TTC(SH:600326) Xin Lang Cai Jing·2025-10-30 12:47Core Viewpoint - Xizang Tianlu Co., Ltd. has revised its articles of association to optimize corporate governance, enhance shareholder rights, and support strategic transformation and diversification [1][9]. Company Overview and Shareholding Structure - The registered capital of Xizang Tianlu is RMB 1.362 billion, with a total of 1.362 billion shares, all of which are ordinary shares [2]. - The company was established by five entities, underwent three rounds of equity financing, and is currently listed on the Shanghai Stock Exchange (stock code: 600326) [2]. Corporate Governance Structure Optimization - The shareholders' meeting is defined as the highest authority, with new provisions for shareholders to access accounting books under specified conditions [3]. - Special resolutions require approval from over two-thirds of the voting rights, while ordinary resolutions need a simple majority [3]. Board of Directors and Executive Responsibilities - The board will consist of 5-9 members, including 3 independent directors and 1 employee director, with independent directors holding a majority in specialized committees [4]. - The chairman can make investment decisions up to 20% of the latest audited total assets, with a project cap of 10% of net assets [4]. Party Leadership and Social Responsibility - A dedicated chapter outlines the establishment and responsibilities of the party committee, which will participate in major decision-making processes [5]. - The company will also establish labor unions and youth organizations to ensure synchronized planning and execution of party work [5]. Financial and Profit Distribution Policy - The company has established a "cash dividend priority" principle, mandating cash dividends under certain conditions, including a minimum earnings per share of RMB 0.12 [6][7]. - Annual cash dividends must be at least 10% of distributable profits, with cumulative dividends over three years not less than 30% of average distributable profits [7]. Risk Control and Compliance Management - The articles specify that external guarantees exceeding 50% of net assets or 30% of total assets require shareholder approval [8]. - Transactions with related parties must be approved by independent directors and reviewed by the audit committee [8]. Future Development Strategy - The revised articles expand the business scope to include "energy storage technology services, charging pile sales, and electric vehicle charging infrastructure operations," indicating a strategic shift towards diversification in the "transportation + new energy" sector [9]. - The company aims to develop into a large-scale comprehensive enterprise, contributing to the economic development of the Tibet region [9].