Shenwan Hongyuan Group Co., Ltd. (“the Company”) has released a revised version of its Articles of Association. The document details a comprehensive framework for the Company’s corporate governance, share capital structure, management policies, and other key operational mechanisms.
The revised Articles confirm the Company’s registered Chinese name as 申萬宏源集團股份有限公司 and detail its registered capital of RMB25,039,944,560. The Company is authorized to issue ordinary shares, including domestic shares and overseas listed foreign shares (H shares). As stated in the document, there are 25,039,944,560 shares in total, with 90% designated as domestic shares and 10% as H shares.
Key governance provisions include: • The general meeting remains the highest authority; decisions on major matters such as profit distribution and significant investments are subject to shareholder resolutions. • The Board of Directors oversees operations, with committees such as the Audit Committee and the Risk Control Committee providing support. Directors are elected for three-year terms. • The Company’s general manager serves as its legal representative and is appointed by the Board. The Company does not set up a supervisory committee; instead, the Audit Committee fulfills supervisory responsibilities under Chinese law. • Specific guidelines govern share ownership changes, share buybacks, and the handling of major corporate actions like mergers, divisions, liquidation, and reduction or increase of registered capital. • The Party Committee plays a leadership role in major strategic decisions, providing direction on significant operational matters.
The revised Articles also specify that all financial disclosures shall be prepared under both PRC and international accounting standards, emphasizing transparency and compliance. The updated document clarifies procedures on profit distribution, risk management requirements, and the responsibilities of the Board, the general manager, and other senior management in managing the Company’s daily operations.
This revision took effect upon approval by the general meeting. The Company has indicated that the revised Articles of Association will serve as the governing framework for future governance and operational activities, providing more defined procedures and responsibilities for all corporate entities involved.