THE ARTICLES OF ASSOCIATION OF SINOPEC ENGINEERING (GROUP) CO., LTD.

CHAPTER 1 GENERAL PROVISIONS

Article 1 These Articles of Association are formulated in accordance with the “Company Law of the People’s Republic of China” (the “Company Law”), the “Securities Law of the People’s Republic of China” (the “Securities Law”), “The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited” (the “Listing Rules”) and other relevant provisions under the relevant laws, regulations, normative documents, and securities regulatory rules of the place(s) where the Company’s shares are listed (the “Relevant Regulatory Rules”) and in light of the Company’s actual circumstances to safeguard the legitimate interests of SINOPEC Engineering (Group) Co., Ltd. (the “Company”) and its shareholders, employees and creditors, and to regulate the organization and conducts of the Company.

The Company is a joint stock limited liability company established in accordance with the Company Law and other national relevant laws and administrative regulations.

The Company is a joint stock limited liability company which was converted from the former SINOPEC Engineering (Group) Co., Ltd. (中石化煉化工程(集團)有限公司). The Company was established by way of promotion. It is registered with and has obtained a business license from China’s State Administration for Industry and Commerce on 28 August 2012 in the People’s Republic of China (“China”, for the purpose of these Articles of Association, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Chinese Taiwan Province). The Company’s uniform social credit code is: 911100007109349087.

The promoters of the Company are: China Petrochemical Corporation and Sinopec Assets Management Co., Ltd.

Article 2 The registered name of the Company: In Chinese: 中石化煉化工程(集團)股份有限公司

In English: SINOPEC Engineering (Group) Co., Ltd.

Article 3 The address of the Company:

A67, Ande Road, Xicheng District, Beijing, the People’s Republic of China (the “PRC”)

Zip: 100032

Article 4 The Company’s legal representative is the chairman of the board of the Company.

A resignation by the chairman of the board shall be deemed as a concurrent resignation from the post of the legal representative.

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Article 5 The Company is a joint stock limited liability company which has perpetual existence.

Article 6 These Articles of Association shall become effective as of the date on which the H shares are listed on The Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”); the original Articles of Association of the Company shall automatically expire on the effective date of these Articles of Association.

From the date on which these Articles of Association come into effect, they shall constitute a legally binding document regulating the Company’s organization and activities, and the rights and obligations as between the Company and its shareholders and among the shareholders.

Pursuant to these Articles of Association, a shareholder can take action against the Company, another shareholder, a director and senior management; and the Company can take action against a shareholder, a director and senior management.

Unless otherwise defined, senior management referred to in these Articles of Association refers to the president, vice president, chief financial officer, general counsel, secretary to the board and any other person designated as senior management by the board of directors of the Company.

Article 7 In accordance with the Company Law and the Constitution of the Communist Party of China (the “Party”), the Company hereby sets up Party organizations and related working organs for the purposes of carrying out Party activities. The Party organizations of the Company shall play the role of the leadership by setting the right direction, keeping in mind the big picture as well as ensuring the implementation of Party policies and principles, and support the general meeting, the board of directors and senior management of the Company in exercising their powers in accordance with the law.

The Company shall maintain an adequate level of staffing to handle Party affairs as well as sufficient funding necessary for the activities of the Party organizations and provide necessary conditions for activities of the Party organizations.

Article 8 The Company may set up wholly-owned or holding branch organizations such as subsidiaries, branches, representative offices and offices according to its business development needs.

Article 9 The Company can invest in other enterprises. Where any law prescribes that the Company shall not become a capital contributor that shall bear several and joint liabilities for the debts of the enterprises in which it invests, such provision shall prevail.

CHAPTER 2 THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS

Article 10 The operation objectives of the Company are: to comply with laws and regulations, to follow market practices, to insist on a people-oriented approach, to develop the Company, contribute to the country, serve the society, create return to shareholders and benefit the employees through the value creation capability by engineering service, technology innovation and capital operation.

Article 11 The Company's scope of business shall be as approved by the authorities responsible for the registration of the Company.

The Company's scope of business includes: licensed projects: construction engineering design; construction engineering works; construction engineering survey; construction engineering supervision and management; general projects: project management services; procurement agent services; external contracting projects; engineering and technical research and testing development; technical services, technical development, technical consulting, technology exchange, technology transfer, technology promotion; energy saving management services; environmental protection consulting service, soil pollution control and restoration services; engage in investment activities with proprietary funds; asset management services for proprietary investments; information system integration service; information technology consulting service; information system operation and maintenance service; software development; data processing and storage support services; sales of electronic products; wholesale of computer software, hardware and ancillary equipment; sales of specialized equipment for oil refining and petrochemical production; sales of specialized equipment for environmental protection. (Market entities may independently choose to operate projects and carry out business activities in accordance with the laws; projects that are required to be approved in accordance with the laws may only be conducted according to the approved details after approval is granted by the relevant authorities; business activities prohibited or restricted by industrial policies of the state and local authority are not allowed.)

CHAPTER 3 SHARES AND REGISTERED CAPITAL

Article 12 There must, at all times, be ordinary shares in the Company. The Company may, according to its needs, issue class shares with rights different from those of ordinary shares, as permitted by the Relevant Regulatory Rules.

The ordinary shares issued by the Company include two types of shares: the "domestic-invested shares" and the "foreign-invested shares".

The shares issued by the Company and listed in the PRC are referred to as domestic-invested shares. The shares issued by the Company and listed outside the PRC are referred to as foreign-invested shares, of which those listed in the Hong Kong Special Administrative Region of China are referred to as H shares.

Article 13 The shares issued by the Company are all par value stocks and shall each have a nominal value of RMB1.

"RMB" as mentioned above means the legal currency of China.

Article 14 The issue of shares by the Company shall adhere to the principle of openness and fairness. The shares of the same class have the same rights and benefits. For the shares of the same class issued at the same time and listed in the same place, each share shall be equal in price and shall be subject to the same conditions. The price of each share of the same class issued at the same time purchased by any subscriber shall be the same.

Article 15 With the approval of the authorities authorized by the State Council, the Company was authorized upon its establishment, to issue 3,100,000,000 shares, all of which were issued to China Petrochemical Corporation and Sinopec Assets Management Co., Ltd., the promoters of the Company, representing 100% of the total number of issued ordinary shares of the Company at the time.

Article 16 The Company, with the approval of China Securities Regulatory Commission dated 21 March 2013, issued to Foreign Investors 1,460,800,000 H Shares (out of these, 1,328,000,000 shares were newly issued shares of the Company. The promoters transferred 132,800,000 shares of the Company they held to the National Council for Social Security Fund, which were converted into H Shares), which were listed on the Hong Kong Stock Exchange on 23 May 2013.

The existing structure of the Company’s share capital is as follows: all shares are ordinary shares with 4,394,024,000 shares in total, out of these, 2,687,876,000 shares representing 61.17% of the total number of issued ordinary shares of the Company are held by the China Petrochemical Corporation; 219,980,000 shares representing 5.01% of the total number of issued ordinary shares of the Company are held by China National Petroleum Corporation; 59,344,000 shares representing 1.35% of the total number of issued ordinary shares of the Company are held by Sinopec Assets Management Co., Ltd.; 1,426,824,000 shares representing 32.47% of the total number of issued ordinary shares of the Company are held by holders of H Shares.

Article 17 The registered capital of the Company is RMB4,394,024,000.

Article 18 The Company and its subsidiaries shall not, in the form of gifts, advances, guarantees, loans or any other forms, provide financial assistance to any parties for the acquisition of shares in the Company or its parent company, save for the implementation of employee stock ownership plans by the Company.

For the benefit of the Company, upon a resolution passed by the general meeting, or a resolution made by the board of directors in accordance with these Articles of Association or the authorization of the general meeting, the Company may provide financial assistance to any parties for the acquisition of shares in the Company or its parent company, provided that the aggregate amount of such financial assistance shall not exceed 10% of the total issued share capital.

CHAPTER 4 INCREASE, REDUCTION AND REPURCHASE OF SHARES

Article 19 The Company may, based on its operating and development needs, increase its capital in the following ways, in accordance with the Relevant Regulatory Rules and upon a resolution passed by the general meeting:

(1) issuance of shares to unspecified targets;
(2) issuance of shares to specified targets;
(3) by allotting bonus shares to its existing shareholders;
(4) to increase the share capital with reserve fund;
(5) by other means as prescribed under the Relevant Regulatory Rules.

Article 20 When the Company issues convertible corporate bonds, matters including the issuance, conversion procedures and arrangements of such convertible corporate bonds, and the changes in the Company's share capital resulting from such conversion, shall be processed in accordance with the Relevant Regulatory Rules and the terms of the prospectus duly approved and authorized by the Company when specifically issuing such convertible corporate bonds.

Article 21 According to the provisions of these Articles of Association, the Company can reduce its registered capital. In doing so, it shall act according to the procedures set out in the Relevant Regulatory Rules and these Articles of Association.

Article 22 The Company will prepare a balance sheet and an inventory of assets when it reduces its registered capital.

