Xin Lang Cai Jing·2025-08-29 20:38Core Viewpoint - The announcement by China Merchants Port Group regarding the revision of its articles of association aims to establish a solid foundation for the company's future development, pending approval at the 2025 annual general meeting of shareholders [1][17]. Company Overview and Capital Evolution - China Merchants Port Group was established in 1993 with government approval and is listed on the Shenzhen Stock Exchange. The company has undergone multiple capital changes, including stock splits and private placements, resulting in a total share capital of 2,501,508,381 shares and a registered capital of RMB 2,501,508,381 as of June 30, 2025 [2]. Business Objectives and Scope - The company aims to become a world-class comprehensive port service provider, focusing on global port investment, development, and operations. Its business scope includes port terminal construction, management, bonded warehousing for import and export goods, and cargo handling and transshipment [3]. Share Issuance and Custody - The company issues shares in accordance with principles of openness, fairness, and justice, with all issued shares being centrally deposited at the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. [4]. Share Capital Increase and Repurchase - The company can increase its capital through various means, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into share capital, subject to shareholder approval. It may also reduce registered capital and repurchase shares under strict procedures [5]. Share Transfer Restrictions - There are clear restrictions on the transfer of shares held by directors and senior management to maintain market order and company stability [6]. Shareholder Rights and Obligations - Shareholders enjoy rights such as dividend distribution and participation in shareholder meetings, while also being obligated to comply with laws and the company's articles of association [7]. Controlling Shareholders and Actual Controllers - The controlling shareholders and actual controllers must exercise their rights and fulfill obligations lawfully, avoiding any abuse of control that could harm the company or other shareholders' interests [8]. Shareholder Meeting Authority and Operations - The shareholder meeting serves as the company's authority, responsible for electing directors and approving significant company proposals, with detailed regulations governing the meeting's procedures [9]. Party Committee and Corporate Governance - The company has established a party committee that plays a core leadership role, ensuring the implementation of national policies and participating in major decision-making processes [11]. Board of Directors and Responsibilities - The board consists of twelve directors who are responsible for convening shareholder meetings and executing resolutions. It has specialized committees, including audit and strategy committees, to fulfill specific responsibilities [13]. Senior Management - The company appoints senior management, including a CEO and COO, who must adhere to strict qualifications and responsibilities similar to those of directors [14]. Financial Accounting and Auditing - The company has established a financial accounting system and is required to submit annual and interim reports, with profit distribution policies in place [15]. Internal Audit and Accounting Firm Appointment - An internal audit system is in place to oversee business activities, with the appointment of qualified accounting firms for auditing, subject to shareholder approval [16]. Mergers, Divisions, and Liquidation - The company has clear procedures and regulations for mergers, divisions, capital increases, and reductions, ensuring legal compliance in various operational scenarios [17].