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OFFON

SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED

(338)
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Sinopec Shanghai Petrochemical : Proposed Election of Non-Independent Director, Proposed Amendments to the Articles of Association and its Appendices and Change of Joint Company Secretary and Secretary to the Board of Directors

04/28/2021 | 07:12am EDT

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(A joint stock limited company incorporated in the People's Republic of China)

(Stock Code: 00338)

Proposed Election of Non-Independent Director,

Proposed Amendments to the Articles of Association and its Appendices and Change of Joint Company Secretary and Secretary to the Board of Directors

Proposed election of Mr. Du Jun as the Non-Independent Director of the Tenth Session of the Board of Directors of the Company

On 28 October 2020, Sinopec Shanghai Petrochemical Company Limited (the "Company") convened its third meeting of the Tenth Session of the Board of Directors (the "Board") and resolved to nominate Mr. Du Jun ("Mr. Du") as a non-independent director of the Company.

The biography of Mr. Du is set out below:

Mr. Du Jun, born in March 1970, is the Deputy President and Chief Financial Officer of the Company, Chairman of China Jinshan Associated Trading Corporation ("Jinshan Associated Trading") and a Director of the Shanghai Chemical Industry Park Development Co., Ltd.. Mr. Du started his career in 1990 and has successively served as the Chief of Second Division of the Secretary of President's Office of the Sinopec Yangzi Petrochemical Company Ltd., Deputy Director of Finance Office and Deputy Director of Finance Department of Sinopec Yangzi Petrochemical Co., Ltd. From August 2004 to July 2007, he served as Director of Finance Department of Sinopec Yangzi Petrochemical Co., Ltd.. From July 2007 to August 2012, he served as Director of Finance Department of Sinopec Yangzi Petrochemical Company Limited. From August 2012 to August 2016, he served as Chief Accountant of Sinopec Yangzi Petrochemical Company Limited. From December 2015 to September 2020, he served as Supervisor of BASF-YPC Company Limited. From June 2016 to September 2020, he served as Director of Sinopec Yangzi Petrochemical Company Limited. From August 2016 to September 2020, he served as Chief Accountant of Sinopec Yangzi Petrochemical Company Limited. From September 2020, he served as the Deputy General Manager and the Chief Financial Officer of the Company. He served as the Chairman of the Jinshan Associated Trading, and as Director of the Shanghai Chemical Industry Park Development Co., Ltd. since December 2020. Mr. Du graduated from Southeast University with a Bachelor's degree in Industrial Corporate Management in 1990. He obtained a Master's degree in Business Administration (MBA) from Southeast University in 2004. He is a Professorate Senior Accountant by title.

1

Save as disclosed above, Mr. Du (i) does not and did not hold any directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas and other major appointments and professional qualifications; (ii) does not have relationships with any director, supervisor, senior management, controlling shareholder, substantial shareholder or de facto controller of the Company; and (iii) does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong). Mr. Du has never faced any disciplinary action by the China Securities Regulatory Commission or other relevant authorities, nor has he been sanctioned by any stock exchange.

If the ordinary resolution in respect of the proposed election of Mr. Du as a non-independent director of Tenth Session of the Board is approved at the 2020 Annual General Meeting (the "2020 AGM"), Mr. Du will be designated as an executive director of the Company and enter into a director's service contract with the Company on or around the date of 2020 AGM. The proposed term of office of Mr. Du will begin on the date of passing of the ordinary resolution at the 2020 AGM and expire at the expiration of the Tenth Session of the Board. The remuneration of Mr. Du will be determined in accordance with the "Remuneration System for Directors, Supervisors and Senior Management" approved at the Company's 2002 annual general meeting. The Company will disclose the amount of remuneration received by Mr. Du in the relevant annual reports. Mr. Du's remuneration will not be covered in the director's service contract.

Save as disclosed above, the Company was not aware of any information in respect of Mr. Du that needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), nor was the Company aware of any matters in relation to the nomination of Mr. Du that need to be brought to the attention of the shareholders of the Company

Proposed amendments to the Articles of Association and its Appendices of the Company

In view of the amendments to "The Company Law of the People's Republic of China" and "The Securities Law of the People's Republic of China", and to further improve corporate governance and meeting the operational needs of the Company, the Company has resolved to amend the relevant provisions of the "Articles of Association of Sinopec Shanghai Petrochemical Co., Ltd." (the "Articles of Association") and its Appendices. On 28 April 2021, the Company convened its sixth meeting of the Tenth Session of the Board to consider and approve the proposed amendments to the Articles of Association and its Appendices.

The proposed amendments to the Articles of Association are set forth as follows:

1. Proposed Amendments to the Articles of Association

Current Provisions

Proposed Amendments

in the Articles of Association

to the Articles of Association

Article 6 The Articles of Association were

Article 6 The Company adheres to the rule of

effective from the date of establishment of the

law, and strives to build a law-abiding enterprise

Company.

with sound governance, operational compliance,

management

discipline,

law-abiding

and

2

As from the effective date of the Articles of

integrity.

Association, these Articles constitute the rules

governing the organisation and conduct of the

The Articles of Association were effective from

Company and become a legally binding

the date of establishment of the Company.

document regulating the rights and obligations

between the Company and a shareholder and

As from the effective date of the Articles of

among the shareholders inter se.

Association, these Articles constitute the rules

governing the organisation and conduct of the

Company and become a legally binding

document regulating the rights and obligations

between the Company and a shareholder and

among the shareholders inter se.

Article 13 The Company's scope of business

Article 13 The Company's scope of business

include: crude oil processing, oil products,

shall be based on the projects approved by the

petrochemical products, synthetic fibres and

Company's registration authorities.

monomers, plastic and plastic products, raw

materials and products for knitting, import and

The Company's scope of business include:

export of goods or technology, catalyst

preparation and spent solvent reclamation, supply

General items: crude oil processing; oil products,

of electricity, heat energy, water and gas, water

petrochemical

products

production,

synthetic

processing, loading and unloading on railways,

fibres

manufacturing,

plastic

products

river transport, terminals, storage, design,

manufacturing, raw materials and products for

research and development, "Four Technologies"

knitting, catalyst preparation and spent solvent

services, property management, leasing of self-

reclamation; supply of electricity, heat energy,

owned property, training of employee in the

water and gas, water processing, loading and

system, design, production of different types of

unloading on roads, terminals and railways,

advertisement, to conduct advertising by making

general

goods warehousing,

technological

use of the Company's own media platform (in

services,

technology

development,

technology

case of franchise operation, to operate the same

consultancy,

technology

exchange,

technology

by virtue of the relevant licence), quality

transfer and technology promotion in oil,

technology services.

chemicals, synthetic resins and synthetic

polymers, synthetic fibre, composite materials,

and in safety and environmental protection,

property management, housing rental, social

economy

advisory

services,

advertisement

production, advertisement design and agency

services, advertisements publication, high-grade

fiber and composite materials (designing,

manufacturing and processing), high-grade fiber

and composite materials sales, gas stoves

production, gas stoves sales.

Licensed items: hazardous chemicals production,

hazardous chemicals business, marine general

goods transportation, marine hazardous goods

transportation, crude oil warehousing, refined oil

3

warehousing, hazardous chemicals warehousing,

inspection and testing service, goods import and

export, technology import and export, mobile

pressure vessel / cylinder filling.