The Company shall notify its creditors within 10 days of the date of the resolution made at the general meeting for reduction of registered capital and shall publish an announcement in the newspaper(s) as prescribed by the Relevant Regulatory Rules or on the National Enterprise Credit Information Publicity System within 30 days of the date of such resolution. A creditor has the right within 30 days of receipt of the notice from the Company or, in the case of a creditor who does not receive such notice, within 45 days of the date of the announcement, to require the Company to repay its debts or to provide a corresponding guarantee.

The Company shall, in case of reducing registered capital, reduce the capital contribution amount or shares in proportion to shares held by shareholders, unless otherwise provided by law or these Articles of Association.

The Company shall, in case of increasing or reducing registered capital, handle the alteration registration in the registration organs in accordance with the law.

Article 23 Where the Company still has losses after offsetting its losses in accordance with the second paragraph of Article 95 of these Articles of Association, it may reduce its registered capital to offsetting such losses. If the Company reduces its registered capital to offset losses, no distribution shall be made to shareholders.

To reduce the registered capital in accordance with the preceding paragraph, the provisions of the second paragraph of Article 22 of these Articles of Association shall not apply. However, an announcement shall be made in newspapers as prescribed by the Relevant Regulatory Rules or on the National Enterprise Credit Information Publicity System within 30 days from the date on which a resolution is made at the general meeting to reduce the registered capital.

After the Company reduces its registered capital in accordance with the preceding two paragraphs, no profit shall be distributed before the accumulated amounts of the statutory reserve fund and discretionary reserve fund reach 50% of the Company’s registered capital.

Article 24 The Company shall not purchase its own shares, except under any of the following circumstances:

(1) reducing its registered capital;
(2) merging with another company that holds shares in the Company;
(3) allotting shares for employee stock ownership plans or stock incentive plans;
(4) requested by any shareholder to purchase his shares because this shareholder objects to the Company’s resolution on merger or division made by the general meeting;
(5) converting shares for the corporate bonds convertible into shares issued by the Company;
(6) deemed necessary by the Company for the purpose of maintaining the Company’s value and shareholders’ rights and interests.

Article 25 The Company may purchase its own shares through public centralized trading method or other means recognized under the Relevant Regulatory Rules.

Where the Company purchases its own shares for the circumstances stipulated in sub-paragraphs (3), (5) and (6) of Article 24 of these Articles of Association, such purchase shall be conducted through public centralized trading method.

Article 26 If the Company purchases shares of the Company due to reasons provided in item (1) to (2) of Articles 24, such purchase shall be decided by resolutions passed at the general meeting; save as otherwise provided in the Relevant Regulatory Rules, if the Company purchases shares of the Company due to reasons as provided in item (3), (5) and (6) of Article 24 of these Articles of Association, such purchase shall be resolved by a board meeting attended by 2/3 or more of the directors.

Where shares of the Company are purchased in accordance with item (1) of Article 24, it shall be cancelled within 10 days upon its purchase; where shares of the Company are purchased in accordance with item (2) or (4), it shall be transferred or cancelled within 6 months upon its purchase; where the shares of the Company are purchased in accordance with item (3), (5) or (6), the total number of shares of the Company held by the Company shall not exceed 10% of the total number of shares issued by the Company, and shall be transferred or cancelled within 3 years.

CHAPTER 5 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

Article 27 The Company shall establish a register of shareholders based on the certificates provided by the securities registration and clearing institution, and the register of shareholders shall be sufficient evidence of the shareholders’ shareholdings in the Company.

Article 28 When the Company holds a general meeting, distributes dividend, liquidates or engage in other matters which need to determine the identity of the shareholders, the board of directors or the convener of general meeting shall determine a record date. The shareholders of the Company entitled to relevant rights shall be such persons who appear in the register of shareholders at the close of such record date.

Where the Relevant Regulatory Rules specify the closure of register of members when the Company needs to determine the identity of the shareholders, such rules shall prevail.

CHAPTER 6 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

Section 1 General Shareholders’ Rights

Article 29 A shareholder shall enjoy rights and assume obligations according to the class of shares held by him/her/it; shareholders who hold shares of the same class shall enjoy the same rights and assume the same obligations.

Article 30 The shareholders of the Company shall enjoy the following rights:

(1) the right to receive dividends and other distributions in proportion to their shareholdings;

(2) the right to require the holding of, convene, preside, attend or appoint a proxy to attend general meetings in accordance with the law, and to exercise relevant rights to speak and vote on matters under consideration at the general meeting;

(3) the right to supervise the Company’s business operations, the right to present proposals or to raise enquiries;

(4) the right to transfer, donate and pledge shares as held by the shareholders in accordance with the Relevant Regulatory Rules and provisions of these Articles of Association, provided that the Company shall not accept its own shares as the subject of the pledge;

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(5) subject to production of the relevant written proofs of shares that they are holding to the Company and verification of their identities of shareholders by the Company, and on the premises that they bear the related costs incurred, shareholders shall have the right to obtain relevant information in accordance with Relevant Regulatory Rules and provisions of these Articles of Association, in which information includes: inspecting and copying these Articles of Association, the register of shareholders, minutes of general meetings, resolutions of the board meetings and financial and accounting statements;

(6) in the event of the termination or liquidation of the Company, the right to participate in the distribution of remaining assets of the Company in accordance with the number of shares held;

(7) the right to demand the Company to purchase the shares of the shareholder who object to the merger and division resolution made in the general meeting;

(8) other rights prescribed by the Relevant Regulatory Rules and these Articles of Association.

Article 31 For shareholders requesting to inspect and copy relevant materials of the Company, such shareholders shall comply with the provisions of the Company Law, the Securities Law and other Relevant Regulatory Rules in relation to the protection of state secrets, trade secrets, personal privacy and personal information, submit a written request that states their purpose and reasons to the Company, and sign a confidentiality agreement.

Within the scope of disclosure as permitted by laws and regulations, the Company may provide relevant materials to shareholders by means of using pseudonyms, summarising or redacting relevant information, in order to comply with the provisions of the Company Law, the Securities Law and other Relevant Regulatory Rules in relation to the protection of state secrets, trade secrets, personal privacy and personal information.

Article 32 Where a resolution passed by the general meeting or the board of directors violates laws or administrative regulations, shareholders shall have the right to request the People's Court to invalidate the same.

If the convening procedures or voting methods for a meeting of the general meeting or the board of directors violate laws, administrative regulations or these Articles of Association, or if the content of a resolution violates these Articles of Association, shareholders shall have the right to request the People's Court to revoke the same within 60 days from the date of such resolution. However, this shall not apply if the convening procedures or voting methods for a meeting of the general meeting or the board of directors have only minor flaws without having a material impact on the resolution.

Where there is a dispute among the board of directors, shareholders or other relevant parties in respect of the validity of a resolution of the general meeting, a lawsuit shall be promptly filed with the People's Court. Before a judgment or ruling awarded by the People's Court, the relevant parties shall implement the resolution of the general meeting. The Company, directors and senior management shall earnestly perform their duties to ensure the normal operation of the Company.

Where the People’s Court makes a judgment or ruling on relevant matters, the Company shall perform its information disclosure obligations in accordance with the Relevant Regulatory Rules, by fully explaining the impact, and actively cooperating in their enforcement after the judgment or ruling takes effect. If rectification of prior matters is involved, it shall be dealt with promptly and the corresponding information disclosure obligations shall be performed.

Article 33 Where directors or senior management other than members of the audit committee violate the provisions of laws, administrative regulations or these Articles of Association while performing their duties, causing losses to the Company, shareholders who individually or collectively hold 1% or more of the Company’s shares for 180 consecutive days or more shall have the right to make a written request to the audit committee to file a lawsuit with the People’s Court. Where members of the audit committee violate the provisions of laws, administrative regulations or these Articles of Association while performing their duties, causing losses to the Company, the aforementioned shareholders may make a written request to the board of directors to file a lawsuit with the People’s Court.

In case that the audit committee or the board of directors refuses to file a lawsuit after receiving the written request from the shareholders as stipulated in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of such request, or in urgent circumstances where failure to file a lawsuit immediately will cause irreparable damage to the interests of the Company, the shareholders as referred to in the preceding paragraph shall have the right to directly file a lawsuit with the People’s Court in their own name for the interests of the Company.

Where third parties infringe upon the legitimate rights and interests of the Company, causing losses to the Company, the shareholders as referred to in the first paragraph of this Article may file a lawsuit with the People’s Court in accordance with the preceding two paragraphs.

Article 34 Where directors or senior management violate the provisions of laws, administrative regulations or these Articles of Association, causing damage to the interests of shareholders, such shareholders may file a lawsuit with the People’s Court.

