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

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.

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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

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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

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	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

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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.

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	……
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;

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(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

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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

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	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.

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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-

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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):
	…

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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

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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.

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