Risen Energy(SZ:300118) Xin Lang Cai Jing·2025-08-27 16:44Core Viewpoint - The recent release of the revised articles of association by Dongfang Risen New Energy Co., Ltd. provides clear regulations on various aspects such as organizational behavior, shareholder rights, and management, ensuring a solid institutional guarantee for the company's standardized operation and long-term development [1] Share Issuance Regulations - The company adheres to the principles of openness, fairness, and justice in issuing shares, with a par value of 1 yuan per share and a total of 1,140,013,863 shares issued, all of which are ordinary shares in RMB [2] - The company can increase or decrease capital based on operational needs, with methods including issuing shares to unspecified or specified objects, distributing bonus shares, and converting reserves into share capital [2] - The company generally cannot repurchase its own shares, except in six specific circumstances, including capital reduction and mergers [2] Shareholders and Shareholder Meetings - The company maintains a shareholder register based on certificates from the securities registration and settlement institution, with shareholders enjoying rights such as dividend distribution and participation in shareholder meetings [3] - The annual shareholder meeting is held once a year, while temporary meetings are convened under specific conditions, such as insufficient board members or significant losses [3] - The shareholder meeting has broad powers, including electing and replacing directors and approving profit distribution plans, requiring a two-thirds majority for major decisions [3] Board of Directors and Senior Management - The company has a board of directors consisting of seven members, including one chairman and three independent directors, responsible for convening shareholder meetings and executing resolutions [4] - The chairman is elected by a majority of the board and can exercise certain powers during board recess [4] - Senior management includes the general manager, deputy general managers, financial officer, and board secretary, with the general manager appointed by the board and responsible for daily operations [4] Financial Accounting and Profit Distribution - The company establishes financial accounting systems in accordance with laws and regulations, submitting annual and interim reports within specified timeframes [5] - When distributing after-tax profits, the company must allocate a legal reserve and may also allocate discretionary reserves based on shareholder meeting resolutions [5] - Profit distribution can be in cash, stock, or a combination, with cash dividends prioritized, and the total cash distributed over the last three years must be at least 30% of the average distributable profit during that period [5] Mergers, Divisions, Capital Changes, and Liquidation - The company can merge through absorption or new establishment, with assets divided appropriately during a division [6] - Reducing registered capital requires notifying creditors, who have the right to demand debt repayment or guarantees [6] - In cases of dissolution due to expiration or shareholder resolutions, a liquidation process is required, managed by a liquidation team composed of directors [6] - The release of the new articles of association further enhances the governance structure of Dongfang Risen New Energy Co., Ltd., clarifying the rights and obligations of various entities, which will aid in sustainable development within a regulated framework [6]