Article 35 The shareholders of the Company shall assume the following obligations:

(1) to comply with the Relevant Regulatory Rules and these Articles of Association;

(2) to pay subscription money according to the number of shares subscribed and the method of subscription;

(3) not to withdraw his/her/its share capital unless required by the Relevant Regulatory Rules;

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(4) not to abuse the shareholder's right to infringe the interest of the Company or other shareholders; not to abuse the independent position of the legal person and the limited liability of the shareholder of the Company to impair the interest of the creditor of the Company; where the shareholder's abuse of its power has caused damage to other shareholders, it shall bear its compensation obligations in accordance with the law; where the shareholder's abuse of its independent position and shareholder's limited liability and evasion of its debt have caused serious damage to the creditor's interest, it shall bear several and joint liability upon the debt of the Company.

(5) other obligations imposed by the Relevant Regulatory Rules and these Articles of Association.

Section 2 Controlling Shareholders and De Facto Controllers

Article 36 The controlling shareholder(s) and de facto controller(s) of the Company shall exercise his/her/their rights and perform his/her/their obligations in accordance with the Relevant Regulatory Rules, safeguard the interests of the Company, and comply with the following provisions:

(1) legally exercise shareholder's rights, without abusing their controlling power or utilizing related party relationships to prejudice the legitimate rights and interests of the Company or other shareholders;

(2) strictly fulfill public statements and various commitments made, without making any unilateral change or waiver;

(3) strictly perform information disclosure obligations in accordance with the Relevant Regulatory Rules, proactively cooperate with the Company in performing information disclosure work, and promptly inform the Company of material events that have occurred or are intended to occur;

(4) not unlawfully misappropriate any funds of the Company in any way;

(5) not forcefully order, instruct or require the Company and relevant personnel to unlawfully provide guarantees;

(6) not exploit the non-public material information of the Company to seek benefits, not disclose any non-public material information related to the Company in any way, and not engage in illegal activities such as insider trading, short-swing trading, or market manipulation;

(7) not prejudice the legitimate rights and interests of the Company and other shareholders through any means such as non-fair related party transactions, profit distribution, asset restructuring, or external investments;

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(8) ensure that the assets injected into the Company are complete, and are independent in business, assets, finance and other aspects;

(9) other provisions of the Relevant Regulatory Rules and these Articles of Association.

If the controlling shareholder(s) and de facto controllers of the Company instruct directors or senior management to engage in acts that prejudice the interests of the Company or shareholders, they shall bear joint and several liability with such directors and senior management.

Article 37 Where the controlling shareholder(s) or de facto controller(s) pledge(s) the shares of the Company held by or actually controlled by them, they shall maintain the control and stable production and operation of the Company.

Article 38 Where the controlling shareholder(s) or de facto controller(s) transfer(s) the shares of the Company held by them, they shall comply with the restrictive provisions on share transfers in the Relevant Regulatory Rules and their commitments regarding restrictions on share transfers.

CHAPTER 7 GENERAL MEETINGS

Section 1 General Provision of the General Meeting

Article 39 The general meeting of the Company is comprised of all shareholders. The general meeting is the authority organization of the Company and shall exercise its functions and powers in accordance with law.

Article 40 The general meeting shall have the following functions and powers:

(1) to elect non-employee representative directors;

(2) to remove directors;

(3) to decide on matters relating to the remuneration of directors;

(4) to approve the board of directors’ reports;

(5) to decide on the Company’s profit distribution plans and loss offsetting plans;

(6) to pass resolutions on the increase or reduction of the Company’s registered capital;

(7) to pass resolutions on matters such as merger (where the consideration paid exceeds 10% of the Company’s net assets), division, dissolution, liquidation or change of the corporate form of the Company;

(8) to pass resolutions on the appointment or dismissal of the accountants of the Company undertaking the Company’s annual audit business;

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(9) to amend these Articles of Association;
(10) to decide on such matters as the purchased and sold assets in one year by the Company exceed 30% of the audited total assets of the Company of the latest term;
(11) to decide to change the use of the raised proceeds;
(12) to decide on stock incentive plans and employee stock ownership plans;
(13) to pass resolutions on the issue of corporate bonds;
(14) to pass resolutions on the issue of any type of shares, warrants, bonds convertible into the shares of the Company and other similar securities by the Company;
(15) to pass resolutions or grant authorizations for the repurchase of the Company’s shares;
(16) to decide on other matters which, according to the Relevant Regulatory Rules or these Articles of Association, need to be considered by shareholders in general meetings.

The general meeting may authorize the board of directors to pass resolutions on the issue of corporate bonds.

The general meeting may authorize the board of directors to pass resolutions on the issue of shares and corporate bonds convertible into shares, and the specific implementation shall comply with the Relevant Regulatory Rules and the provisions of these Articles of Association.

Unless otherwise provided for by Relevant Regulatory Rules and these Articles of Association, the aforementioned functions and powers of the general meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.

Article 41 Subject to Article 40 of these Articles of Association, where necessary and reasonable, the board of directors can be authorized at a general meeting to determine specific matters which are related to the matters to be resolved and are not possible or not necessary to be determined in that general meeting. The authorization should be clear and specific.

If the shareholders authorize the board of directors at a general meeting to determine matters which shall be determined by ordinary resolutions, the matter should be resolved by a majority of the attending shareholders (including their proxy) who have voting rights; if the authorization relates to matters which shall be determined by special resolutions, the matter should be resolved by 2/3 or more of the attending shareholders (including their proxy) who have voting rights.

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Article 42 Provided that the Company is in a crisis or other exceptional circumstances, and unless approval of shareholders in the form of a special resolution is obtained in a general meeting, the Company shall not enter into any contract with any person other than the directors and senior management pursuant to which such person shall be responsible for the management and administration of the whole or any substantial part of the Company’s business.

Article 43 General meetings are classified as annual general meetings or extraordinary general meetings.

Annual general meetings are held once every year and within 6 months from the end of the preceding accounting year.

At the annual general meeting, the board of directors shall report the work for the preceding year and submit the annual financial report.

Article 44 The board of directors shall hold an extraordinary general meeting within 2 months after the occurrence of any one of the following events:

(1) where the number of directors is less than the number stipulated in the Company Law or 2/3 of the number specified in these Articles of Association;

(2) where the unrecovered losses of the Company amount to 1/3 of the total amount of its share capital;

(3) where shareholder(s) who individually or jointly hold 10% or more of the Company’s issued voting shares (calculated based on the number of shares held as at the date of the written request submitted by the shareholder(s)) request(s) for the holding of an extraordinary general meeting;

(4) whenever the board of directors deems necessary;

(5) when the audit committee proposed to hold an extraordinary general meeting;

(6) other circumstances provided by the Relevant Regulatory Rules.

Article 45 When holding the general meeting by the Company, the convener of the meeting shall issue the notice 20 days prior to the annual general meeting (excluding the date of such meeting) and 15 days prior to the extraordinary general meeting (excluding the date of such meeting), informing shareholders of the time, venue and matters to be considered at the meeting. The issue time of the notice shall also comply with the relevant requirements of the Hong Kong Stock Exchange regarding the closure of register of members.

Article 46 Any shareholder who is entitled to attend and vote at a general meeting may appoint a proxy (whether such person is a shareholder or not) to attend on his/her/its behalf and exercise voting rights within the authorized scope, and a proxy so appointed shall be entitled to exercise the rights to speak and vote pursuant to the proxy from that shareholder.

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The clearing company designated under the Listing Rules shall have the right to appoint a proxy to attend the general meeting, and to speak and vote at the meeting; if one or more persons are authorized, the proxy form shall clearly indicate the authorized number and types of the shares.

Article 47 Resolutions of the general meetings shall be classified to ordinary resolutions or special resolutions. Other than those matters specified in Article 48 of these Articles of Association which shall be approved by a special resolution of the general meeting, all other matters shall be passed by an ordinary resolution of the general meeting.

An ordinary resolution must be passed by votes representing a majority of the voting rights represented by the shareholders (including their proxies) present at the general meeting.

A special resolution must be passed by votes representing 2/3 or more of the voting rights represented by the shareholders (including their proxies) present at the general meeting.

The shareholders (including their proxies) attending the meeting shall express one of the following opinions on the resolutions submitted for voting: for, against or abstaining, except where the securities registration and clearing institution, as the nominee of the holder of the shares under the Mainland China-Hong Kong Stock Markets Connect Program (內地與香港股票市場交易互聯互通機制), express in accordance with the intentions of the beneficiary holders. For H shares held by HKSCC Nominees Limited, the number of shares for which it is authorized to vote at the meeting shall be counted as the voting shares represented by it present at the meeting.

Article 48 The following matters shall be resolved by a special resolution at a general meeting:

(1) the increase or reduction in registered share capital of the Company;
(2) the merger (the payment exceeds 10% of the Company's net assets), division, dissolution, change of corporate form and liquidation of the Company;
(3) amendment to these Articles of Association;
(4) where the purchase or sale of major assets or amount of guarantee provided to others exceeds 30% of the audited total assets of the latest period;
(5) stock incentive plans;
(6) any other matters required by the Relevant Regulatory Rules or these Articles of Association, and those considered by the shareholders in general meeting, and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and should be adopted by special resolutions.

