Board Composition

1.Board composition

The Board of Directors shall consist of 11 to 15 directors.

The chairman/chairwoman shall exercise the following functions and powers:

1)to preside over shareholders’ general meetings and to convene and preside over meetings of the Board of Directors;

2)to coordinate and perform the responsibilities of the Board of Directors and review implementation of resolutions passed by the board at directors’ meetings;

3)to sign certificates of shares, bonds and other valuable securities issued by the Company;

4)to sign important documents from the Board of Directors and other documents which should be signed by the Company’s legal representative;

5)to exercise the functions and powers of the Company’s legal representative;

6)where it is lawful and in the interest of the Company, to exercise the special right to deal with the Company’s affairs during emergencies such as the occurrence of natural disasters, and to report to the Company’s Board of Directors and general meetings thereafter;

7)to exercise other powers conferred by the Board of Directors.

If the chairman/chairwoman is unable or fails to perform his/her duties, the vice-chairman/vice-chairwoman shall perform duties of the chairman/chairwoman; If the vice-chairman/vice-chairwoman is unable or fails to perform his/her duties, a director shall be jointly chosen by more than half of the directors to perform duties of the chairman/chairwoman.

2.Term of office, nomination, appointment, and dismissal of directors

Directors shall be elected at the shareholders’ general meeting to a term of three years. The term is renewable upon re-election. The term of office of any independent director may not be renewed for more than 6 years.

Candidates for non-independent directors shall be nominated by the Board of Directors, the board of supervisors or shareholders who hold 3% or more of the Company’s voting shares.

Candidates for independent directors shall be nominated by the Board of Directors, the board of supervisors or shareholders who hold 1% or more of the Company’s voting shares (individually or collectively).

Directors of the Company shall be elected by a cumulative voting system

A director may be removed before the expiry of term through resolutions of the general meeting of shareholders. If a director has failed to attend board meetings in person nor appoint a proxy to attend on his or her behalf on two consecutive occasions (three occasions for an independent director), the Board of Directors shall propose in a general meeting of shareholders to remove the director.

Except as mentioned above and permitted by the Company Law of the People’s Republic of China, no independent director shall be removed before the expiry of term. The Company shall disclose early removals, and the removed independent director may make an open declaration if he/she deems reasons for dismissal improper.

Opinions of independent non-executive directors shall be clarified in a resolution of the Board of Directors.

3.Independent directors

Independent directors of the Company shall not be served by:

1)persons employed by the Company or its subsidiaries or their immediate family members and major social connections;

2)natural person shareholders who directly or indirectly hold 1% or more of the Company’s issued shares or who are top 10 shareholders and their immediate family members;

3)persons employed by the shareholder company which directly or indirectly hold 5% or more of the Company’s issued shares or by the top five shareholder companies of the Company and their immediate family members;

4)persons who have met the three aforesaid conditions within the last year;

5)persons who provide financial, legal and consulting services for the Company or its subsidiaries;

6)persons who concurrently serve as an independent director in five listed companies;

7)other persons considered unsuited to serve as an independent director by the local regulator.

Sinopec shall disclose failures of exercising functions and powers of independent directors. Independent directors have the following special functions and powers:

1)to approve and sign resolutions regarding connected transactions made by the Board of Directors, and, before making a judgment, engage intermediaries to issue an independent financial report;

2)to propose to the Board of Directors to engage or remove an accounting firm;

3)to propose to the Board of Directors to convene an extraordinary general meeting (two or more independent directors are required);

4)to propose to convene a board meeting;

5)to engage external auditors or advisory bodies independently;

6)to collect voting rights from shareholders prior to shareholders’ general meeting;

7)to report directly to the shareholders’ general meetings, China Securities Regulatory Commission under the State Council and other relevant government departments.