Article 30 Subject to the approval by the relevant

Article 30 Subject to the approval by the relevant

authority, the Company may repurchase its shares

authority, the Company may repurchase its shares

in any of the following circumstances in

in any of the following circumstances in

accordance with the procedure provided in these

accordance with the procedure provided in these

Articles:

Articles:

(1) cancellation of shares for reduction of capital;

(1) reduction of capital;

(2) merger with other companies which hold

(2) merger with other companies which hold

shares of the Company;

shares of the Company;

(3) granting shares as incentive compensation to

(3) granting shares for shares holding scheme or

the staff of the Company;

as incentive compensation to the staff of the

(4) acquiring the shares of shareholders who vote

Company;

against any resolution adopted at the general

(4) acquiring the shares of shareholders who vote

meeting of shareholders on the merger or division

against any resolution adopted at the general

of the Company;

meeting of shareholders on the merger or division

(5) other circumstances as permitted by law or

of the Company;

administrative regulations.

(5) using shares for corporate bonds issued by

listed companies which are convertible into

The Company shall comply with Articles 31 to 34

shares;

in repurchasing its shares.

(6) necessary for a listed company to protect the

Company's value and shareholders' equity;

Except in the circumstances set forth above, the

(7) other circumstances as permitted by law or

Company shall not engage in any activity in

administrative regulations.

connection with trading its own shares.

The Company shall comply with Articles 31 to 34

in repurchasing its shares.

Except in the circumstances set forth above, the

Company shall not engage in any activity in

connection with trading of its own shares.

Article 33 Unless otherwise required by laws,

Article 33 Unless otherwise required by laws,

administrative regulations, rules and regulations

administrative regulations, rules and regulations

of authorized departments or these Articles of

of authorized departments or these Articles of

Association, if the Company repurchases its own

Association, if the Company repurchases its own

shares pursuant to items (1) to (3) of Article 30 of

shares pursuant to item (1) or (2) of Article 30,

these Articles of Association, resolutions relating

resolutions relating thereto shall be adopted at a

thereto shall be adopted at a general meeting of

general meeting of shareholders. If the Company

shareholders. If the Company repurchases its own

repurchases its own shares in accordance with

shares in accordance with the preceding

items (3), (5) and (6) of Article 30, the shares so

paragraph under the circumstances set forth in

repurchased should be adopted at a board meeting

item (1) of Article 29, the shares so repurchased

attended by more than two third of directors as

shall be cancelled within ten days from the

per mandate by shareholders' general meeting.

repurchase date. In the event of the circumstances

4

set forth in items (2) and (4) of Article 30, the

The total number of shares purchased by the

shares so repurchased shall be transferred or

Company in accordance with items (3), (5) and

cancelled within six months.

(6) of Article 30 shall not exceed 10% of the total

issued shares of the Company, and shall be

If the Company repurchases its own shares in

transferred or cancelled within three years.

accordance with item (3) of Article 30, the shares

so repurchased shall not exceed 5% of the total

The Company shall acquire its own shares in

number of shares issued by the Company. Funds

accordance with the law and shall perform its

used for any repurchase shall be paid out of the

information disclosure obligations in accordance

after tax profits of the Company. The repurchased

with the "Securities Law of the People's Republic

shares shall be transferred to the employees

of China". Where the Company acquires its own

within one year.

shares in the circumstances specified in items

……

(3), (5) and (6) of the first section of Article 30,

the acquisition shall be conducted through an

open centralized transaction method.

……

Article 42 Unless otherwise required by laws,

Article 42 Unless otherwise required by laws,

administrative regulations, regulatory authorities

administrative regulations, regulatory authorities

or stock exchanges at which the shares of the

or stock exchanges at which the shares of the

Company are listed, any gains from any sale of

Company are listed, any gains from any sale of

shares of the Company by any director,

shares or other securities with equity rights of the

supervisor, senior officer or shareholder of the

Company by any director, supervisor, senior

Company holding 5% or more of the shares of the

officer or shareholder of the Company holding

Company within six months after their purchase

5% or more of the shares of the Company within

of the same, and any gains from any purchase of

six months after their purchase of the same, and

shares of the Company by any of the aforesaid

any gains from any purchase of shares of the

parties within six months after sale of the same

Company by any of the aforesaid parties within

shall be disgorged and paid to the Company, and

six months after sale of the same shall be

the board of directors of the Company shall

disgorged and paid to the Company, and the

recover such gains from the abovementioned

board of directors of the Company shall recover

parties. Notwithstanding so, this six-month

such gains from the abovementioned parties.

limitation shall not apply to any securities

Notwithstanding so, this six-month limitation

company holding 5% or more of the shares of the

shall not apply to any securities company holding

Company which purchasing of the shareholding

5% or more of the shares of the Company which

is as a result of its underwriting obligation.

purchasing of the shareholding is as a result of its

underwriting obligation or as a result of other

This Article shall apply to legal person

circumstances as specified by the Securities

shareholders holding 5% or more of the stock of

Regulatory Authority of the State Council.

the Company with voting power and Senior

Management as stipulated in these Articles,

The stocks or other securities with equity rights

including but not limited to directors, supervisors

nature held by directors, supervisors, senior

and general manager.

managers, and shareholders who are natural

……

persons mentioned in the preceding paragraph

shall include shares or other securities with equity

rights held by their spouses, parents, children or

by others' accounts.

5

……

Article 48 No registration of any change in the

Article 48 Provisions regarding the period of

register of shareholders arising from a transfer of

suspension of shares transfer registrations before

shares shall be effected thirty (30) days before the

the commencement of shareholders' general

holding of a shareholders' general meeting or

meeting or before the base day on which the

within five (5) days before the decision is made

Company decides on dividends distribution, as

on the distribution of dividends by the Company.

specified by Chinese laws and regulations and the

The changes of the register of A shareholders are

Listing Rules of the Hong Kong Stock Exchange

more applicable to the laws and regulations in

or the regulations as specified by the regulatory

PRC.

authorities of the locations where the shares of

the Company are listed, shall prevail.

Article 60 The shareholders' meetings exercise

Article 60 The shareholders' meetings exercise

the following powers:

the following powers:

(1) to decide on the Company's operational

(1) to decide on the Company's operational

policies and investment plans;

policies and investment plans;

(2) to elect and replace directors and decide on

(2) to elect and replace directors and decide on

matters relating to the remuneration of directors;

matters relating to the remuneration of directors;

  1. to elect and replace the supervisors who are (3) to elect and replace the supervisors who are not employee representatives and decide on not employee representatives and decide on matters relating to the remuneration of matters relating to the remuneration of

supervisors;

supervisors;

(4)

to examine and approve reports of the board

(4)

to examine and approve reports of the board

of directors;

of directors;

(5)

to examine and approve reports of the

(5)

to examine and approve reports of the

supervisory committee;

supervisory committee;

  1. to examine and approve the Company's (6) to examine and approve the Company's proposed annual financial budgets and final proposed annual financial budgets and final

accounts;

accounts;

(7) to examine and approve the Company's profit

(7) to examine and approve the Company's profit

distribution plans and plans for making up of

distribution plans and plans for making up of

losses;

losses;

(8) to decide on increases in or reductions of the

(8) to decide on increases in or reductions of the

Company's registered capital;

Company's registered capital;

  1. to decide on issues such as merger, division, (9) to decide on issues such as merger, division, dissolution, liquidation or changing of the form dissolution, liquidation or changing of the form

of the Company and other matters;

of the Company and other matters;

(10) to decide on the issue of bonds by the

(10) to decide on the issue of bonds by the

Company;

Company;

(11) to decide on the appointment, dismissal or

(11) to decide on the appointment, dismissal or

termination of appointment of auditors;

termination of appointment of auditors;

(12) to amend the Articles of Association;

(12) to amend the Articles of Association;