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Section 2 Special Procedures for Voting by Domestic Share or H Share Shareholders

Article 49 Where the capital of the Company includes shares which do not carry voting rights, the words “non-voting” must appear in the designation of such shares.

Where the equity capital of the Company includes shares with different voting rights, the designation of each type of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”.

Article 50 Rights conferred on any holder of domestic share or H share cannot be varied or cancelled save with the approval of a special resolution of shareholders in a general meeting and by holders of domestic share or H share at a separate meeting convened in accordance with Articles 52 to 54 hereof.

Article 51 The following circumstances shall be deemed to be alteration or abrogation of the rights conferring to the holders of domestic share or H share:

(1) to increase or decrease the number of shares of that type, or to increase or decrease the number of shares of a type that enjoys equal or greater voting rights, distribution rights, or other privileges than those of the shares of that type;

(2) to exchange all or part of the shares of that type for shares of another type or to exchange or to create a right to exchange all or part of the shares of another type for shares of that type;

(3) to remove or reduce rights to receive accrued dividends or accumulated dividends attached to shares of that type;

(4) to reduce or remove preferential rights attached to shares of that type to receive dividends or to the distribution of assets in the event that the Company is liquidated;

(5) to add, remove or reduce conversion privileges, options, voting rights, transfer or pre-emptive rights, or rights to acquire securities of the Company attached to shares of that type;

(6) to remove or reduce rights to receive payment payable by the Company in specific currencies attached to shares of that type;

(7) to create a new type of shares having voting or distribution rights or other rights equal or superior to those of the shares of that type;

(8) to restrict the transfer or ownership of shares of that type or to increase the restrictions attaching thereto;

(9) to issue rights to subscribe for, or to convert the existing shares into, shares in the Company of that type or another type;

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(10) to increase the rights or privileges of shares of another type;
(11) to restructure the Company in such a way that holders of different type of shares bearing disproportionate liabilities;
(12) to alter or abrogate the provisions of this Section.

Article 52 Affected holder of domestic share or H share, whether or not otherwise having the right to vote at general meetings, have the right to vote at the meetings of holders of domestic share or H share in respect of matters concerning sub-paragraphs (2) to (8), (11) and (12) of Article 51 hereof, but interested shareholder(s) shall not be entitled to vote at such meeting.

“interested shareholder(s)”, as such term is used in the preceding paragraph, means:

(1) in the case of a repurchase of shares by way of a general offer to all shareholders of the Company or by way of an on-market repurchase pursuant to Article 27, an “interested shareholder” is a “controlling shareholder” within the meaning of the Relevant Regulatory Rules;
(2) in the case of a repurchase of shares by an off-market agreement, an “interested shareholder” is a holder of the shares to which the proposed agreement relates;
(3) in the case of a restructuring of the Company, an “interested shareholder” is a shareholder who assumes a relatively lower proportion of liabilities than the obligations imposed on shareholders of the same type under the proposed restructuring or who has an interest in the proposed restructuring different from the general interests of the shareholders of that type.

Article 53 Resolutions of holders of domestic share or H share shall be passed by votes representing 2/3 or more of the voting rights of shareholders of that type present at the relevant meeting who are entitled to vote.

Article 54 The special procedures for approval by holders of domestic share or H share shall not apply in the following circumstances:

(1) where the Company issues domestic share and H shares, upon the approval by special resolution of its shareholders at a general meeting, either separately or concurrently once every 12 months, not exceeding 20% of each of its existing issued domestic share and H shares;
(2) where unlisted shares held by shareholders of the Company become listed for trading overseas with the approval of the securities regulatory authorities of the State Council.

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CHAPTER 8 BOARD OF DIRECTORS

Article 55 The Company shall have a board of directors, and the board of directors is responsible for formulating strategies, making decisions and preventing risks. The number and composition of its members shall comply with the requirements of the Relevant Regulatory Rules. Members of the board of directors shall possess the knowledge, skills and qualities required to perform their duties, have a reasonable professional structure, and comply with diversity policies.

Directors shall ensure that they have sufficient time and energy to perform their duties.

Article 56 The board of directors shall consist of 7 to 11 directors and there shall be 1 chairman of the board and can be 1 vice-chairman of the board.

The board of directors of the Company shall consist of at least 1/3 independent directors, with a minimum of 3 members, including at least 1 accounting or financial management professional who meets the requirements under the Relevant Regulatory Rule (referred to as "accounting professional").

The board of directors shall also include at least 1 employee representative.

Article 57 Directors shall be natural persons. Directors who are not employee representatives shall be elected by the general meeting. Employee representative directors shall be democratically elected and replaced by the Company's employees through the employee representative meeting, employee meeting, or other forms.

Each board of directors has a term of 3 years. The term of office of a director shall be calculated from the date of their assumption of office until the expiry of the term of the present session of the board of directors and may be removed from office by the general meeting before the expiration of their term. At the expiry of the term of office of a director, the term is renewable upon re-election, while the term of office of any independent director shall meet the requirements of Relevant Regulatory Rules.

Directors who are not employee representatives should assume their office immediately after the close of the relevant general meeting, or on the date specified in the resolution of the general meetings and the term of office for employee representative directors shall be determined in accordance with the service contracts signed between the Company and such directors.

Where the directors fail in timely re-election, the original directors shall, prior to the assumption of the re-elected directors, perform its director duties in accordance with the Relevant Regulatory Rules and the provisions of these Articles of Association.

Article 58 Directors who are not employee representatives shall be nominated by the board of directors, the audit committee, or shareholders individually or collectively holding 1% or more of the Company's total voting shares, and shall be submitted to the general meeting in the form of proposal for approval.

The board of directors should inform the shareholders of the resume and basic profiles of the director candidates by way of announcement.

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Article 59 Directors shall be elected in the following manner at the general meeting:

(1) the nominator of a candidate for director shall seek the consent of the nominee, find out the occupation, academic qualification, professional title and working experience including part-time jobs of the nominee, and provide written proofs of the same to the Company before making the nomination;

(2) The candidate shall give a written undertaking to the Company agreeing to be nominated, undertaking the truthfulness, accuracy and completeness of his particulars disclosed and guaranteeing the performance of a director's duties after being elected;

(3) The nomination committee of the board of directors shall review the qualifications of the position of nominees and formulate clear review opinions for submission to the board of directors for consideration.

Article 60 Provided that the Relevant Regulatory Rules are observed, a director whose term of office has not yet been expired may be removed in a general meeting by way of ordinary resolution, which shall come into effect from the date on which such resolution is made. Where a director is removed from office prior to expiration of his/her term of office without reasonable cause, such director may demand compensation from the Company.

Article 61 A director may resign before his/her term of office expires. In resigning his duties, a director shall tender a resignation report to the board of directors in writing. Unless otherwise stipulated by the Relevant Regulatory Rules and these Articles of Association, the resignation shall become effective on the date the Company receives the written resignation report, and the board of directors shall disclose such resignation in accordance with the Relevant Regulatory Rules in a timely basis.

Upon a director's resignation becoming effective or at the expiry of his/her office, the director shall complete all handover procedures to the board of directors.

If the resignation of a director causes the board of directors' members of the Company to fall below the minimum number of members to form a quorum, prior to the assumption of the re-elected director, the resigned director shall perform his/her directorship pursuant to the Relevant Regulatory Rules and these Articles of Association.

Article 62 The board of directors shall exercise the following duties and powers:

(1) to be responsible for the convening of the general meetings and to report its work to the general meetings;

(2) to implement the resolutions passed by the general meetings;

(3) to determine the Company's development strategies and five-year development plans;

(4) to determine the Company's business plans and investment proposals;

(5) to consider the Company's annual budgets and annual financial report;

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(6) to formulate the Company’s profit distribution proposal and loss offsetting proposal;

(7) to formulate proposals for the credit and financial policies of the Company, the increase or reduction of the Company’s registered capital and for the issue of any kind of securities by the Company (including but not limited to the Company’s debentures) and proposals for listing and repurchase of the Company’s shares;

(8) to formulate plans for significant acquisition or disposal proposals, the merger, division, change of corporate form or dissolution of the Company, and to decide on mergers where the consideration paid by the Company does not exceed 10% of the Company’s latest audited net assets;

(9) to decide, within the authority granted to them in general meeting, on matters such as investment, purchase or sale of assets, pledges, entrusted financial management arrangements, connected transaction;

(10) to evaluate external guarantees or financial assistance of the Company in accordance with the Relevant Regulatory Rules;

(11) to decide on the Company’s internal management structure;

(12) to appoint or remove the Company’s president and to appoint or remove the vice president and the chief financial officer and the general counsel of the Company according to the recommendations of the president; to appoint or remove the secretary to the board of directors; to decide on their remuneration, reward and punishment;

(13) to determine the establishment of Company’s branch offices;

(14) to formulate proposals for any amendment of these Articles of Association;

(15) to formulate, review and monitor the Company’s basic management systems, policies and practices;

(16) to manage the disclosure of information of the Company;

(17) to propose to general meeting to engage or change the accounting firm which undertakes annual auditing work of the Company;

(18) to consider the president’s work report and supervise the president’s work;

(19) to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

(20) to review and monitor the training and continuous professional development of directors and senior management personnel;

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(21) to review the Company’s compliance with the Corporate Governance Code as set out in Hong Kong Listing Rules and disclosures in the Corporate Governance Report;

(22) to determine important matters and administrative matters of the Company other than those which should be determined by resolution of a general meeting of the Company as specified by the Relevant Regulatory Rules and these Articles of Association, and to enter to other important agreements;

(23) to exercise any other powers as stipulated by the Relevant Regulatory Rules or these Articles of Association and conferred by the shareholders at a general meeting.

