USAS Building System (Shanghai) Co., Ltd. (“USAS Building System”) has released its updated Articles of Association (effective March 2026), providing detailed disclosure on capital structure, corporate governance, shareholder rights and profit-distribution principles.

Key Highlights

1. Capital Structure and Listing Status • Registered capital is set at RMB 120.55 million, represented by 120,550,005 ordinary shares with a par value of RMB 1 each. • All outstanding shares are H-shares, listed on the Main Board of the Hong Kong Stock Exchange on 30 December 2025 following an IPO of 24.60 million shares. • Promoter shareholdings were led by Broad Vision International Group Limited (69.48 million shares, 77.20%), followed by Sunny International Inc. Limited (15.26 million shares, 16.95%).

2. Share Issuance, Repurchase and Conversion • The Board may issue additional shares—up to 50 % of existing share capital within three years—subject to shareholder authorisation. • Share repurchases are permitted for capital reduction, employee incentives, bond conversion or other scenarios allowed by PRC law and Hong Kong Listing Rules; total treasury shares must not exceed 10 % of issued shares. • Domestic shares can be converted into overseas listed shares without requiring separate shareholder approval once statutory procedures are completed.

3. Governance Structure • Board composition: 7–9 directors, with at least one-third (and minimum three) serving as independent directors; at least one independent director must have accounting expertise and one must be ordinarily resident in Hong Kong. • The company has no supervisory board; oversight duties are performed by the Board Audit Committee, empowered to inspect finances, convene shareholder meetings and initiate litigation on the company’s behalf. • Specialised committees—Strategy, Audit, Remuneration & Assessment, and Nomination—support the Board; independent directors must form the majority in the Audit, Nomination and Remuneration committees.

4. Profit-Distribution Policy • Subject to statutory appropriations, the company targets annual cash dividends of no less than 20 % of distributable profit, with a three-year cumulative payout ratio of at least 30 %. • Interim cash dividends may be declared if profitability, audit opinion and liquidity requirements are satisfied.

5. Shareholder Rights and Meetings • Shareholders exercise voting rights proportionate to shareholdings (one share, one vote). • Annual general meetings are held within six months after each fiscal year-end; extraordinary meetings can be convened under prescribed triggers, including requests by holders of at least 10 % of voting shares. • Major transactions—such as those exceeding 50 % of total assets or constituting significant related-party transactions—require shareholder approval by special resolution.

6. Information Disclosure & Investor Relations • The Board holds collective responsibility for disclosure; the Chairman is the chief officer, with the Board Secretary managing day-to-day disclosure and investor relations. • All material information must be announced promptly and fairly through the Hong Kong Stock Exchange and statutory PRC channels.

7. Dividend Safeguards and Financial Oversight • The company commits to maintaining a robust internal audit function under the Audit Committee. • Annual financial statements will be audited by an external firm appointed by shareholders; audit fees are determined by the general meeting.

The revised Articles of Association take effect upon the company’s first H-share listing and supersede all previous versions. They aim to align USAS Building System’s governance and disclosure standards with PRC corporate regulations, the Hong Kong Listing Rules and other applicable securities requirements.