CORUN(SH:600478) Xin Lang Cai Jing·2025-08-26 14:56Core Viewpoint - Hunan Keli Yuan New Energy Co., Ltd. has released a revised company charter that details various aspects of the company's organization, shareholder rights, and management practices [1][15]. Company Basic Information - Hunan Keli Yuan New Energy Co., Ltd. was approved by the Hunan Provincial People's Government and listed on the Shanghai Stock Exchange on September 18, 2003. The registered capital is RMB 1,665,540,916 [2]. - The company is located in the Hunan Province, with all assets divided into equal shares, and shareholders are liable for the company only to the extent of their shares [2]. Business Purpose and Scope - The company's mission is to promote national development through education and technology, enhancing the level of the new energy materials industry in China and revitalizing national industry. Its business scope includes research, development, production, and sales of new materials and new energy, as well as related technical consulting services [3]. Share Capital Regulations - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice. The total number of shares is 1,665,540,916, all of which are ordinary shares [4]. Share Issuance and Repurchase - The company can increase capital through public or private share issuance and can also reduce registered capital. Under specific circumstances, the company may repurchase its shares through various methods, including centralized bidding on the stock exchange [5]. Share Transfer Restrictions - Shares can be transferred legally, but the founding shareholders cannot transfer their shares within one year from the company's establishment. Directors, supervisors, and senior management can only transfer up to 25% of their shares annually during their tenure and cannot transfer shares within six months after leaving [6]. Shareholder Rights and Obligations - Shareholders have the right to receive dividends, participate in shareholder meetings, and exercise voting rights, while also being obligated to comply with laws and the company charter [7]. Shareholder Meeting Authority and Convening - The shareholder meeting is the company's authority body, responsible for deciding on business policies and electing directors and supervisors. Annual meetings are held once a year, while temporary meetings are convened within two months under specific circumstances [8]. Shareholder Meeting Proposals and Voting - Proposals can be made by the board of directors, the supervisory board, or shareholders holding 3% or more of the voting shares. Resolutions require a simple majority for ordinary resolutions and a two-thirds majority for special resolutions [9]. Board of Directors and Supervisory Board - The board consists of seven directors, including one chairman and one vice-chairman, responsible for convening shareholder meetings and executing resolutions [11]. - The supervisory board comprises three supervisors, with at least one-third being employee representatives, responsible for reviewing regular reports and checking financials [12]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting annual, semi-annual, and quarterly financial reports [13]. - Profit distribution is prioritized in cash, with a minimum of 10% of distributable profits allocated annually or at least 30% of the average annual distributable profits over the last three years [14]. Mergers, Divisions, Dissolution, and Liquidation - The company can merge through absorption or new establishment, and assets are divided accordingly during a division. The company may dissolve for various reasons, requiring the establishment of a liquidation group [15].