Article 63 The statutory powers of board of directors shall be exercised collectively by the board of directors and shall not be delegated to others, nor shall they be altered or deprived by resolutions of the general meeting. For powers other than the statutory powers of the board of directors, they can be delegated by the board of directors to the chairman of the board or the president, but matters concerning material interests of the Company shall be determined by the board of directors collectively. The authorization of the board of directors shall be clear and specific.

The board of directors shall establish special committees such as audit committee, nomination committee, remuneration committee, strategy and development committee and ESG committee in accordance with Relevant Regulatory Rules and can establish other special committees in accordance with the Relevant Regulatory Rules (as amended from time to time) and the actual needs of the Company. The special committees shall perform its duties pursuant to the authorization of the board of directors and according to these Articles of Association. The audit committee shall perform the function and powers of the supervisory committee as stipulated by the Company Law.

The board of directors shall formulate the relevant terms of references of the special committees in accordance with the Relevant Regulatory Rules.

Article 64 When making decisions on significant matters such as direction of reform and development, key objectives, and priority operational arrangements of the Company, the board of directors shall seek advice from the Party organization in advance. When the board of directors appoints the management personnel of the Company, the Party organization shall consider and provide comments on the candidates for management positions nominated by the board of directors or the president, or recommend candidates to the board of directors and/or the president.

Article 65 An independent director shall exercise the following special functions and powers in addition to those conferred by the Relevant Regulatory Rules and these Articles of Association:

(1) to independently appoint intermediaries to conduct audits, consultations or verifications on specific matters of the Company;

(2) to propose to the board of directors to hold an extraordinary general meeting;

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(3) to propose the holding of a board meeting;
(4) to collect shareholders' rights from shareholders in accordance with the law;
(5) to express independent opinions on matters that may harm the interests of the Company or its minority shareholders; and
(6) other powers stipulated in the Relevant Regulatory Rules and these Articles of Association.

The independent directors shall seek the consent of a majority of the independent directors in exercising their functions and powers other than sub-paragraphs (1) to (3) above.

Where independent non-executive directors exercise the aforesaid powers, the Company shall make timely disclosure. If the above functions and powers are not exercised properly, the Company shall disclose the specific circumstances and reasons.

Article 66 The chairman and the vice chairman shall be elected and removed by a majority votes of all directors.

Article 67 The chairman of the board shall exercise the following duties and powers:

(1) to preside over general meetings and to convene and preside over the board meetings;
(2) to coordinate and perform the responsibilities of the board of directors, supervise and review the implementation of resolutions passed by the board of directors at the board meetings;
(3) to exercise the powers of the legal representative;
(4) to sign the certificates of shares of the Company, important documents of the board, and other documents which should be signed by the Company's legal representative;
(5) to exercise the special right to deal with the Company's affairs during emergency such as the occurrence of natural disasters, where it is lawful and in the interest of the Company, and to report to the Company's board of directors and the general meetings thereafter;
(6) to exercise other powers conferred by the general meetings and the board of directors.

Article 68 The vice-chairman of the board shall assist the chairman of the board with his/her work. Whenever the chairman of the board is unable to or fails to exercise his/her powers, the vice-chairman of the board shall perform the duties; where the vice-chairman of the board is unable to or fails to fulfill his/her duty, a director shall be elected by a majority of the total members of the board of directors to perform the duties.

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Article 69 Regular board meetings shall be convened at least 4 times a year. The procedures for convening, giving notice of, holding and considering and voting at a board meeting shall comply with the requirements of the Rules of Procedure for the Board Meetings.

CHAPTER 9 PRESIDENT

Article 70 The Company shall have 1 president who is responsible for the board of directors. The president shall be nominated by the chairman of the board and appointed or removed by the board of directors.

The Company can have several vice presidents, 1 chief financial officer and 1 general counsel who shall assist the president in work. The Company can have several other senior management according to actual need to assist the president in work. The afore-mentioned senior management shall be nominated by the president and appointed or removed by the board of directors.

Article 71 The president shall exercise the following duties and powers:

(1) to be in charge of the Company’s production, operation and management, to coordinate the implementation of the resolutions of the board of directors and to report his/her work to the board of directors;

(2) to organize the implementation of the Company’s annual business plan and investment proposal;

(3) to draft plans for the establishment of the Company’s internal management structure;

(4) to draft plans for the establishment of the branch company of the Company;

(5) to draft the Company’s basic management policies system;

(6) to formulate specific rules and regulations for the Company;

(7) to propose the appointment or dismissal of the Company’s senior management personnel, such as vice president, the chief financial officer and etc.;

(8) to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors;

(9) to determine the wages, benefits, rewards and punishments of the Company’s staff, to determine the appointment and dismissal of the Company’s staff;

(10) to propose the convening of extraordinary meetings of the board of directors;

(11) other duties and powers conferred by these Articles of Association and the board of directors.

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Article 72 The senior management have the right to attend board meetings and to receive notices of meetings and other relevant documents, but do not have any voting rights at board meetings.

CHAPTER 10 SECRETARY TO THE BOARD

Article 73 The Company shall have 1 secretary to the board, being a senior management of the Company, who is responsible for the Company and the board of directors.

The Company shall formulate rules in relation to the work of the secretary to the board, specifying the responsibilities of the secretary to the board and the requirements for performing his/her duties.

The Company shall have a board office as the daily working body for the secretary to the board to perform his/her duties.

Article 74 The directors or other senior management of the Company can also act as the secretary to the board. The accountant of the accounting firm engaged by the Company shall not concurrently act as the secretary to the board of the Company.

Article 75 The secretary to the board shall be responsible for assisting the board of directors in promoting the Company's corporate governance, and the main duties include:

(1) to assist directors to deal with the daily matters of the board of directors, continuously provide, remind and ensure directors and senior management, etc. to be well informed of the laws, regulations, policies and requirements of both domestic and overseas regulatory organizations concerning the governance of the Company, and assist directors and senior management in complying with the Relevant Regulatory Rules and these Articles of Association when performing their duties and powers and fulfilling their commitments;

(2) to be responsible for the preparation and retention of general meeting and board meeting document, the retention of shareholder information documents, the meeting record work, ensure the decision-making of the meetings in conformity with the legal procedures, and to keep abreast of the execution of the resolutions of the board of directors;

(3) to ensure that the Company has complete organization documents and records;

(4) to ensure that the Company legally prepares and submits reports and documents as required by the regulatory authorities;

(5) to ensure that the register of shareholders of the Company is properly established and that the persons who have the right of access to the relevant documents and records of the Company can obtain the same in a timely manner;

(6) to be responsible for the organization and coordination of information disclosure, and urging the Company and relevant information disclosure obligors to comply with relevant information disclosure rules, to ensure a true, accurate, complete, timely and fair disclosure of information;

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(7) to be responsible for investor relations management, coordinating information communication between the Company and securities regulatory authorities, investors and de facto controllers, intermediaries, relevant media and others;
(8) to participate in and organize the financing in capital market;
(9) to perform other duties stipulated by the Relevant Regulatory Rules and these Articles of Association.

CHAPTER 11 GENERAL COUNSEL

Article 76 The Company shall adhere to the rule of law in corporate governance, and strives to build a law-abiding enterprise with sound governance, operational compliance, management discipline, law-abiding and integrity.

The audit committee of the board of directors shall be responsible for advancing and guiding the establishment of the Company's rule of law and compliance management.

Article 77 The Company shall have the general counsel. The general counsel shall play the role of legal review in operation management, promoting the establishment of the Company's rule of law and compliance management.

The general counsel, a member of the senior management personnel of the Company, shall be nominated by the president and appointed or removed by the board of directors.

Article 78 The general counsel shall attend any board meeting that involves legal affairs to be considered and provide legal advice.

