Sichuan Expressway Group Company Limited released an updated Articles of Association outlining comprehensive rules for governance, capital management, shareholder rights and profit distribution. Key provisions are highlighted below:

1. Capital Structure • Registered capital remains at RMB 3.06 billion, divided into A-shares listed in Shanghai and H-shares listed in Hong Kong. • Shares are freely transferable; the Company may repurchase up to 10% of outstanding shares under specified circumstances, subject to board or shareholder approval.

2. Board Composition and Committees • The Board of Directors is expanded to 12 members, including four independent directors and one employee director, each serving three-year terms. • An audit committee of four directors—three of whom are independent—assumes the former supervisory-committee functions and reports directly to shareholders. • Strategy & Sustainable Development, Nomination, and Remuneration & Appraisal Committees are formally established; each is chaired by an independent director.

3. Management and Party Leadership • A Party Committee operates alongside the Board, embedding CPC oversight in major decisions. • A general manager system with renewable three-year terms governs day-to-day operations; performance contracts and an internal audit department report to the Board.

4. Dividend Policy • Annual cash dividends are mandatory when cash flow permits, with a baseline payout of no less than 30% of distributable profit attributable to the parent company. • Interim dividends are allowed but capped at 50% of interim distributable profit. • Share dividends may supplement cash only after the cash requirement is met.

5. Shareholder Protection and Meetings • Shareholders can call an extraordinary general meeting when holding 10% or more of shares for at least 90 consecutive days. • Cumulative voting applies to director elections; connected shareholders must abstain from voting on related-party transactions. • Disputes between H-share holders and the Company may be submitted to CIETAC or the Hong Kong International Arbitration Centre.

6. Mergers, Liquidation and Dissolution • Detailed procedures for merger, division, voluntary or court-ordered dissolution, and liquidation are set. • A liquidation committee must form within 15 days when dissolution events occur; creditors receive statutory notice and protection.

7. Information Disclosure and Audit • The Company will release four financial reports annually—quarterly, interim and annual—prepared under PRC GAAP and either IFRS or HKFRS. • An external audit firm, appointed by shareholders, has unrestricted access to books and must attend general meetings.

The revised charter reinforces minority-shareholder safeguards, codifies Party oversight, and tightens dividend and audit disciplines, aligning Sichuan Expressway with current PRC corporate-governance norms and Hong Kong listing requirements.