CMOC has released a comprehensive update to its Articles of Association and ancillary governance rules, effective 20 Aug 2026. Key changes and clarifications are as follows:

1. Board-Focused Oversight • The company abolishes its traditional board of supervisors, replacing it with an Audit and Risk Committee under the Board of Directors, which will now assume all supervisory responsibilities. • The Board retains nine directors, including a chairman, up to two vice-chairmen, and at least three independent directors. • Independent directors gain broader authority to propose extraordinary general meetings, engage external advisers and publicly solicit voting rights.

2. Enhanced Shareholder Rights and Meetings • Shareholders holding a combined 10 % or more of shares can requisition extraordinary general meetings; those with 1 % can table additional motions. • Separate vote-count disclosure for minority investors is mandated on material matters; connected shareholders must abstain from relevant votes. • Meetings may be attended on-site, online or via other electronic means, with clear timelines: 20 days’ notice for annual and 15 days for extraordinary meetings.

3. Capital Structure and Share Administration • Registered capital is set at RMB 4.28 billion, comprising 21.39 billion ordinary shares (81.61 % A-shares, 18.39 % H-shares). • The company formalises rules for share buy-backs, limiting treasury holdings to 10 % of issued capital and imposing strict cancellation or transfer timelines (10 days to three years depending on purpose). • Preferred shares convertible into ordinary shares are expressly prohibited.

4. Profit Distribution Policy • Cash dividends are prioritised; the annual cash payout ratio must be at least 30 % of distributable profit. • If CMOC is in a mature phase without large capex plans, cash dividends must reach a minimum of 80 % of total distribution; this floor falls to 40 % for mature companies with substantial capex and 20 % for developing-stage scenarios. • Interim cash dividends are permitted when conditions allow, with payment to be executed within two months of shareholder approval.

5. Director, Senior Management and Control Provisions • Directors and senior managers must avoid conflicts, with mandatory abstention where connected. • Directors are limited to serving on a maximum of three domestic listed-company boards; independent directors may serve for up to six consecutive years. • Controlling shareholders and actual controllers face explicit prohibitions on fund misappropriation and must not impair minority interests or corporate independence.

6. Audit, Risk and Internal Controls • The Audit and Risk Committee, comprised solely of non-executive directors (minimum two-thirds independent), oversees financial reporting, internal audit and risk management. • Internal audit now reports directly to the committee, which must pre-approve changes in accounting policies, auditor appointments and CFO selection.

7. Meeting Procedures Simplified • Detailed rules for board and shareholder meetings standardise proposal submission, notice periods, voting formats and documentation, aiming to improve efficiency and transparency. • Directors may attend meetings via videoconference or teleconference; voting may occur by written resolution, fax or e-mail when appropriate.

8. Termination and Liquidation Safeguards • Clear dissolution triggers are laid out, including sustained losses, shareholder decision, or regulatory revocation. • A director-led liquidation committee must notify creditors within ten days of dissolution and file with regulators within statutory deadlines.

9. Notice & Disclosure Enhancements • All statutory disclosures will be made through the Shanghai Stock Exchange website and other CSRC-designated media; H-shareholders will receive information via Hong Kong channels, with options for electronic delivery.

These revisions align CMOC’s governance with the latest PRC Company Law, CSRC directives and dual-listing obligations, reinforcing shareholder protections, board accountability and regulatory compliance.