China Oilfield Services proposes governance overhaul, supervisory committee abolition

China Oilfield Services Limited announced proposed changes to its articles of association and internal governance, primarily to abolish the supervisory committee and transfer its functions to the board's audit committee. These amendments also include adjusting the functions of the shareholders' general meeting and the board, establishing an employee representative director, and updating other provisions to align with the revised Company Law of the People's Republic of China, effective July 1, 2024, and updated regulatory requirements.

The proposed changes will also amend the rules of procedure for the shareholders' general meeting, the board of directors, the independent director system, and the connected transactions decision-making mechanism. These amendments, passed by the board on August 26, 2025, are subject to shareholders' approval at an extraordinary general meeting. The board believes these changes will not materially impact shareholders' rights or business operations, but rather meet the company's business development needs.

Key proposed amendments to the articles of association include updates to legal representative responsibilities, share issuance regulations, and capital reduction procedures. New articles introduce provisions for shareholders to challenge resolutions and outline the duties and obligations of controlling shareholders, de facto controlling persons, and independent directors.