Guangdong True Health Medical Technology Development Co., Ltd. (True Health Medical, stock name: TH MEDICAL-B, 02697) has released its June 2026 Articles of Association, detailing its share capital structure, corporate governance framework and profit-distribution rules in preparation for its Main Board debut on the Hong Kong Stock Exchange scheduled for 30 June 2026. Key points are as follows:
1. Share Capital and IPO Structure • Pre-IPO share capital stands at 32.08 million ordinary shares (RMB 1.00 par value). • The company will issue 3.56 million H-shares in its initial public offering, lifting total shares to 35.65 million. • An over-allotment option allows for up to an additional 0.53 million H-shares, which would raise total shares to 36.18 million if fully exercised. • Both domestic and H-shares carry equal rights to dividends and other distributions.
2. Governance Architecture • Board of Directors comprises seven members, including a chairperson and a majority of independent non-executive directors. • The Board has established Audit, Nomination and Remuneration & Appraisal Committees. The Audit Committee will also fulfil supervisory functions stipulated by China’s Company Law. • Independent non-executive directors must constitute at least one-third of the Board; their tenure is limited to a six-year term before re-election procedures under Hong Kong Listing Rules. • Directors, senior management and shareholders face strict related-party transaction recusal rules; connected resolutions require approval by a majority of non-connected directors or two-thirds of non-connected shareholders.
3. Share Transfer & Lock-Up • Founding shareholders’ pre-IPO shares are locked for 12 months post-listing. • Directors and senior management may not transfer more than 25% of their holdings annually during their term; no sales permitted within 12 months after resignation if leaving within one year of listing.
4. Profit Distribution Framework • At least 10% of annual after-tax profit is allocated to the statutory reserve until it reaches 50% of registered capital. • Dividends may be paid in cash, shares or a combination; cash is prioritised. • Distribution must be completed within two months after shareholder approval. • Shareholders receive dividends in proportion to shareholding; treasury shares are excluded.
5. Capital Management • The company may repurchase up to 10% of issued shares under specified conditions, subject to Board or shareholder approval depending on the purpose. • Capital increases can be executed via public or private placements, bonus issues or reserve conversions, subject to shareholder approval.
6. Dissolution & Liquidation • Grounds for dissolution include expiration of business term, shareholder resolution, merger/division, licence revocation or court order. • A liquidation committee, primarily comprising directors, must be formed within 15 days of a dissolution trigger.
7. Compliance & Effective Date • The Articles align with China’s Company Law, Securities Law and Hong Kong Listing Rules. • The document takes effect on the company’s Hong Kong listing date; prior versions will simultaneously cease to apply.
The detailed Articles set the legal and operational framework for True Health Medical’s transition to a publicly traded company, offering investors clarity on governance standards, shareholder protections and future capital actions.