FENGYUAN PHARMACEUTICAL(SZ:000153) Xin Lang Cai Jing·2025-11-11 13:01Core Viewpoint - Anhui Fengyuan Pharmaceutical Co., Ltd. has revised its articles of association, focusing on capital structure, governance mechanisms, profit distribution, and risk control, with a registered capital set at 464.685522 million yuan [1][7]. Capital Structure and Registered Capital Adjustment - The current total share capital of Fengyuan Pharmaceutical is 46,468.5522 million shares, all of which are ordinary shares. The share capital has evolved from an initial 20.604 million shares in 1997 to the current scale through multiple capital increases and adjustments [2]. Corporate Governance Structure Optimization - The new articles designate the general manager as the legal representative, replacing the previous arrangement where the chairman held this position. This change aims to enhance management accountability and decision-making efficiency. The board consists of six directors, including two independent directors and one employee representative, with established committees for audit, nomination, and remuneration [3]. Shareholder Rights and Decision-Making Mechanism Improvement - The revised articles strengthen protections for minority shareholders, requiring related shareholders to abstain from voting on related party transactions. Major decisions require a special resolution from the shareholders' meeting, with at least two-thirds of the voting rights [4]. Profit Distribution Policy Clarification - The new articles specify that the company will prioritize cash dividends, with a minimum annual cash dividend ratio of 10% of distributable profits when conditions are met. Over three years, cumulative cash dividends should not be less than 30% of the average annual distributable profits [5][6]. Risk Control and Compliance Management - The articles stipulate that any external guarantees exceeding 50% of the latest audited net assets or single guarantees exceeding 10% must be approved by the shareholders' meeting. The company can repurchase shares under certain conditions, with a limit of 10% of the total issued capital, requiring a two-thirds majority of the board [7].