Chengdu SIWI Science and Technology Company Limited (“Chengdu SIWI”) announced that shareholders at the 2025 Annual General Meeting held on 18 June 2026 approved a fully revised Articles of Association, effective immediately. Key highlights are as follows:
Governance Framework • Board size fixed at nine directors, comprising one chairman, up to two vice-chairmen, one employee director and at least three independent non-executive directors. • Audit, Nomination, Remuneration & Appraisal, and Strategic Development Committees established, each led by independent or non-executive directors and endowed with clearly defined mandates on oversight, selection, compensation and long-term strategy. • A Party Committee will operate alongside the board, tasked with ensuring alignment with CPC guidelines and supervising major corporate matters.
Capital Structure and Share Provisions • Registered share capital confirmed at 400 million ordinary shares with a par value of RMB 1.00 each; 60% domestic-invested shares and 40% overseas-listed H-shares (listed on the Hong Kong Stock Exchange under code 01202). • The company may increase capital through public issues, placings, bonus issues or other methods stipulated by law; any new domestic shares may be converted to H-shares without shareholder class meetings. • Share repurchases are permitted for capital reduction, mergers, employee incentive schemes, bond conversion or value protection, subject to a 10% cap on total outstanding shares when repurchased for incentives or bond conversion.
Shareholder Rights and Meetings • Ordinary shareholders retain equal voting, dividend and information rights, with minority holders (≥1%) entitled to submit resolutions at annual meetings. • Annual general meetings will be convened within six months of fiscal year-end and may be held physically, virtually or in hybrid form. • Resolutions require a simple majority, except for key matters such as mergers, capital changes or Articles amendments, which need a two-thirds majority.
Management and Control • A general manager, appointed by the board, oversees daily operations and may attend board meetings without voting rights if not a director. • A general legal adviser is mandated to participate in board, shareholder and management meetings, providing legal review on significant transactions. • Directors, senior management and their associates must disclose material interests and abstain from voting where conflicts arise; strict prohibitions are placed on loans or guarantees to insiders.
Financial Reporting and Dividend Policy • Financial statements will follow PRC accounting standards, with interim results released within three months of mid-year, and audited annual results within four months of fiscal year-end. • Dividends may be distributed in cash or shares; capital reserves include share-issue premiums and other reserves mandated by the Ministry of Finance. • Overseas H-shareholders will receive dividends via a Hong Kong-registered trustee company.
Dispute Resolution • Any dispute between H-shareholders and the company, its directors or domestic shareholders shall be resolved by arbitration through either the CIETAC or Hong Kong International Arbitration Centre, with PRC law governing.
The revised charter modernises Chengdu SIWI’s governance structure, clarifies shareholder protections and aligns capital management tools with PRC company law and Hong Kong listing requirements.