  1. to review any requisition by the board of (13) to review any requisition by the board of directors, supervisory committee or shareholders directors, supervisory committee or shareholders holding shares with 3% or more of the total holding shares with 3% or more of the total

voting rights of the Company;

voting rights of the Company;

6

(14) to examine and approve matters relating to

(14) to examine and approve matters relating to

guarantees stipulated in Article 61 of the Articles

guarantees stipulated in Article 61 of the Articles

of Association;

of Association;

  1. to consider the Company's significant (15) to consider the Company's significant acquisition or disposal of material assets acquisition or disposal of material assets conducted within the period of one year with a conducted within the period of one year with a value exceeding 30% of the latest audited total value exceeding 30% of the latest audited total

assets of the Company;

assets of the Company;

(16)

to examine and approve changes in the use

(16) to examine and approve changes in the use

of proceeds;

of proceeds;

(17)

to examine and approve share incentive

(17) to examine and approve share incentive

schemes;

schemes;

(18)

to authorize and entrust the board of

(18) to resolve for the Company to re purchase its

directors to handle any matters authorized and

own shares as per item (1) or (2) of Article 30 of

entrusted thereto;

these Articles of Association;

  1. to resolve other matters of the Company as (19) to authorize and entrust the board of required to be resolved in shareholders' general directors to handle any matters authorized and

meetings in accordance with laws, administrative

entrusted thereto;

regulations, rules and regulations of authorized

(20) to resolve other matters of the Company as

departments, these Articles and the Rules of

required to be resolved in shareholders' general

Procedures for Shareholders' General Meetings.

meetings in accordance with laws, administrative

……

regulations, rules and regulations of authorized

departments, these Articles and the Rules of

Procedures for Shareholders' General Meetings.

……

Article 67 Notice of shareholders' meeting shall

Article 67 When the Company convenes an

be given to the shareholders forty-five (45) days

annual general meeting of shareholders, a written

(excluding the date of the meeting) before the

notice shall be issued in 20 full working days

date of the meeting in writing. The agenda, date

before the meeting (excluding the meeting date),

and place of the meeting shall be notified to the

and when the Company convenes an

shareholders whose names are on the register.

extraordinary general meeting of shareholders, a

The shareholders who wish to attend the meeting

written notice shall be issued at least 10 full

shall send their reply regarding the proposed

working days or 15 days (whichever is longer and

attendance in writing to the Company twenty (20)

exclusive of the meeting date) before the

days before the date of the meeting.

meeting, to inform all registered shareholders of

the matters to be considered at the meeting and

the date and place of the meeting. If there are

different provisions of the securities regulatory

authority in the listed places of the company, the

provisions shall be strictly implemented.

Article 69 The Company shall calculate the

Article to be deleted and subsequent numbering

number of shares carrying voting rights of the

to be updated accordingly

shareholders who have replied to attend the

shareholders' meeting twenty (20) days before

the meeting. The Company shall convene the

general meeting if the number of the shares

7

carrying voting rights of the shareholders who

propose to attend is more than half of the total

number of shares carrying voting rights of the

Company. If the requirement is not met, the

Company shall publish an announcement

containing the proposed agenda, date and place of

the meeting within five (5) days to re-notify the

shareholders of the meeting. The Company can

convene the shareholders' meeting after having

published the announcement.

An extraordinary general meeting shall not

resolve on matters which are not contained in the

notice of meeting.

Article 71 Notice of the meeting shall be served

Article 70 Notice of the meeting shall be served

by delivery or sent by prepaid airmail to the

by delivery or sent by prepaid airmail to the

shareholders (whether or not entitled to vote

shareholders (whether or not entitled to vote

thereat) at the addresses as registered on the

thereat) at the addresses as registered on the

shareholder register (whether that address is in

shareholder register (whether that address is in

the PRC or overseas). In the case of domestic

the PRC or overseas). In the case of domestic

shareholders, the notice may also be given by

shareholders, the notice may also be given by

announcement.

announcement.

An announcement as aforementioned refers to the

The notice specified in the preceding paragraph

announcement made in one or more newspapers

should be published on one or more newspapers

specified by the relevant securities authority of

as appointed by the Securities Regulatory

the State Council within forty-five (45) days to

Authorities of the State Council. Once published,

fifty (50) days before the date of when the

all domestic shareholders shall be deemed to have

general meeting is to be held. Such publication

received notice of the shareholders general

shall be deemed receipt of the notice of the

meeting.

meeting by each holder of the domestic shares. In

any event, the aforementioned announcement

must at the same time be published in one or

more newspapers specified by the relevant

securities authority in Hong Kong.

Article 82 Directors other than independent

Article 81 The Company's board of directors,

directors and shareholders complying with the

independent directors, shareholders holding more

relevant legal requirements may solicit voting

than 1% of voting shares, investor protection

rights

at

shareholders'

meetings

from

institutions established in accordance with laws,

shareholders. Such soliciting must be without

administrative regulations, or the provisions of

compensation, and information must be fully

Regulatory Authority of the State Council, and

disclosed to the person being solicited. There is

shareholders

meeting

relevant

statutory

no minimum shareholding limit for the person

conditions may solicit from the Company's

being solicited.

shareholders their voting rights exercisable in the

shareholders general meeting. The solicitation of

voting rights shall be carried out in a gratuitous

8

manner, and the information shall be fully

disclosed to the person being solicited. There is

no restriction on the minimum shareholding ratio

of the person being solicited.

Article 111 Notice of class shareholders' meeting

Article 110 Written notice of shareholders'

shall be given to the class shareholders forty-five

meeting of specific classes shall be given to the

(45) days (exclusive of the date of meeting)

relevant class shareholders as per requirements

before the date of the meeting in writing. The

regarding

notice

period

of

convening

agenda, date and place of the meeting shall be

shareholders meeting specified in Article 67 of

notified to all of the class shareholders whose

these Articles of Association. The agenda, date

names are on the register (regardless of whether

and place of the meeting shall be notified to all of

the registered address of such shareholders are

the class shareholders whose names are on the

within or outside the PRC). The class

register (regardless of whether the registered

shareholders who wish to attend the meeting shall

address of such shareholders is within or outside

send their reply regarding the proposed

the PRC).

attendance in writing to the Company twenty (20)

days before the date

of the meeting.

The Company shall convene the class

shareholders' meeting if the voting rights of the

class shareholders who propose to attend hold

shares carrying more than half of the total voting

rights of that class. If the requirement is not met,

the Company shall publish an announcement (by

publication in newspapers) containing the

proposed agenda, date and place of the meeting

within five (5) days to re-notify the shareholders

of the meeting. The Company can convene the

class shareholders' meeting after having

published the announcement.

Article 114 The Company shall have a board of

Article 113 The Company shall have a board of

directors which shall consist of eleven to fifteen

directors which shall consist of five to nineteen

(11-15) members, of which more than one-third

(5-19) members, of which more than one-third

shall be independent (non-executive) directors

shall be independent (non-executive) directors

(that is, directors who are independent from the

(that is, directors who are independent from the

shareholders of the Company and do not hold any

shareholders of the Company and do not hold any

office in the Company, hereinafter referred to as

office in the Company, hereinafter referred to as

"independent directors"), and at least one

"independent directors"), and at least one

independent director shall be an accounting

independent director shall be an accounting

professional (that is, a person holding a senior

professional (that is, a person holding a senior

position or a certified accountant).

position or a certified accountant).

There shall be one (1) chairman and one (1) to

There shall be one (1) chairman and one (1) to

two (2) vice-chairman.

two (2) vice-chairman.

