SHIMAO ENERGY(SH:605028) Xin Lang Cai Jing·2025-09-10 03:05Core Points - Ningbo Shimao Energy Co., Ltd. has released its updated articles of association, detailing regulations on organization, shareholder rights and obligations, share management, and financial systems [1] Share Structure and Management - The company initially issued 120 million ordinary shares, with Ningbo Shimao Investment Holding Co., Ltd. holding 96 million shares (80%), Ningbo Shimao Copper Co., Ltd. holding 12 million shares (10%), and two individuals each holding 6 million shares (5%) [2] - The total number of issued shares is now 160 million, all of which are ordinary shares [2] - The company has clear regulations for share increase and repurchase, allowing capital increase through public or private offerings, while share repurchase is restricted except in specific circumstances [2] - Shares issued before the public offering cannot be transferred within one year of listing, and directors and senior management are limited in their share transfers during their tenure [2] Shareholders and Shareholders' Meeting - The company maintains a shareholder register based on certificates provided by the securities registration and settlement institution, with shareholders enjoying rights such as dividend distribution and the right to convene meetings [3] - The shareholders' meeting is the company's authority body, held annually and must convene within six months after the end of the previous fiscal year [3] - The meeting has the power to elect directors, approve reports, and make decisions on significant matters like capital changes, with strict approval requirements for external guarantees exceeding 50% of the latest audited net assets [3] Board of Directors and Senior Management - The board consists of five directors, including two independent directors, and is responsible for convening shareholders' meetings and executing resolutions [4] - The chairman is elected by the board and oversees meetings, while the board must meet at least twice a year [4] - Senior management includes the general manager, deputy general managers, board secretary, and financial officer, with the general manager appointed by the board [4] Financial Accounting and Profit Distribution - The company follows legal and regulatory requirements for financial accounting, submitting annual and semi-annual reports to the China Securities Regulatory Commission and the stock exchange [5] - When distributing after-tax profits, the company must allocate 10% to statutory reserves until the total reaches 50% of registered capital, with profit distribution plans proposed by the board and approved by the shareholders' meeting [6] Mergers, Divisions, Dissolution, and Liquidation - Mergers can occur through absorption or new establishment, with certain conditions allowing for board resolution without shareholder approval [7] - In the event of dissolution, a liquidation team composed of directors will manage the process [7] - The updated articles of association provide a solid institutional guarantee for the company's standardized operation and long-term development [7]