO completion (62.23 million H shares and 2.18 million domestic unlisted shares). • Reduce Audit Committee meeting frequency from at least four to at least two per year. • Additional amendments will be triggered if the planned full circulation converts all remaining domestic shares into H shares, making the entire share capital overseas-listed.

6. Other AGM matters • Board report and 2025 annual report adoption. • Closure of member register: 23 – 26 June 2026. • Shareholders will also vote on a new dividend policy, share mandates and Articles revisions.

Tongshifu’s share capital structure and proposed mandates position the group for flexible financing and potential buy-backs while the newly introduced dividend framework sets out clear, quantified return targets once expansion spending eases.