China Petroleum & Chemical Corporation (Sinopec Corp.) released its revised Articles of Association, approved at the 2025 Annual General Meeting on 13 May 2026. Key amendments span corporate governance, share capital, shareholder rights, board powers and profit-distribution framework.
Corporate Profile and Capital • Registered capital is confirmed at RMB 120.93 billion, divided into 120.93 billion ordinary shares with a par value of RMB 1 each. • Share mix remains 80.33% A-shares (97.14 billion shares) and 19.67% H-shares (23.78 billion shares). • The company may issue additional equity or convertible bonds, repurchase up to 10% of issued shares for specific purposes, and reduce capital subject to regulatory procedures.
Enhanced Governance Structure • Board size set at 9–15 directors, with at least one-third independent directors (minimum three, including one accounting professional). • Directors serve three-year terms; independent directors capped at six consecutive years. • Five specialised board committees mandated: Audit, Strategy, Nomination, Remuneration & Appraisal, and Sustainable Development. • An Audit Committee, composed solely of non-executive directors, assumes traditional supervisory functions, including financial oversight and the right to propose extraordinary general meetings.
Board & Management Authorities • The board gains explicit authority—within shareholder-approved limits—over annual budgets, investment proposals, external guarantees and financing plans. • Individual investment projects exceeding 5% of latest audited net assets require shareholder approval; smaller thresholds delegate authority to the board or executives. • External guarantees surpassing preset ratios (e.g., single guarantee above 5% of net assets or cumulative guarantees above 30% of total assets) must be approved by shareholders.
Shareholder Rights and Meetings • Shareholders may inspect corporate documents, propose meetings, and initiate litigation under defined conditions. • Resolutions altering class-share rights require separate meetings of A- and H-shareholders and two-thirds majority approval. • Cash dividends prioritised: when net profit and retained earnings are positive and liquidity is adequate, annual cash payout shall not be less than 30% of attributable net profit. Interim dividends may not exceed 50% of interim attributable profit without shareholder consent.
Party Organization & ESG Oversight • Consistent with Chinese regulations, Communist Party organizations are embedded in governance, supporting board and management decision-making. • A Sustainable Development Committee is instituted to supervise environmental, social and governance (ESG) matters, including health, safety and climate-related risks.
Liquidation & Dissolution Provisions • Detailed procedures cover merger, division, dissolution and liquidation, including creditor notification timelines (10-day notice, 30-day public announcement) and requirements for forming a liquidation committee.
Implementation The revised Articles take effect immediately and supersede previous versions. The board of directors is authorised to interpret the new Articles, while any further amendments must be approved by shareholders through special resolution and, where required, regulatory authorities.
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