Henan Senyuan Electric (SZ:002358) Xin Lang Cai Jing·2025-08-28 15:40Core Viewpoint - The recent release of the new company charter by Henan Senyuan Electric Co., Ltd. provides detailed regulations on various aspects of company organization and behavior, including share issuance and transfer, shareholder rights, and the responsibilities of the board of directors and senior management [1][14]. Company Overview and Listing History - Henan Senyuan Electric Co., Ltd. was established in 2000 with approval from the Henan Provincial People's Government and registered with the Henan Provincial Market Supervision Administration. The company issued 22 million shares of ordinary stock to the public for the first time in 2010 and was listed on the Shenzhen Stock Exchange on February 10, 2010. The registered capital is RMB 929.756977 million, and the chairman serves as the legal representative, with changes approved by a majority of the board members [2]. Share Issuance and Structure - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for similar shares. The total number of shares issued at establishment was 23,227,300, with a nominal value of RMB 1 per share. Currently, the total number of issued shares is 929.756977 million, all of which are ordinary shares [3]. Share Increase, Decrease, and Repurchase - The company can increase capital through shareholder resolutions by issuing shares to unspecified or specific objects, distributing bonus shares, or transferring capital reserves. Reducing registered capital requires following prescribed procedures. The company generally cannot repurchase its own shares, except in six specified circumstances, with clear regulations on the methods and decision-making processes [4]. Share Transfer Restrictions - Shares can be transferred legally, but the company does not accept its shares as collateral. Shares issued before public offering cannot be transferred within one year from the date of listing. There are strict restrictions on share transfers by directors and senior management, and any short-term trading profits by shareholders holding more than 5% of shares must be returned to the company [5]. Shareholder Rights and Obligations - The company maintains a shareholder register based on certificates from the securities registration and settlement institution. Shareholders enjoy rights such as dividend distribution, participation in shareholder meetings, and supervision of company operations, while also being required to comply with laws, regulations, and the company charter [6]. Shareholder Meeting Authority and Operations - The shareholder meeting is the company's governing body, responsible for electing and replacing directors, approving significant company plans, and making decisions on major matters. There are annual and extraordinary shareholder meetings, with clear regulations on the time, place, and procedures for convening. Proposals for meetings must meet specific requirements, and notifications must include details such as meeting time and location [7]. Board of Directors and Senior Management Responsibilities - The board of directors consists of 7 to 9 members, including one chairman and one employee director, with independent directors making up at least one-third of the board. The board is responsible for convening shareholder meetings, executing resolutions, and determining business plans and investment strategies. Different approval authorities apply to transactions of varying scales, and external guarantees require board or shareholder meeting approval [8]. Senior Management Responsibilities - The company has senior management positions, including a general manager, deputy general managers, a financial director, a chief engineer, and a board secretary. They must adhere to regulations regarding disqualification from serving as directors and exit management rules, and they owe duties of loyalty and diligence to the company. The general manager oversees the company's production and operational management and implements board resolutions [10]. Financial Accounting and Profit Distribution - The company establishes a financial accounting system in accordance with laws and regulations, submitting financial reports to relevant institutions on time. When distributing annual after-tax profits, the company must allocate a legal reserve and may allocate discretionary reserves based on shareholder resolutions. Reserves are used to cover losses, expand operations, or increase registered capital [11]. Profit Distribution Policy - The company implements a sustainable and stable profit distribution policy, prioritizing cash dividends. Cash dividends require positive distributable profits, sufficient cash flow, and unqualified audit reports, with annual cash distributions not less than 20% of the distributable profits. The policy may vary based on the company's development stage and funding needs, requiring board and shareholder meeting approval for formulation and amendments [12]. Other Important Regulations - The company has detailed regulations regarding mergers, divisions, capital increases, reductions, dissolution, and liquidation, along with clear guidelines on notifications and announcements. If the company's stock is delisted, it will continue trading in the over-the-counter transfer system. Amendments to the company charter require specific circumstances and procedural compliance [13].