China Tourism Group Duty Free Corporation Limited (CTG Duty Free) has released its revised Articles of Association, effective June 2026, detailing updated governance arrangements, share capital information and profit-distribution rules.
Key governance provisions • Board composition: 3–13 directors, with at least three independent directors who must represent no less than one-third of the board; at least one independent director must be an accounting professional. • Audit & Risk Management Committee: assumes the supervisory role, replacing a traditional supervisory board; comprised solely of non-executive directors, with more than half being independent. • Party Committee: a 5-to-9-member CPC body established within the company, charged with ensuring alignment with state directives and oversight of major decisions. • “Moratorium upon misappropriation” mechanism: empowers the board to seek judicial freezing of controlling shareholders’ shares if company funds are improperly used. • Stricter related-party transaction controls: connected shareholders must abstain from voting; major related transactions above RMB30 million and 5 % of net assets require shareholder approval.
Capital structure • Registered capital: RMB 2.08 billion (par value RMB1 per share). • Total shares outstanding: 2,077.80 million, comprising 1,952.48 million domestic shares (93.97 %) and 125.32 million H shares (6.03 %). • Share issuance history: initial A-share listing of 880 million shares (2009); subsequent placements and bonus issues increased total shares to current level. • Share repurchase: company may buy back up to 10 % of total issued shares under specified circumstances, with strict timelines for cancellation or disposal.
Profit-distribution policy • Cash dividends prioritised; cumulative cash payouts over any three-year period must be no less than 30 % of average annual distributable profit. • Differentiated dividend thresholds: 20 %–80 % of profit, depending on development stage and capital expenditure plans. • Interim dividends permitted within limits approved by the annual general meeting. • No profit distribution allowed if year-end debt-to-asset ratio exceeds 70 % and audit opinion is unqualified with going-concern uncertainty.
Shareholder protections • Directors and senior management must avoid conflicts of interest and are liable for losses caused by breaches of duty. • Shareholders, including investor protection organisations, may initiate legal action against directors or controlling shareholders for misconduct. • Transfers of pre-IPO shares and director holdings are restricted; annual disposal capped at 25 % of holdings during tenure, and no transfers within one year of listing.
Other notable clauses • External guarantees crossing 30 % of total assets, or any guarantee to controlling shareholders or related parties, require shareholder approval. • Financial assistance to third parties must be approved if it exceeds 10 % of net assets or meets other risk-based thresholds. • The Articles mandate comprehensive internal audit, compliance and risk-management systems, with results overseen by the Audit & Risk Management Committee.
The updated Articles of Association supersede all previous versions and become the authoritative governance document for CTG Duty Free upon registration with the Beijing Municipal Administration for Market Regulation.
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