9

The board of directors may establish such

The Board shall establish audit, nomination,

committees

as

the

strategic

planning

strategic, remuneration and appraisal, and other

(development), audit, remuneration and appraisal,

special committees. These special committees

and nomination committees based on need. Of

shall consider specific matters and give their

these committees, the audit, remuneration and

opinions and proposals for the Board's reference

appraisal, and nomination committees shall have

when the Board makes decisions.

independent directors as a majority of its

members.

Each specialist committee shall have the

Each specialist committee shall have the

following basic responsibilities:

following basic responsibilities:

(1) Major responsibilities of the audit committee

(1) Major responsibilities of the audit committee

are:

are:

(i) to propose the appointment or replacement of

an external audit firm and to oversee the work of

(i) to propose the appointment or replacement of

the external audit firm;

an external audit firm and to oversee the work of

(ii) to oversee the Company's internal audit

the external audit firm;

policy and the implementation thereof;

(ii) to oversee the Company's internal audit

(iii) to ensure that the internal audit function is

policy and the implementation thereof;

adequately resourced and has the appropriate

  1. to ensure that the internal audit function is standing within the Company, and to review and adequately resourced and has the appropriate monitor its effectiveness;
    standing within the Company, and to review and (iv) to be in charge of the communications

monitor its effectiveness;

between the Company's internal and external

(iv) to be in charge of the communications

auditors;

between the Company's internal and external

(v) to review the Company's financial reports and

auditors;

the disclosure thereof;

(v) to review the Company's financial reports and

(vi) to review the Company's risk management

the disclosure thereof;

and internal control systems, and submit to the

(vi) to review the Company's risk management

board an annual self-assessment report on the

and internal control systems, and submit to the

Company's risk management and internal control;

board an annual self-assessment report on the

(vii) to discuss the risk management and internal

Company's risk management and internal control;

control systems with management to ensure that

  1. to discuss the risk management and internal management has performed its duty to have control systems with management to ensure that effective systems. This discussion should include management has performed its duty to have the adequacy of resources, staff qualifications and effective systems. This discussion should include experience, training programmes and budget of

the adequacy of resources, staff qualifications and

the accounting, financial reporting and internal

experience, training programmes and budget of

audit functions;

the accounting, financial reporting and internal

(viii) to report and to submit in order of

audit functions;

importance to the board of any suspected fraud

(viii) to review the major connected transactions;

and non-compliance, risk management and

  1. to review the arrangements made by the internal control failures, or suspected violations Company for the concerns raised by employees in of laws and regulations that comes to its confidence about improprieties in financial attention , and to review the results of internal reporting, risk management, internal control or investigations on suspected fraud and non-

10

other matters, and to ensure that the Company

compliance, risk management and internal

will conduct a fair and independent investigation

control failures and on activities in violation of

of these matters and take appropriate follow-up

laws or regulations on financial reports;

action;

(ix) to review the major connected transactions;

(x) to consider major investigation findings on

(x) to review the arrangements made by the

risk management and internal control matters as

Company for the concerns raised by employees in

delegated by the Board or on its own initiative

confidence about improprieties in financial

and management's response to these findings;

reporting, risk management, internal control or

and

other matters, and to ensure that the Company

(xi) to perform other duties and powers as

will conduct a fair and independent investigation

assigned by the board.

of these matters and take appropriate follow-up

……

action;

(xi) to formulate compliance reporting policies

and systems to ensure that the Company's

employees and other parties in contact with the

Company (such as customers and suppliers) can

raise their concerns on any possible improper

matter regarding the Company to the audit

committee;

(xii) to consider major investigation findings on

risk management and internal control matters as

delegated by the Board or on its own initiative

and management's response to these findings;

and

(xiii) to perform other duties and powers as

assigned by the board.

……

Article 125 The board of directors shall be

Article 124 The board of directors shall be

responsible to the shareholders' general meeting

responsible to the shareholders' general meeting

and shall exercise the following powers:

and shall exercise the following powers:

(1) to be responsible for convening shareholders'

(1) to be responsible for convening shareholders'

general meetings and reporting on its work to the

general meetings and reporting on its work to the

shareholders' general meeting;

shareholders' general meeting;

(2) to implement the resolutions of the

(2) to implement the resolutions of the

shareholders' general meetings;

shareholders' general meetings;

(3) to decide on the Company's business plans

(3) to decide on the Company's business plans

and investment proposals;

and investment proposals;

(4) to formulate the Company's proposed annual

(4) to formulate the Company's proposed annual

financial budgets and final accounts;

financial budgets and final accounts;

(5) to formulate the Company's profit distribution

(5) to formulate the Company's profit distribution

plans and plans for recovery of losses;

plans and plans for recovery of losses;

(6) to formulate the Company's financial strategy,

(6) to formulate the Company's financial strategy,

proposals for the increase in or reduction of the

the Company's plan to increase or decrease its

Company's registered capital and the issue of any

registered capital, the Company's acquisition of

kind of securities (but not limited to corporate

its own shares and the issuance of any type of

11

bonds) and plans for their listing or the

securities (including but not limited to corporate

repurchase of the shares of the Company;

bonds) and plans for listing or repurchasing

(7) to draft plans for major acquisitions or

Company stocks as per item (1) or (2) of Article

disposals, and for the merger, division,

30 of these Articles of Association;

dissolution or changing of the form of the

(7) to draft plans for major acquisitions or

Company;

disposals, and for the merger, division,

(8) to formulate the proposal for amendments to

dissolution or changing of the form of the

the Articles of Association;

Company;

(9) to decide on matters relating to foreign

(8) to formulate the proposal for amendments to

investment, purchase or sale of assets, mortgage

the Articles of Association;

of assets, entrusted asset management and

(9) to decide on matters relating to foreign

connected transactions by the Company within

investment, purchase or sale of assets, mortgage

the scope of authority conferred by the

of assets, entrusted asset management and

shareholders' general meeting;

connected transactions by the Company within

(10) to decide on issues relating to the provision

the scope of authority conferred by the

of guarantee in favour of a third party within the

shareholders' general meeting;

scope of authority conferred by the shareholders'

(10) to decide on issues relating to the provision

general meeting;

of guarantee in favour of a third party within the

(11) to appoint or dismiss the Company's general

scope of authority conferred by the shareholders'

manager, and pursuant to the general manager's

general meeting;

nomination, to appoint or dismiss deputy general

(11) to appoint or dismiss the Company's general

manager and financial officers of the Company;

manager, and pursuant to the general manager's

to appoint or dismiss the company secretary; and

nomination, to appoint or dismiss deputy general

to decide on their remuneration;

manager and financial officers of the Company;

(12) to appoint or change the members of the

to appoint or dismiss the company secretary; and

boards of directors and supervisory committees

to decide on their remuneration;

of the Company's wholly-owned subsidiaries, to

(12) to appoint or change the members of the

appoint, change or recommend shareholder

boards of directors and supervisory committees

representatives, directors (or candidates) and

of the Company's wholly-owned subsidiaries, to

supervisors (or candidates) to the Company's

appoint, change or recommend shareholder

controlled subsidiaries or subsidiaries in which

representatives, directors (or candidates) and

the Company holds shares;

supervisors (or candidates) to the Company's

(13) to decide on the establishment of the

controlled subsidiaries or subsidiaries in which

Company's internal management structure;

the Company holds shares;

(14) to decide on the establishment of branch

(13) to decide on the establishment of the

entities of the Company;

Company's internal management structure;

  1. to formulate the Company's basic (14) to decide on the establishment of branch

management system;

entities of the Company;

