HUALU-HENGSHENG(SH:600426) Xin Lang Cai Jing·2025-11-18 09:54Core Viewpoint - Shandong Hualu Hengsheng Chemical Co., Ltd. has revised its articles of association to optimize its governance structure, including the establishment of an audit committee in place of a supervisory board, which aims to enhance decision-making efficiency and governance effectiveness [1][2]. Governance Structure Adjustments - The most significant change in the revised articles is the optimization of the governance structure, where the supervisory board is replaced by an audit committee composed of 3 to 5 non-executive directors, with a majority being independent directors led by a professional accountant [2]. - The board will consist of 11 directors, including 4 independent directors (36.4%) and 1 employee representative, with the party committee's leadership integrated into the governance structure [2]. Capital and Share Management Rules - The current registered capital of Hualu Hengsheng is 2.123 billion yuan, with a total of 2.123186662 million shares, all of which are ordinary shares [3]. - The articles strengthen restrictions on share transfers, limiting annual transfers by directors and senior management to 25% of their total holdings, and imposing a six-month restriction on transfers after leaving the company [3]. Decision-Making Authority Allocation - The new articles clarify the decision-making authority between the board and the shareholders' meeting, establishing a layered decision-making mechanism [4]. - Specific transaction matters requiring board approval include transactions exceeding 10% of total assets or 10% of net assets with an absolute amount exceeding 10 million yuan [4]. Profit Distribution Policy Clarification - The articles detail the profit distribution policy, prioritizing cash dividends, with specific ratios based on the company's maturity and investment plans [5][6]. - The company must distribute at least 30% of the average distributable profit in cash over the last three years, with mid-term dividends also permitted [6]. Investor Protection Mechanisms Enhancement - To protect minority shareholders' rights, the articles stipulate that shareholders holding more than 3% for 180 consecutive days can access accounting records [7]. - The company will establish an investor relations management system to ensure shareholder communication and information rights [7].