Xin Lang Cai Jing·2025-09-10 12:55Core Viewpoint - The company, CIMC Vehicles (Group) Co., Ltd., has approved a new set of articles of association at its second extraordinary general meeting in 2025, detailing regulations on organizational behavior, management, and share issuance and transfer [1]. Group 1: Company Structure and Share Issuance - CIMC Vehicles was established on October 23, 2018, with a registered capital of RMB 1,874,124,420 [1]. - The company has issued A-shares and non-listed foreign shares, with A-shares totaling 1,453,680,000 shares, accounting for 77.57% of total issued shares, and non-listed foreign shares totaling 420,444,420 shares, accounting for 22.43% [1]. - The company has undergone multiple share changes, including the completion of its initial public offering of H-shares on July 11, 2019, and A-shares on July 8, 2021, with H-shares delisted from the Hong Kong Stock Exchange on June 3, 2024 [1]. Group 2: Governance and Decision-Making - The shareholders' meeting is the company's power institution, responsible for electing and replacing directors and approving profit distribution plans, with special resolutions required for significant matters like capital changes and amendments to the articles of association [2]. - The board of directors consists of 9 members, including 3 independent directors, and is responsible for convening shareholders' meetings and executing their resolutions [2]. - The company has established specialized committees under the board, including audit, compensation, nomination, strategy and investment, and risk control committees, each with defined responsibilities [2]. Group 3: Financial Management and Profit Distribution - The company adheres to a financial accounting system and is required to submit and disclose annual and interim reports [2]. - When distributing after-tax profits, the company must allocate a legal reserve and may also allocate discretionary reserves upon shareholder approval [2]. - The company implements a stable profit distribution policy, prioritizing cash dividends when conditions are met, and may distribute dividends in cash, stock, or a combination of both [2]. Group 4: Operational Regulations - The new articles of association also outline regulations for company mergers, divisions, capital increases, reductions, dissolution, liquidation, amendments to the articles, and dispute resolution, providing a solid institutional guarantee for the company's standardized operation and long-term development [3].