CHAPTER 12 QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS, SENIOR MANAGEMENT OF THE COMPANY

Article 79 A person may not serve as a director and senior management of the Company if any of the following circumstances apply:

(1) a person who does not have or who has limited capacity for civil conduct;
(2) a person who has been found guilty of corruption, bribery, infringement of property or misappropriation of property or other crimes which destroy the socialist economic order, or a person who has been deprived of his political rights and less than 5 years have lapsed since the sentence was served, or who has been declared to be under suspension of sentence, where less than 2 years have elapsed since the end of the period of suspension of sentence;
(3) a person who is a former director, factory manager or manager of a company or enterprise which has been dissolved or put into liquidation and who was personally liable for the winding up of such company or enterprise, where less than 3 years have elapsed since the date of completion of the insolvent liquidation of the company or enterprise;

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(4) a person who is a former legal representative of a company or enterprise the business license of which was revoked or which was ordered to close down due to violation of law and who was personally liable therefor, where less than 3 years have elapsed since the date of the cancellation of the business license or the making of the order to close down of such company or enterprise;

(5) a person who has been listed as a defaulter by the People’s Court due to having a relatively large amount of debts which have become due and outstanding;

(6) a person who has been subject to securities market entry restrictions by the securities regulatory authority in the jurisdiction where the company’s shares are listed, or who has been deemed unsuitable to serve as directors or senior management of a listed company, and the prohibition has still not been uplifted;

(7) other circumstances which are applicable according to relevant regulatory rules.

The election of directors or the engagement of senior management in contravention to the provisions under this Article shall be null and void. Upon any contravention of this Article above by the directors or senior management during their term of office, the Company shall remove them from their positions.

Article 80 Directors and senior management shall comply with Relevant Regulatory Rules and these Articles of Association and shall have a fiduciary obligation to the Company, take measures to avoid any conflict of interest with the Company and not utilize their positions to seek undue benefits.

Directors and senior management shall fulfill the following fiduciary obligations:

(1) not to encroach upon the Company property or embezzle the Company’s funds;

(2) not to deposit the funds of the Company in an account opened under their personal names or any other names;

(3) not to use the authority to take bribes or solicit other illegal incomes;

(4) not to directly or indirectly sign any contract or deal with the Company before reporting to the board of directors or the general meeting and passing the resolution at the board meeting or the general meeting in accordance with the provisions of these Articles of Association;

(5) not to capitalize on their positions to seek for themselves or others any business opportunity that belongs to the Company, unless reported to the board of directors or the general meeting and approved by a resolution of the general meeting, or the Company is not able to take advantage of the business opportunity in accordance with the laws, administrative regulations or the provisions of these Articles of Association;

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(6) not to operate the same business as the Company for themselves or for others without reporting to the board of directors or the general meeting and passing a resolution at the general meeting;

(7) not to misappropriate commissions derived from others for transactions entered into by the Company;

(8) not to disclose confidential information of the Company without permission;

(9) not to abuse his connection relationship with the Company to jeopardize the interests of the Company;

(10) other fiduciary obligations as required by the Relevant Regulatory Rules and these Articles of Association.

Any income obtained by the directors or senior management as a result of a violation of this Article shall be owned by the Company. If the Company suffers any loss as a result, the directors shall be held liable accordingly.

The provisions in item (4) of the second paragraph of this Article shall apply to contracts or transactions entered into by close relatives of directors or the senior management, enterprises directly or indirectly controlled by directors or the senior management or their close relatives, and associates with whom directors or the senior management have other related relationships.

Article 81 The fiduciary duty of a director and the senior management to the Company and its shareholders shall not be automatically discharged upon expiry of their term of office, it may continue for such period as the principle of fairness may require depending on the length of time which has lapsed between the termination and the act concerned and on the circumstances and the terms under which the relationship between the relevant director and the senior officer on one hand and the Company on the other hand was terminated. The responsibilities to be borne by directors and senior management for performing their duties during their tenure of office shall not be exempted or terminated by their departure.

Public commitments made by directors and senior management during their tenure of office shall continue to be fulfilled regardless of the reasons for their departure. If a public commitment has not been fulfilled by the time of departure, the departing personnel shall submit a written explanation before departure, clarifying the specific unfulfilled commitments, the estimated completion time, and the subsequent fulfillment plan. The Company shall take appropriate measures to urge the departing personnel to fulfill their commitments when necessary.

After the departure of directors and senior management, their obligation to keep the Company's trade secrets shall remain effective after the end of their tenure until such secrets become public information.

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Article 82 Without the lawful authorization of these Articles of Association or the board of directors, a director of the Company may not act personally on behalf of the Company or the board of directors. If he/she acts personally, he/she shall declare his/her own position and identity in advance where the acting would cause a third party to believe reasonably that he/she is acting on behalf of the Company or the board of directors.

Article 83 The directors and senior management shall abide by Relevant Regulatory Rules and the provisions of these Articles of Association, and shall fulfill the duty of diligence to the Company, and shall perform their duties with the reasonable care normally expected of a manager in the best interests of the Company.

The directors and senior management shall bear the following obligations to the Company:

(1) in line with the national laws, administrative rules as well as the various requirements of the national economic policies, exercise meticulously, gravely and assiduously the rights authorized by the Company so as to ensure the Company's business act in compliance with national laws, administrative regulations and all national economic policies and within the scope prescribed in the business license;

(2) give equal treatment to all the shareholders;

(3) investigate the performance of the Company;

(4) report regularly to the Company and signing confirmation opinion in writing to ensure the sincerity, preciseness and integrity of the information revealed by the Company;

(5) provide genuinely the relevant information and material to the audit committee, and not impede the audit committee to exercise its functions and powers;

(6) other obligations prescribed in Relevant Regulatory Rules and these Articles of Association.

Article 84 The Company shall be obligated to compensate the loss caused to others by a director and the senior management during the course of performing their duties, and the director and the senior management shall also be obligated to compensate such loss caused intentionally or by material default.

If a director or senior management has violated Relevant Regulatory Rules or these Articles of Association in discharging his duties thereby causing losses to the Company, he/she shall be liable for compensation.

Article 85 The Company shall enter into written contract with a director in relation to the rights and duties of the Company and the director, emoluments and term of office of the director, liability of the director for breach of law, regulations and these Articles of Association and compensation for early termination of the contract, obligations and liability of directors after the resignation, etc.

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CHAPTER 13 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING

Article 86 The Company shall establish its financial and accounting systems in accordance with the Relevant Regulatory Rules.

Article 87 The fiscal year of the Company shall adopt the calendar year, i.e. starting from the 1 January of every calendar year and ending on 31 December of every calendar year.

The Company shall adopt Renminbi as its denominated currency for booking and accounting purposes, the account books shall be recorded in Chinese.

At the end of each fiscal year, the Company shall prepare a financial report which shall be audited by an accounting firm according to the law.

Article 88 The Company’s financial reports shall be made available for shareholders’ inspection at the Company 20 days before the date of every annual general meeting.

Article 89 The financial report of the Company shall, in addition to being prepared in accordance with PRC enterprise accounting standards and regulations, be prepared in accordance with international accounting standards, or the accounting standards of the place overseas where the Company’s shares are listed. If there is any material difference between the financial reports prepared respectively in accordance with the two accounting standards, such difference shall be stated in the notes to the financial reports. In distributing its profits after tax for the relevant fiscal year, the lower of the two amounts shown in the financial reports shall be adopted.

Article 90 The Company shall publish its financial reports twice in each fiscal year, that is, the interim financial report shall be published within 3 months after the end of the first 6 months of each fiscal year; and the annual financial report shall be published within 4 months after the end of each fiscal year.

Article 91 The Company shall not keep accounts other than those required by law. Cash of the Company will not be deposited into any account opened in the name of an individual.

Article 92 When distributing the after-tax profits for the current year, the Company shall allocate 10% of its profits to the statutory common reserve fund. In the event that the accumulated statutory common reserve fund of the Company has reached 50% or more of the registered capital of the Company, no allocation will be required.

In the event that the statutory common reserve fund of the Company is insufficient to offset the losses of the Company on the previous year, before allocating the statutory common reserve fund in accordance with the stipulations of the previous paragraph, the Company shall first offset the losses by using the profits of the current year.

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After allocating the statutory common reserve fund from the after-tax profits of the Company, the Company can allocate the discretionary reserve fund according to the resolution of general meeting.

After offsetting the losses and appropriation to statutory reserve fund, the remaining after-tax profits shall be distributed in accordance with the proportion of shares held by the shareholders.

Article 93 Where a general meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in breach of the regulations to the Company; where such violation causes losses to the Company, the shareholders and the liable directors and senior management shall bear liability for compensation.

The Company’s shares held by the Company itself shall not participate in the profit distribution.

Article 94 Capital reserve fund includes the following items:

(1) premium on shares issued at a premium price;

(2) the amount of proceeds from the issuance of no-par value shares not credited to registered capital;

(3) any other items designated for the capital reserve fund by the regulations of the finance department of the State Council.

Article 95 The reserve fund of the Company shall be applied for offsetting the losses, expansion of production and operation, or being converted to increase the registered capital of the Company.

If the Company utilizes its reserves to offset losses, it shall be based on the audited individual financial statements for the preceding year of the Company and to the extent of offsetting the negative undistributed profits as at the end of the period to zero. The discretionary reserves and the statutory reserves shall be used first in sequence. Should these reserves be insufficient to offset the losses, the capital reserves can be utilized in accordance with regulations.

When the statutory common reserve fund is converted to capital of the Company, the balance of the statutory common reserve fund shall not fall below 25% of the Company’s registered capital prior to such conversion.

