Sichuan Expressway Company Limited has issued a Notice of Extraordinary General Meeting, calling shareholders to vote on a single ordinary resolution—approval of the “Remuneration Management System for Directors and Senior Management.” The meeting is scheduled for 3:00 p.m. on Monday, 29 June 2026 at Room 420, 4/F, 252 Wuhouci Da Jie, Chengdu, Sichuan Province, PRC, and voting will be conducted by open ballot on a non-cumulative basis.
Key elements of the proposed remuneration system include:
• Scope and Principles: Applicable to all board directors and senior executives, the policy ties pay to market benchmarks, company performance and individual results, while balancing incentive and restraint mechanisms.
• Governance Structure: The Board’s Remuneration and Appraisal Committee will set evaluation criteria, recommend pay levels and oversee performance reviews. Any deviation by the Board from committee recommendations must be recorded and disclosed.
• Pay Components: – Independent directors will receive fixed monthly fees only, with any expenses reimbursed by the company. – Non-executive directors without management roles will not receive remuneration. – Executive directors and senior management will receive a mix of basic salary, performance-linked pay (minimum 50 % of total cash compensation) and potential medium-/long-term incentives such as share options or restricted shares.
• Payment and Adjustment: A portion of performance pay is deferred until after audited annual results and performance appraisals are finalised. Compensation levels may be revised to reflect operating conditions, and special rewards or penalties can be introduced with Board approval.
• Clawback Mechanism: Overpayments arising from financial restatements, fraud or other non-compliant acts will be reclaimed. Unpaid incentives may be suspended or reduced in cases of misconduct that result in corporate losses.
For voting eligibility, the H-share register will close from 24 to 29 June 2026; share transfers must be lodged by 4:30 p.m. on 23 June 2026. Shareholders on record as of 24 June may attend in person or by proxy, and all resolutions will be decided by poll in accordance with Hong Kong Listing Rules.