(16) to administer the disclosure of information

(15)

to formulate the Company's basic

by the Company;

management system;

(17) to submit nominations for the appointment

(16)

to administer the disclosure of information

or change of accounting firms as the auditors of

by the Company;

the Company to the shareholders' general

(17)

to submit nominations for the appointment

meeting;

or change of accounting firms as the auditors of

  1. to review the work reports of the general the Company to the shareholders' general manager and monitor the work of the general meeting;

12

manager;

(18)

to review the work reports of the general

(19) to develop and review the Company's

manager and monitor the work of the general

policies and practices on corporate governance;

manager;

(20) to review and monitor the training and

(19)

to develop and review the Company's

continuous professional development of directors

policies and practices on corporate governance;

and senior management of the Company;

(20)

to review and monitor the training and

(21) to review and monitor the Company's

continuous professional development of directors

policies and practices on compliance with legal

and senior management of the Company;

and regulatory requirements;

(21)

to review and monitor the Company's

  1. to develop, review and monitor the code of policies and practices on compliance with legal conduct and compliance manual applicable to and regulatory requirements;

employees and directors of the Company;

(22) to develop, review and monitor the code of

  1. to decide other major matters and conduct and compliance manual applicable to administrative matters not required by laws, employees and directors of the Company; administrative regulations or these Articles to be (23) to resolve for the acquisition of the

decided by the shareholders' general meeting, and

Company's shares as per the circumstances as

to sign other major agreements; and

specified in item (3), (5) or (6) of Article 30 of

(24) to exercise other powers as stipulated by

these Articles of Association;

laws, administrative regulations, the rules and

(24) to decide other major matters and

regulations of authorized departments or these

administrative matters not required by laws,

Articles or as authorized by shareholders' general

administrative regulations or these Articles to be

meeting.

decided by the shareholders' general meeting, and

……

to sign other major agreements; and

(25) to exercise other powers as stipulated by

laws, administrative regulations, the rules and

regulations of authorized departments or these

Articles or as authorized by shareholders' general

meeting.

……

Article 141 The quorum for a meeting of the

Article 140 Unless otherwise specified in these

board of directors is a majority of all members of

Articles of Association, the quorum for a meeting

the board (including directors who appoint other

of the board of directors is a majority of all

directors as proxies). Each member of the board

members of the board (including directors who

shall have one vote. Any board resolution shall be

appoint other directors as proxies). Each member

passed by more than half of all the directors.

of the board shall have one vote. Any board

When there is a tie, the chairman of the board

resolution shall be passed by more than half of all

shall have a casting vote.

the directors. When there is a tie, the chairman of

……

the board shall have a casting vote.

……

2. Proposed Amendments to the Rules of Procedures for Shareholders' General Meetings (the Appendix to the Articles of Association)

Current Provisions

Amended Provisions

in the Rules of Procedures for Shareholders'

in the Rules of Procedures for Shareholders'

13

General Meetings

General Meetings

Article 11 The shareholders' general meeting

Article 11 The shareholders' general meeting

shall be the organ of authority of the Company. It

shall be the organ of authority of the Company. It

may exercise the following functions and powers

may exercise the following functions and powers

according to law:

according to law:

(1) to determine the business objectives and

(1) to determine the business objectives and

investment plans of the Company;

investment plans of the Company;

  1. to elect and replace directors, and to (2) to elect and replace directors, and to determine matters relating to the remuneration of determine matters relating to the remuneration of

the directors;

the directors;

  1. to elect and replace supervisors who are not (3) to elect and replace supervisors who are not employee representatives and to determine employee representatives and to determine matters relating to remuneration of the matters relating to remuneration of the

supervisors;

supervisors;

(4)

to consider and approve the reports of the

(4) to consider and approve the reports of the

board of directors;

board of directors;

(5)

to consider and approve the reports of the

(5) to consider and approve the reports of the

supervisory committee;

supervisory committee;

(6) to consider and approve the Company's plans

(6) to consider and approve the Company's plans

for profit distribution and for making up losses;

for profit distribution and for making up losses;

(7)

to consider and approve the Company's

(7) to consider and approve the Company's

annual budgets and the final accounts;

annual budgets and the final accounts;

(8)

to pass resolutions relating to the increase or

(8) to pass resolutions relating to the increase or

reduction of the Company's registered capital;

reduction of the Company's registered capital;

  1. to pass resolutions relating to matters (9) to pass resolutions relating to matters including the merger, division, dissolution, including the merger, division, dissolution, liquidation or changing of the form of the liquidation or changing of the form of the

Company;

Company;

(10) to pass resolutions on the issue of bonds of

(10) to pass resolutions on the issue of bonds of

the Company;

the Company;

(11) to pass resolutions on retaining or dismissing

(11) to pass resolutions on retaining or dismissing

or ceasing to continue to retain the accounting

or ceasing to continue to retain the accounting

firms;

firms;

(12) to amend the Articles of Association;

(12) to amend the Articles of Association;

  1. to consider motions proposed by the board (13) to consider motions proposed by the board of directors, the supervisory committee and of directors, the supervisory committee and shareholders representing 3% or more of the shareholders representing 3% or more of the

voting right of the Company;

voting right of the Company;

(14) to examine and approve matters relating to

(14) to examine and approve matters relating to

guarantees stipulated in Article 61 of the Articles;

guarantees stipulated in Article 61 of the Articles;

  1. to consider the Company's significant (15) to consider the Company's significant acquisition or disposal of material assets acquisition or disposal of material assets conducted within the period of one year with a conducted within the period of one year with a value exceeding 30% of the latest audited total value exceeding 30% of the latest audited total

assets of the Company;

assets of the Company;

14

(16) to examine and approve changes in the use

(16) to examine and approve changes in the use

of proceeds;

of proceeds;

(17) to examine and approve share incentive

(17) to examine and approve share incentive

schemes;

schemes;

(18) to authorize or entrust the board of directors

(18) to resolve for the Company to repurchase its

to handle all such matters as authorized or

own shares as per item (1) or (2) of Article 30 of

entrusted by it;

the Articles of Association;

(19) to resolve other matters of the Company as

(19) to authorize or entrust the board of directors

required to be resolved in shareholders' general

to handle all such matters as authorized or

meetings in accordance with laws, administrative

entrusted by it;

regulations, rules and regulations of authorized

(20) to resolve other matters of the Company as

departments, and the Articles of Association and

required to be resolved in shareholders' general

these Rules.

meetings in accordance with laws, administrative

regulations, rules and regulations of authorized

departments, and the Articles of Association and

these Rules.