Article 96 Profits Distribution

(1) The Company shall comply with the requirements of relevant laws and regulations of the Company Law, highly values the reasonable investment return to investors and ensure the continuity and stability of the profits distribution policy of the Company.

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(2) The Company can distribute dividends in the following manner: cash, shares, or other means permitted by laws, administrative rules, regulations of competent authorities and regulatory provisions in the place where the Company’s shares are listed.

(3) The profits distributed by the Company in the form of cash each year shall be no less than 30% of the net profits attributable to the Company’s shareholders in the year, under the circumstances that there are net profits attributable to the Company’s shareholders and accumulated undistributable profits, and that the Company’s investment plan and cash expenses can be satisfied. In case of force majeure such as war and natural disasters, or changes to the Company’s external operating environment which results in a material impact on its production and business, or relatively significant changes to the Company’s asset, business of financial position, the Company can adjust the aforementioned profits distribution ratio. In addition to the annual final dividend, the Company can make interim profit distribution or at other time as determined by the board of directors.

(4) Unless otherwise resolved by the general meeting, the board of directors can determine to distribute interim or other dividend.

Article 97 The Company shall calculate, declare and pay dividends and other amounts which are payable to holders of shares in RMB, and shall pay such amounts to the holders of shares in accordance with the Relevant Regulatory Rules.

Article 98 Unless otherwise provided by the relevant laws and administrative regulations, as regards dividends and other amounts payable in Hong Kong dollars, the applicable exchange rate shall be the average of the last published daily reference exchange rates by the China Foreign Exchange Trade System during the 5 working days prior to the announcement of payment of dividend and other amounts.

Article 99 In the event of distributing the dividends to shareholders of the Company, the payable taxes on the dividend incomes of the shareholders shall be withdrawn in accordance with the requirements of Taxation Law of China based on distributed amount.

Article 100 The Company shall appoint receiving agents for holders of the H shares. Such receiving agents shall receive dividends which have been declared by the Company and all other amounts which the Company should pay to holders of H shares on such shareholders’ behalf.

The receiving agents appointed by the Company shall meet the relevant requirements of the Relevant Regulatory Rules.

In respect of dividends distributed to shareholders, the Company, subject to the requirements of the relevant stock exchanges, has the power to forfeit unclaimed dividends but such power shall not be exercised until the expiration of relevant period.

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When permitted by laws, the Company has the power to sell the shares of a shareholder who is not able to be contacted under the following circumstances:

(1) during a period of 12 years at least 3 dividends in respect of the shares in question have become payable and no dividend during that period has been claimed; and
(2) on expiry of such 12 years the Company gives notice of its intention to sell the shares by way of an advertisement published in the newspapers and notifies the Hong Kong Stock Exchange of such intention.

Article 101 The Company adopts the system of internal auditing and hires professional auditors to undertake internal auditing of the Company's operating activities and internal control.

Article 102 The internal audit institution shall be responsible to the board of directors. The internal audit institution shall be subject to the supervision and guidance of the audit committee during the process of supervising and inspecting the Company's business activities, risk management, internal control, and financial information.

CHAPTER 14 APPOINTMENT OF ACCOUNTING FIRMS

Article 103 The Company shall appoint an independent firm of accountants which is qualified under the relevant national regulations to audit the Company's annual financial report, with a term of 1 year, subject to renewal.

Article 104 The appointment and removal of an accounting firm and the audit fees of the accounting firm shall be determined by the general meeting. The board of directors shall not appoint an accounting firm before the decision of the general meeting.

Article 105 The Company guarantees to provide the appointed accounting firm with true and complete accounting vouchers, accounting ledgers, financial accounting reports and other accounting information, and shall not refuse, conceal, or misrepresent them.

CHAPTER 15 EMPLOYEES

Article 106 In compliance with the State's laws and regulations, the Company shall establish a healthy and complete employee's management system and effectively develop and utilize human resources.

Article 107 Based on its business needs and subject to the Company's internal rules and regulations, the Company shall employ, dismiss or terminate employees labor contracts in its discretion within the scope stipulated by the State's laws and regulations.

Article 108 Pursuant to the State's regulations and these Articles of Association, the Company shall establish the salary, insurance, benefits systems. In light of the economic and social development and business operations of the Company, the Company shall make endeavors to enhance the overall benefits for its employees, and improve their working conditions.

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Article 109 Pursuant to the State’s regulations, the Company shall develop an employees training system based on its business development and employees needs, to best pave the path for employees professional development.

CHAPTER 16 THE LABOR UNION

Article 110 The employees of the Company shall duly organize the trade union, develop its event programs, and protect the employees’ lawful rights. The Company shall provide necessary conditions for the trade union to carry out its activities.

CHAPTER 17 MERGER AND DIVISION

Article 111 The merger of the Company can take the form of either merger by absorption or merger by the establishment of a new company.

In the event of a merger, the merging parties shall execute a merger agreement and prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s merger resolution passed and shall publish a public notice in a newspaper satisfying the Relevant Regulatory Rules or in the National Enterprise Credit Information Publicity System within 30 days from the date of the Company’s merger resolution passed. The creditor may, within 30 days as of its acknowledgement or within 45 days as of the date of the above announcement, require the Company for repayment of the debt or providing corresponding guarantee.

Article 112 If the consideration paid for the merger does not exceed 10% of the Company’s net assets, such merger does not need to be approved by shareholders at general meeting, unless otherwise stipulated by the Relevant Regulatory Rules and these Articles of Association.

If the Company merges in accordance with the preceding paragraph without a resolution of the general meeting, such merger shall be approved by the board of directors.

Article 113 Where there is a division of the Company, its assets shall be divided up correspondingly.

In the event of division of the Company, the parties to such division shall prepare a balance sheet and an inventory of assets. The Company shall notify its creditors within 10 days from the date of the Company’s division resolution passed and shall publish a public notice in a newspaper satisfying the Relevant Regulatory Rules or in the National Enterprise Credit Information Publicity System within 30 days of the date of the Company’s division resolution passed.

Article 114 During the merger of the Company, the debts and liabilities of the merging parties shall be assumed by the surviving company or the newly established company.

Debts incurred prior to the Company’s division shall be jointly and severally assumed by the companies formed after the division except where the Company has reached a written agreement with creditors regarding debt repayment prior to the division.

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Article 115 The Company shall, in accordance with law, apply for change in its registration with the companies registration authority where a change in any item in its registration arises as a result of any merger or division. Where the Company is dissolved, the Company shall apply for cancellation of its registration in accordance with law. Where a new company is established, the Company shall apply for registration thereof in accordance with law.

CHAPTER 18 DISSOLUTION AND LIQUIDATION

Article 116 The Company shall be dissolved and liquidated upon the occurrence of any of the following grounds:

(1) a resolution regarding the dissolution is passed by shareholders at a general meeting;

(2) dissolution is necessary due to a merger or division of the Company;

(3) business license is revoked lawfully and its operation is ceased or canceled by the relevant authorities;

(4) where the Company encounters severe operation difficulties and its continuation would cause substantial losses to shareholders’ interest and such difficulties cannot be resolved through other means, shareholders holding 10% or more of the voting rights can petition the People’s Court to dissolve the Company. The dissolution will be effected upon the People’s Court’s ruling.

Where the dissolution grounds specified in the preceding paragraph occurs, the Company shall disclose such grounds through the National Enterprise Credit Information Publicity System within 10 days.

Article 117 Where the Company is dissolved under sub-paragraph (1), (3) or (4) of the first paragraph of Article 116 of these Articles of Association, it shall be liquidated. The directors shall be the liquidation obligors of the Company and shall form a liquidation committee to conduct liquidation within 15 days from the date of occurrence of the dissolution ground.

The liquidation committee shall be composed of directors, unless otherwise resolved by a general meeting.

Where a liquidation committee is not established according to schedule or no liquidation is conducted after the establishment of a liquidation committee, the interested parties may apply to the People’s Court to organize the relevant personnel to establish a liquidation committee to proceed the liquidation.

Where the liquidation obligors fail to perform their liquidation obligations in a timely manner and cause losses to the Company or creditors, they shall be liable for compensation.

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Article 118 The liquidation committee shall, within 10 days of its establishment, send notices to creditors and shall, within 60 days of its establishment, publish a public announcement in a newspaper satisfying the Relevant Regulatory Rules or in the National Enterprise Credit Information Publicity System. The creditors who have received the notice shall, within 30 days as of its acknowledgement of the receipt, and the creditors who fail to receive the notice shall within 45 days as of the date of the announcement declare their creditor’s right to the liquidation committee.

The creditor who declares the creditor’s right shall state the relevant matter in relation to the debt and provide evidentiary materials. The liquidation committee shall register the creditors’ rights.

During liquidation period, the liquidation committee shall not settle any debt with the creditor.

Article 119 During the liquidation period, the liquidation committee shall exercise the following functions and powers:

(1) to categorize the Company’s assets and prepare a balance sheet and an inventory of assets respectively;

(2) to notify the creditors or to publish public announcements;

(3) to dispose of and liquidate any unfinished businesses of the Company;

(4) to pay all outstanding taxes and taxes incurred during the liquidation proceedings;

(5) to settle claims and debts;

(6) to allocate the surplus assets remaining after repayment by the Company of its debts;

(7) to represent the Company in any civil proceedings.

