Antong Holdings(SH:600179) Xin Lang Cai Jing·2025-10-29 11:50Core Viewpoint - Antong Holdings Co., Ltd. has revised its Articles of Association to enhance governance structure, equity management, and financial systems, laying a solid foundation for sustainable development [1][5]. Company Overview and Share Structure - Antong Holdings, originally Heilongjiang Heihua Group Co., Ltd., was established in September 1998 and listed on the Shanghai Stock Exchange on November 4, 1998, with a current registered capital of 4.23 billion yuan [2]. - The company focuses on container shipping logistics, integrating water, land, and rail transport resources to provide comprehensive logistics solutions, excluding hazardous materials storage [2]. - All shares are ordinary shares, with a stipulation that the company and its subsidiaries cannot provide financial assistance for acquiring shares through gifts, loans, or guarantees unless approved by a special resolution of the shareholders' meeting or board of directors, with total financial assistance not exceeding 10% of total share capital [2]. Governance Structure: Strengthening Board Decision-Making and Risk Control - The Articles detail the governance structure, clarifying the responsibilities of the shareholders' meeting, board of directors, and senior management [3]. - The board consists of 9 directors, including 1 employee director, with independent directors making up at least one-third of the board [3]. - Key powers include formulating business plans, investment proposals, and profit distribution plans, with significant matters requiring approval from two-thirds of the board [3]. - Ordinary resolutions require a majority of voting rights, while special resolutions need two-thirds approval for major issues like capital changes and amendments to the Articles [3]. - Risk control measures include requiring shareholder approval for guarantees exceeding 10% of the latest audited net assets and limiting share buybacks to specific circumstances [3]. Financial System and Profit Distribution: Cash Dividend Ratio Not Less Than 30% - The Articles specify profit distribution principles, emphasizing returns to investors [4]. - Cash dividends are prioritized when distributable profits are positive, cash flow is sufficient, and there are no major investment plans, with a minimum cash dividend ratio of 30% of average distributable profits over the last three years [4]. - Legal reserves are to be set at 10% of after-tax profits until they reach 50% of registered capital, after which no further reserves are required [4]. Shareholder Rights Protection and Information Disclosure - The Articles enhance the protection of minority shareholders' rights, allowing them to access company documents and financial reports [5]. - Shareholders holding more than 3% of shares for 180 consecutive days can inspect accounting books [5]. - The company has designated "China Securities Journal" as its information disclosure medium to ensure timely public announcements of significant matters [5].