Article 26 The meeting convenor shall give

Article 26 When the Company convenes an

notice of the shareholders' general meeting 45

annual general meeting of shareholders, a written

days before convening the shareholders' general

notice shall be issued in 20 full working days

meeting (including the date on which the meeting

before the meeting (excluding the meeting date),

is convened) to notify shareholders whose names

and when the Company convenes an

appear in the register of shareholders of the

extraordinary general meeting of shareholders, a

motions proposed to be considered and the date

written notice shall be issued at least 10 full

and place of meeting.

working days or 15 days (whichever is longer and

exclusive of the meeting date) before the

Notice of the shareholders' general meeting shall

meeting, to inform all registered shareholders of

be given to the shareholders (whether or not

the matters to be considered at the meeting and

having the right to vote at the shareholders'

the date and place of the meeting. If there are

general meeting) in person or by prepaid mail.

different provisions of the securities regulatory

The addresses of the recipients shall be subject to

authority in the listed places of the company, the

such addresses as shown in the register of

provisions shall be strictly implemented.

shareholders. For holders of domestic shares, the

notice of the shareholders' general meeting may

Notice of the shareholders' general meeting shall

also be made by way of announcement.

be given to the shareholders (whether or not

having the right to vote at the shareholders'

The term "announcement" as mentioned in the

general meeting) in person or by prepaid mail.

preceding paragraph shall be published in one or

The addresses of the recipients shall be subject to

more than one newspapers and journals as

such addresses as shown in the register of

designated by China Securities Regulatory

shareholders (regardless of domestic or

Commission (hereinafter referred to as the

international addresses). For holders of domestic

"CSRC") within a period of 45 to 50 days before

shares, the notice of the shareholders' general

the shareholders' general meeting is convened.

meeting may also be made by way of

Once an announcement is made, all holders of the

announcement.

domestic shares are deemed to have received the

relevant notice of the shareholders' general

The term "announcement" as mentioned in the

meeting.

preceding paragraph shall be published in one or

15

more than one newspapers and journals as

In the event that the Company fails to give notice

designated by the Chinese Securities Regulatory

of the shareholders' general meeting as scheduled

Commission (hereinafter referred to as the

such that the shareholders' general meeting fails

"CSRC"). Once an announcement is made, all

to convene for any reasons within six months

holders of the domestic shares are deemed to

since the end of the preceding accounting year, it

have received the relevant notice of the

shall promptly report the same to the stock

shareholders' general meeting.

exchange(s) on which the Company's shares are

listed to explain the reasons therefore and make

In the event that the Company fails to give notice

an announcement relating thereto.

of the shareholders' general meeting as scheduled

such that the shareholders' general meeting fails

to convene for any reasons within six months

since the end of the preceding accounting year, it

shall promptly report the same to the stock

exchange(s) on which the Company's shares are

listed to explain the reasons therefore and make

an announcement relating thereto.

Article 35 Shareholders who intend to attend the

Article to be deleted and subsequent numbering

shareholders' general meeting shall serve a

to be updated accordingly

written reply on attending the meeting to the

Company 20 days before the meeting is

convened.

The Company shall calculate the number of

voting shares represented by the shareholders

who intend to attend the meeting based on the

written replies it has received 20 days before

convening the shareholders' general meeting. In

the event that the number of voting shares

represented by the shareholders who intend to

attend the meeting is more than one-half of the

total number of the voting shares of the

Company, the Company may convene the

shareholders' general meeting; if not, the

Company shall, within 5 days, notify the

shareholders again of the matters to be considered

at, and the place and date for, the meeting by way

of public announcement. The Company may

convene the shareholders' general meeting after

such announcement.

3. The Proposed Amendments to the Rules of Procedures for Board of Directors' Meetings (the Appendix to the Articles of Association)

Current Provisions

Amended Provisions

in the Rules of Procedures for Board of

in the Rules of Procedures for Board of

16

Directors' Meetings

Directors' Meetings

Article 3 The Board shall establish audit,

Article 3 The Board shall establish audit,

nomination,

strategic,

remuneration

and

nomination,

strategic,

remuneration

and

appraisal, and other special committees. These

appraisal, and other special committees. These

special committees shall consider specific matters

special committees shall consider specific matters

and give their opinions and proposals for the

and give their opinions and proposals for the

Board's reference when the Board makes

Board's reference when the Board makes

decisions.

decisions.

Any of these special committees shall comprise

Any of these special committees shall comprise

directors only and the majority of the

directors only and the majority of the

remuneration and appraisal committee, and the

remuneration and appraisal committee, and the

nomination committee members shall be

nomination committee members shall be

independent directors. The members of the audit

independent directors. The members of the audit

committee shall be selected from nonexecutive

committee shall be selected from nonexecutive

directors and the majority of them shall be

directors and the majority of them shall be

independent directors, at least one of which shall

independent directors, at least one of which shall

be an accounting professional.

be an accounting professional.

Each specialist committee shall have the

Each specialist committee shall have the

following basic responsibilities:

following basic responsibilities:

(1) Major responsibilities of the audit committee

(1) Major responsibilities of the audit committee

are:

are:

(i) to propose the appointment or replacement of

(i) to propose the appointment or replacement of

an external audit firm and to oversee the work of

an external audit firm and to oversee the work of

the external audit firm;

the external audit firm;

(ii) to oversee the Company's internal audit

(ii) to oversee the Company's internal audit

policy and the implementation thereof;

policy and the implementation thereof;

  1. to ensure that the internal audit function is (iii) to ensure that the internal audit function is adequately resourced and has the appropriate adequately resourced and has the appropriate

standing within the Company, and to review and

standing within the Company, and to review and

monitor its effectiveness;

monitor its effectiveness;

  1. to be in charge of the communications (iv) to be in charge of the communications between the Company's internal and external between the Company's internal and external

auditors;

auditors;

(v) to review the Company's financial reports and

(v) to review the Company's financial reports and

the disclosure thereof;

the disclosure thereof;

  1. to review the Company's risk management (vi) to review the Company's risk management and internal control system and submit to the and internal control system and submit to the board an annual self-assessment report on the board an annual self-assessment report on the Company's risk management and internal Company's risk management and internal

control;

control;

(vii) to discuss the risk management and internal

(vii) to discuss the risk management and internal

control systems with management to ensure that

control systems with management to ensure that

17

management has performed its duty to have

management has performed its duty to have

effective systems. This discussion should include

effective systems. This discussion should include

the adequacy of resources, staff qualifications

the adequacy of resources, staff qualifications

and experience, training programmes and budget

and experience, training programmes and budget

of the accounting, financial reporting and internal

of the accounting, financial reporting and internal

audit functions;

audit functions;

(viii) to review the major connected transactions;

(viii) to report and to submit in order of

(ix) to review the arrangements made by the

importance to the board of any suspected fraud

Company for the concerns raised by employees

and non-compliance, risk management and

in confidence about improprieties in financial

internal control failures, or suspected violations

reporting, risk management, internal control or

of laws and regulations that comes to its

other matters, and to ensure that the Company

attention, and to review the results of internal

will conduct a fair and independent investigation

investigations on suspected fraud and non-

of these matters and take appropriate follow-up

compliance, risk management and internal

action; and

control failures and on activities in violation of

(x) to consider major investigation findings on

laws or regulations on financial reports;

risk management and internal control matters as

(ix) to review the major connected transactions;

delegated by the Board or on its own initiative

(x) to review the arrangements made by the

and management's response to these findings;

Company for the concerns raised by employees

and

in confidence about improprieties in financial

(xi) to perform other duties and powers as

reporting, risk management, internal control or

assigned by the board.

other matters, and to ensure that the Company

……

will conduct a fair and independent investigation

of these matters and take appropriate follow-up

action;

(xi) to formulate compliance reporting policies

and systems to ensure that Company employees

and other parties in contact with the Company

(such as customers and suppliers) can raise their

concerns on any possible improper matter about

the Company to the audit committee;

(xii) to consider major investigation findings on

risk management and internal control matters as

delegated by the Board or on its own initiative

and management's response to these findings;

and

(xiii) to perform other duties and powers as

assigned by the board.