Article 120 After it has categorized the Company’s assets and after it has prepared the balance sheet and an inventory of assets, the liquidation committee shall formulate a liquidation plan and present it to general meeting or to the People’s Court for confirmation.

The remaining asset shall, after having paid the liquidation expense, salary of the staff, social insurance expense and the statutory compensation, the tax arrears and settled the Company’s debt, be distributed in accordance with the proportion of shares held by the shareholders.

The Company can, during the liquidation period, remain, but shall not carry out activities irrelevant to the liquidation.

Before the Company’s assets are distributed in accordance with paragraph 2 of this Article, they shall not be allocated to the shareholders.

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Article 121 Upon completion of the categorization of the Company’s assets and preparation a balance sheet and an inventory of assets, the liquidation committee discovers that the Company’s assets are insufficient to repay the Company’s debts in full, the liquidation committee shall apply to the People’s Court in accordance with laws for insolvency liquidation.

Upon acceptance of the bankruptcy application by the People’s Court, the liquidation committee shall transfer all matters arising from the liquidation to the bankruptcy administrator designated by the People’s Court.

Where the Company is declared bankrupt according to law, it shall carry out bankruptcy liquidation according to the legal provisions concerning bankruptcy liquidation.

Article 122 Following the completion of the liquidation, the liquidation committee shall prepare a liquidation report, which shall be submitted to the general meeting or the People’s Court for confirmation and submitted to the company’s registration authority to apply for cancellation of registration of the Company.

Article 123 The member of the liquidation committee shall perform their liquidation duties and owe a fiduciary duty and a duty of diligence.

Where the members of the liquidation committee neglect to perform their liquidation duties and cause losses to the Company, they shall bear compensation liability; where they cause losses to creditors due to intention or gross negligence, they shall bear compensation liability.

CHAPTER 19 PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

Article 124 The Company will amend these Articles of Association on the occurrence of any of the following events:

(1) the Company Law or the relevant laws or administrative regulations are amended and these Articles of Association are in conflict with the amended laws or administrative regulations;

(2) there is change to the Company which makes it not consistent with these Articles of Association;

(3) it has been approved by the shareholders in a general meeting to amend these Articles of Association.

Article 125 Any amendment to these Articles of Association shall be made in the following manner:

(1) The board of directors formulate a proposal for amendment to these Articles of Association in accordance with these Articles of Association;

(2) The foregoing proposal shall be notified to the shareholders and a general meeting shall be convened for voting;

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(3) The amendments shall be approved by a special resolution at a general meeting.

The board of directors shall amend these Articles of Association pursuant to the resolution of the general meeting for amendment to these Articles of Association and the approval opinions of the competent authority.

Article 126 If the amendments to these Articles of Association adopted by a resolution of the general meeting are required to be approved by the competent authorities, such amendments shall be submitted to the competent authorities for approval; if there is any change relating to the registered particulars of the Company, application shall be made for change in registration in accordance with law.

CHAPTER 20 NOTICE AND ANNOUNCEMENT

Article 127 Unless otherwise provided by these Articles and Association, subject to the Relevant Regulatory Rules and these Articles of Association, notices of the Company shall be issued in any of the following manner:

(1) by hand;
(2) by post;
(3) by public announcement;
(4) any other manner as recognized by securities regulatory institutions at the places where the Company’s share are listed or as provided in these Articles of Association.

If a notice of the Company is issued by public announcement, it shall be deemed received by relevant person once announced.

Subject to the Relevant Regulatory Rules, the Company may dispatch or provide corporate communications required by the Hong Kong Stock Exchange via the Company’s website, the Hong Kong Stock Exchange’s website, or through electronic method.

Article 128 When the Company is required to send, mail, pass, deliver, issue or provide relevant documents of the Company in both English and Chinese according to the relevant requirements of the securities regulatory authorities at the place where the Company’s shares are listed, if the Company has made appropriate arrangement to ensure whether its shareholders expect to receive an English copy only or a Chinese copy only, the Company can (based on the intention clearly presented by its shareholders) send an English copy or Chinese copy only to relevant shareholders within the scope permitted by applicable laws and regulations and in accordance with such applicable laws and regulations.

Article 129 If a notice of the Company is issued by hand delivery, the date when the recipient signed or stamped to acknowledge receipt of the same shall be regarded as the date of service.

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If a notice of the Company is sent by post, the 3rd business day from the date of its dispatch to the post office shall be the date of service.

If a notice of the Company is issued by public announcement, the date of the first publication of the announcement shall be regarded as the date of service.

If the notice of the Company is sent out in electronic form, the sending date is deemed as the date of service.

Subject to the Relevant Regulatory Rules, if a notice of the Company is sent by way of announcement via a website, the date of service shall be the date of first publication on the website.

Article 130 If a notice of meeting is accidentally failed to be sent to any person who is entitled to receive the same or that person has not received such a notice, it will not cause the meeting and any resolution made therein to be void.

CHAPTER 21 SUPPLEMENTARY

Article 131 These Articles of Association are written in Chinese. In the event of any discrepancy between other language versions and the Chinese version of these Articles of association or between different versions of these Articles of Association, the Chinese version of these Articles of Association most recently disclosed by the Company in accordance with the law shall prevail.

Article 132 The expressions of "or more" shall include the figures mentioned whilst the expressions of "exceed", "over", and "less than" shall not include the figures mentioned.

Article 133 The right to interpret these Articles of Association vests with the board of directors of the Company, and the right to amend these Articles of Association vests with general meeting, which shall become effective upon its adoption by the general meeting.

Article 134 If these Articles of Association are in conflict with the Relevant Regulatory Rules, the Relevant Regulatory Rules shall prevail.

Article 135 In these Articles of Association, references to "accounting firm" shall have the same meaning as "auditors".

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AI assistant

Sinopec Engineering Group Co Ltd. Audit Report / Information 2012

14896_rns_2025-12-23_4d6e43e4-14f1-4ec7-9567-7d8941a97a7c.pdf

CHAPTER 2 THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS

CHAPTER 3 SHARES AND REGISTERED CAPITAL

CHAPTER 4 INCREASE, REDUCTION AND REPURCHASE OF SHARES

CHAPTER 5 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

CHAPTER 6 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

Section 1 General Shareholders’ Rights

Section 2 Controlling Shareholders and De Facto Controllers

CHAPTER 7 GENERAL MEETINGS

Section 1 General Provision of the General Meeting

CHAPTER 8 BOARD OF DIRECTORS

CHAPTER 9 PRESIDENT

CHAPTER 10 SECRETARY TO THE BOARD

CHAPTER 11 GENERAL COUNSEL

CHAPTER 12 QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS, SENIOR MANAGEMENT OF THE COMPANY

CHAPTER 13 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING

CHAPTER 14 APPOINTMENT OF ACCOUNTING FIRMS

CHAPTER 15 EMPLOYEES

CHAPTER 16 THE LABOR UNION

CHAPTER 17 MERGER AND DIVISION

CHAPTER 18 DISSOLUTION AND LIQUIDATION

CHAPTER 19 PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

CHAPTER 20 NOTICE AND ANNOUNCEMENT

CHAPTER 21 SUPPLEMENTARY

AI assistant

Sinopec Engineering Group Co Ltd. — Audit Report / Information 2012

14896_rns_2025-12-23_4d6e43e4-14f1-4ec7-9567-7d8941a97a7c.pdf

CHAPTER 2 THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS

CHAPTER 3 SHARES AND REGISTERED CAPITAL

CHAPTER 4 INCREASE, REDUCTION AND REPURCHASE OF SHARES

CHAPTER 5 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS

CHAPTER 6 SHAREHOLDERS’ RIGHTS AND OBLIGATIONS

Section 1 General Shareholders’ Rights

Section 2 Controlling Shareholders and De Facto Controllers

CHAPTER 7 GENERAL MEETINGS

Section 1 General Provision of the General Meeting

CHAPTER 8 BOARD OF DIRECTORS

CHAPTER 9 PRESIDENT

CHAPTER 10 SECRETARY TO THE BOARD

CHAPTER 11 GENERAL COUNSEL

CHAPTER 12 QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS, SENIOR MANAGEMENT OF THE COMPANY

CHAPTER 13 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT DISTRIBUTION AND AUDITING

CHAPTER 14 APPOINTMENT OF ACCOUNTING FIRMS

CHAPTER 15 EMPLOYEES

CHAPTER 16 THE LABOR UNION

CHAPTER 17 MERGER AND DIVISION

CHAPTER 18 DISSOLUTION AND LIQUIDATION

CHAPTER 19 PROCEDURES FOR AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION

CHAPTER 20 NOTICE AND ANNOUNCEMENT

CHAPTER 21 SUPPLEMENTARY

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Sinopec Engineering Group Co Ltd. Audit Report / Information 2012