……

Article 6 The Board shall be responsible to the

Article 6 The Board shall be responsible to the

shareholders' general meeting and exercise the

shareholders' general meeting and exercise the

following functions and powers:

following functions and powers:

(1) to be responsible for convening shareholders'

(1) to be responsible for convening shareholders'

general meetings and report on its work to the

general meetings and report on its work to the

shareholders' general meetings;

shareholders' general meetings;

18

(2) to implement the resolutions passed at the

(2) to implement the resolutions passed at the

shareholders' general meetings;

shareholders' general meetings;

(3) to determine the Company's business plans

(3) to determine the Company's business plans

and investment plans;

and investment plans;

(4) to prepare the Company's annual preliminary

(4) to prepare the Company's annual preliminary

and final financial budgets;

and final financial budgets;

(5) to prepare the Company's profit distribution

(5) to prepare the Company's profit distribution

and loss recovery plans;

and loss recovery plans;

(6) to prepare the Company's financial policies,

(6) to formulate the Company's financial strategy,

Company's registered capital increase or decrease

the Company's plan to increase or decrease its

plans, and schemes for issue and listing of the

registered capital, the Company's acquisition of

Company's bonds and securities of any kind

the its own shares and the issuance of any type of

(including but not limited to the Company's

securities (including but not limited to corporate

debentures) or repurchase of the Company's

bonds) and plans for listing or repurchasing its

shares;

own stocks as per item (1) or (2) of Article 30 of

(7) to prepare plans for major acquisitions or

the Articles of Association;

disposals, and for the merger, division,

(7) to prepare plans for major acquisitions or

dissolution or changing of the form of the

disposals, and for the merger, division,

Company;

dissolution or changing of the form of the

(8) to decide on matters relating to foreign

Company;

investment, purchase or sale of assets, mortgage

(8) to introduce amendments to the Company's

of assets, provision of guarantees, entrusted asset

Articles of Association

management and connected transactions by the

(9) to decide on matters relating to foreign

Company within the scope of authority conferred

investment, purchase or sale of assets, mortgage

by the general meeting;

of assets, provision of guarantees, entrusted asset

(9) to decide the establishment of the Company's

management and connected transactions by the

internal management bodies;

Company within the scope of authority conferred

(10) to appoint or remove the Company's general

by the general meeting;

manager; appoint or remove the Company's

(10) to decide the establishment of the

deputy general managers and chief financial

Company's internal management bodies;

officer according to the nomination by the

(11) to appoint or remove the Company's general

general manager; appoint or remove the secretary

manager; appoint or remove the Company's

of the Board; and determine their remuneration;

deputy general managers and chief financial

(11) to appoint or replace the members of the

officer according to the nomination by the

board of directors and the supervisory committee

general manager; appoint or remove the secretary

of the Company's wholly-owned subsidiaries;

of the Board; and determine their remuneration;

appoint, replace or recommend shareholder's

(12) to appoint or replace the members of the

proxies, directors (candidates) and supervisors

board of directors and the supervisory committee

(candidates) of the subsidiaries controlled or

of the Company's wholly-owned subsidiaries;

participated in by the Company by shareholding;

appoint, replace or recommend shareholder's

(12) to determine the establishment of the

proxies, directors (candidates) and supervisors

Company's branches;

(candidates) of the subsidiaries controlled or

(13) to prepare proposals for any amendment to

participated in by the Company by shareholding;

the Articles;

(13) to determine the establishment of the

  1. to formulate the Company's basic Company's branches;

management rules and regulations;

(14) to prepare proposals for any amendment to

19

(15) to manage the disclosure of information of

the Articles;

the Company;

(15)

to formulate the Company's basic

(16) to propose at the shareholders' general

management rules and regulations;

meeting to engage or replace the accounting firm

(16)

to manage the disclosure of information of

which undertakes auditing work of the Company;

the Company;

  1. to listen to the work report of the Company's (17) to propose at the shareholders' general general manager and inspect the work of the meeting to engage or replace the accounting firm

general manager;

which undertakes auditing work of the Company;

(18) to develop and review the Company's

(18) to listen to the work report of the Company's

policies and practices on corporate governance;

general manager and inspect the work of the

(19) to review and monitor the training and

general manager;

continuous professional development of directors

(19) to develop and review the Company's

and senior management of the Company;

policies and practices on corporate governance;

(20) to review and monitor the Company's

(20) to review and monitor the training and

policies and practices on compliance with legal

continuous professional development of

and regulatory requirements;

directors and senior management of the

(21) to develop, review and monitor the code of

Company;

conduct and compliance manual applicable to

(21) to review and monitor the Company's

employees and directors of the Company;

policies and practices on compliance with legal

(22) to make decisions about major matters and

and regulatory requirements;

administrative affairs other than those which

(22) to develop, review and monitor the code of

should be decided by the Company's general

conduct and compliance manual applicable to

meeting in accordance with laws, administrative

employees and directors of the Company;

regulations and the Articles, and executing other

(23) to resolve for the acquisition of the

important agreements; and

Company's shares as per the circumstances as

(23) other functions and powers stipulated by

specified in item (3), (5) or (6) of Article 30 of

laws, administrative regulations or the Articles

the Articles of Association;

and granted by the shareholders' general meeting.

(24) to make decisions about major matters and

administrative affairs other than those which

should be decided by the Company's general

meeting in accordance with laws, administrative

regulations and the Articles, and executing other

important agreements; and

(25) other functions and powers stipulated by

laws, administrative regulations or the Articles

and granted by the shareholders' general meeting.

Article 13 Power and authorities in relation to

Article to be deleted and subsequent numbering

connected transactions:

to be updated in order

(1) With respect to any connected transaction as

referred to in the "Listing Rules Governing the

Listing of Shares on the Shanghai Stock

Exchange" being entered into with connected

legal persons not requiring to be voted upon and

passed at the shareholders' general meeting, the

Company's board of directors shall approve any

20

transaction with an amount of more than RMB 3 million and accounting for more than 0.5% of the absolute value of the latest audited net assets of the Company, and shall authorize the executive director committee to examine and approve any transaction of which the ratio is less than the limit on the power of the Board.

  1. With respect to any connected transaction as referred to in the "Listing Rules Governing the Listing of Shares on the Shanghai Stock Exchange" being entered into with connected natural persons not requiring to be voted upon and passed at the Shareholders' General Meeting, the Company's board of directors shall approve any transaction with an amount of more than RMB0.3 million, and shall authorize the executive director committee to examine and approve any transaction with an amount less than RMB0.3 million.
    Article 23 Regular meetings shall include the Article 22 Regular meetings shall include the

following:following:

(1) Board meetings approving financial reports of

(1) Annual results meetings

the Company:

Annual results meetings shall be convened within

(i) Annual results meetings

120 days from the end of the accounting year of

the Company. The directors shall approve the

Annual results meetings shall be convened within

Company's annual reports and deal with other

120 days from the end of the accounting year of

relevant matters at such meetings. The timing of

the Company. The directors shall approve the

such meetings shall ensure that the annual reports

Company's annual reports and deal with other

of the Company will be despatched to the

relevant matters at such meetings. The timing of

shareholders within the time limit specified by

such meetings shall ensure that the annual reports

the relevant regulations and the Articles of

of the Company will be despatched to the

Association, and shall ensure that the preliminary

shareholders within the time limit specified by

annual financial results of the Company will be

the relevant regulations and the Articles of

announced within the time limit specified by the

Association, and shall ensure that the preliminary

relevant regulations of the Company, and shall

annual financial results of the Company will be

ensure that the AGM will be convened within 180

announced within the time limit specified by the

days from the end of accounting year of the

relevant regulations of the Company, and shall

Company.

ensure that the AGM will be convened within

180 days from the end of accounting year of the

(2) Interim results meetings

Company.

The interim results meetings shall be convened

(ii) Interim results meetings

within 60 days from the end of the first six

21

months of the accounting year of the Company.

The interim results meetings shall be convened

The directors shall approve the Company's

within 60 days from the end of the first six

interim reports and deal with other relevant

months of the accounting year of the Company.

matters at such meetings.

The directors shall approve the Company's

interim reports and deal with other relevant

(3) Quarterly results meetings

matters at such meetings.

The quarterly results meeting shall be held in the

(iii) Quarterly results meetings

first month of each of the second and fourth

quarter of the Gregorian calendar year. The

The quarterly results meeting shall be held in the

directors shall approve the Company's quarterly

first month of each of the second and fourth

reports for the preceding quarters at such

quarter of the Gregorian calendar year. The

meetings.

directors shall approve the Company's quarterly

reports for the preceding quarters at such

meetings.

(2) Year-end review meetings

The year-end review meetings shall be convened

in December of each year. The directors shall

listen to and approve the general manager's

report in respect of the expected performance of

the Company in the year and the work

arrangements for the following year at such

meetings.

Article 34 Voting on Motions

Article 33 Voting on Motions

Regarding the resolutions to be passed by the

Regarding the resolutions to be passed by the

board of directors, except for the following

board of directors, except for the following

matters the resolutions of which shall be passed

matters the resolutions of which shall be passed

by the consent of more than two-thirds of the

by the consent of more than two-thirds of the

directors, other matters shall be passed with the

directors, other matters shall be passed with the

consent of more than one-half of the directors

consent of more than one-half of the

(provided that, where any guarantee is to be

directors(provided that, where any guarantee is to

provided to any external party, the resolution

be provided to any external party, the resolution

shall be passed by the consent of more than two-

shall be passed by the consent of more than two-

thirds of the directors):

thirds of the directors; Article 6 (23) of this

regulation must be approved by a resolution

presented at a board meeting attended by more

than two-thirds of the directors):

22

Resolutions for considering and approving the proposed election of Mr. Du as a non-independent director of the Tenth Session of the Board and amendments to the Articles of Association and its Appendices will be submitted for consideration at the 2020 AGM. A notice of the 2020 AGM will be published separately.

Change of Joint Company Secretary and Secretary to the Board of Directors of the Company

The Board announces that Mr. Huang Fei ("Mr. Huang") has tendered his resignation from his positions as the Joint Company Secretary of the Company and the Secretary to the Board with effect from 28 April 2021. Mr. Huang will continue to serve as the executive director of the Company. Mr. Huang has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company.

The Board further announces that Mr. Liu Gang ("Mr. Liu") has been appointed as the Joint Company Secretary and the Secretary to the Board in replacement of Mr. Huang with effect from 28 April 2021.

The biography of Mr. Liu is set out below:

Mr. Liu, born in September 1972, is currently serving as the Assistant President and General Counsel of the Company. Mr. Liu stared his career in 1995 and has held various positions in the Company including Deputy Director and Director of Supply Management Department of the Company and Manager of Business Operation of Business Office of Shanghai SECCO. From November 2015 to August 2018, he served as Deputy Chief of Materials Procurement Centre of the Company. From August 2018 to April 2019, he served as Deputy Chief (Hosting Work) of Materials Procurement Centre of the Company. From April 2019 to January 2021, he served as General Manager of Materials Procurement Centre of the Company. Since December 2019, he has been serving as Assistant President of the Company. Since March 2021, he has also been serving as General Counsel of the Company. Mr. Liu graduated from China Textile University in 1995 and obtained a master's degree in electrical engineering from East China University of Technology in 2007. He is a Senior Economist by title.

Waiver from Strict Compliance with Rules 3.28 and 8.17 of the Listing Rules

Pursuant to Rule 8.17 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), a listed issuer must appoint a company secretary who meets the requirements under Rule 3.28 of the Listing Rules. Rule 3.28 of the Listing Rules provides that a listed issuer must appoint as its company secretary an individual who, in the opinion of the Stock Exchange, is capable of discharging the functions of company secretary of the listed issuer by virtue of his/her academic of professional qualification or relevant experience.

Mr. Liu currently does not possess the acceptable qualifications of a company secretary as required under Note 1 to Rules 3.28 and 8.17 of the Listing Rules. However, the Board considers that Mr. Liu is familiar with the Company's operations and business as well as the applicable laws and is capable of discharging the functions of the Joint Company Secretary. The Company has therefore applied to the Stock Exchange for, and the Stock Exchange has granted the Company, a waiver from strict compliance with the requirements under Rule 3.28 and 8.17 of the Listing Rules for a period of three years from the

23

date of Mr. Liu's appointment as the Joint Company Secretary (the "Waiver Period"). The waiver is granted on the conditions that (i) Mr. Liu will be assisted by Ms. Chan Sze Ting ("Ms. Chan"), the other Joint Company Secretary, during the Waiver Period and (ii) the waiver will be revoked if there are material breaches of the Listing Rules by the Company. Before the end of the Waiver Period, the Company must demonstrate and seek the Stock Exchange's confirmation that Mr. Liu can satisfy the requirements under Rules 3.28 and 8.17 of the Listing Rules after having the benefit of Ms. Chan's assistance such that a further waiver will not be necessary.

The biography of Ms. Chan, the other Joint Company Secretary is set out below:

Ms. Chan has been appointed as the Joint Company Secretary since April 2018 and has been assisting the other Joint Company Secretary in discharging their duties since then. Ms. Chan is a Senior Manager, Corporate Services Division of Tricor Services Limited, a global professional services provider specialising in integrated business, corporate and investor services. Ms. Chan has over 15 years of experience in the corporate secretarial field and has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies. Ms. Chan is a Chartered Secretary, a Chartered Governance Professional and an Associate of both The Hong Kong Institute of Chartered Secretaries ("HKICS") and The Chartered Governance Institute in the United Kingdom. Ms. Chan holds a bachelor of arts degree from The Hong Kong Polytechnic University and a bachelor of laws degree from the University of London. As a member of the HKICS, Ms. Chan meets the relevant requirement under Note 1 of Rule 3.28 of the Listing Rules.

The Board would like to welcome Mr. Liu on his new appointment.

By Order of the Board

Sinopec Shanghai Petrochemical Company Limited

Wu Haijun

Chairman of the Board

Shanghai, the PRC, 28 April 2021

As at the date of this announcement, the executive directors of the Company are Wu Haijun, Guan Zemin, Jin Qiang, Jin Wenmin, Huang Xiangyu and Huang Fei; the non-executive directors of the Company are Xie Zhenglin and Peng Kun; and the independent non-executive directors of the Company are Li Yuanqin, Tang Song, Chen Haifeng, Yang Jun and Gao Song.

24

Disclaimer

Sinopec Shanghai Petrochemical Company Limited published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 11:11:08 UTC.


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Sales 2021 83 163 M 13 001 M 13 001 M
Net income 2021 3 959 M 619 M 619 M
Net cash 2021 8 782 M 1 373 M 1 373 M
P/E ratio 2021 6,43x
Yield 2021 5,21%
Capitalization 34 099 M 5 331 M 5 331 M
EV / Sales 2021 0,30x
EV / Sales 2022 0,28x
Nbr of Employees 8 466
Free-Float 47,0%
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Mean consensus OUTPERFORM
Number of Analysts 10
Average target price 2,05 CNY
Last Close Price 1,66 CNY
Spread / Highest target 41,1%
Spread / Average Target 23,3%
Spread / Lowest Target 5,17%
EPS Revisions
Managers and Directors
NameTitle
Ze Min Guan General Manager & Director
Guan Zemin President
Jun Du Chief Financial Officer & Deputy General Manager
Hai Jun Wu Chairman
Yan Hui Ma Chairman-Supervisory Board
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