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CK Life Sciences Int'l., (Holdings) Inc. — Proxy Solicitation & Information Statement 2007
Oct 1, 2007
49461_rns_2007-10-01_550038da-6d42-45e3-b2b0-c61f92c15f77.pdf
Proxy Solicitation & Information Statement
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 0386)
NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2007
NOTICE IS HEREBY GIVEN that the third extraordinary general meeting of China Petroleum & Chemical Corporation (“Sinopec Corp.”) for the year 2007 (the “EGM”) will be held at the Crowne Plaza Beijing-Park View Wuzhou, No.8 North Si Huan Zhong Road, Chaoyang District, Beijing, the PRC at 9:00 a.m. on 15 November 2007.
The following matters will be dealt with at the EGM:
SPECIAL RESOLUTION
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To consider item by item the “Resolution relating to the Proposal for the Issuance of Bonds with Warrants”:
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(1) Issuance Size
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(2) Issuance Price
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(3) Issuance Target, Method of Issuance and Arrangement of Sale to Existing Shareholders
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(4) Term of the Bonds
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(5) Interest Rate of the Bonds with Warrants
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(6) Term and Method of Repayment for Principal and Interest
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(7) Term of Redemption
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(8) Guarantee
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(9) Term of the Warrants
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(10) Conversion Period of the Warrants
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(11) Proportion of Exercise Rights for the Warrants
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(12) Exercise Price of the Warrants
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(13) Adjustment of the exercise price of the Warrants
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(14) Use of Proceeds from the Proposed Issuance
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(15) Validity of the Resolution
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(16) Authorisations to the Board of Directors to complete the Specific Matters of the Proposed Issuance.
ORDINARY RESOLUTIONS
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To consider the “Resolution relating to the feasibility of the projects to be invested with the proceeds from the proposed issuance”
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To consider the “Resolution relating to the description prepared by the Board of Directors on the use of proceeds from the previous issuance”
By Order of the Board of Directors China Petroleum & Chemical Corporation Chen Ge
Secretary to the Board of Directors
Beijing, the PRC
28 September 2007
As at the date of this Announcement, the directors of Sinopec Corp are Messrs. Su Shulin*, Zhou Yuan*, Wang Tianpu[#] , Zhang Jianhua#, Wang Zhigang#, Dai Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+ and Li Deshui+.
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# Executive Directors
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Non-executive Directors
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+ Independent Non-executive Directors
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Notes:
1. Details of Proposed Resolutions
Details regarding the proposed resolutions are set out in the circular issued by Sinopec Corp. dated 28 September 2007.
2. Eligibility for attending the EGM
Holders of Sinopec Corp.’s H Shares whose names appear on the register of members maintained by Hong Kong Registrars Limited and holders of Sinopec Corp.’s Domestic Shares whose names appear on the Domestic Shares Register maintained by China Securities Registration and Clearing Company Limited Shanghai Branch Company at the close of business on 15 October 2007 are eligible to attend the EGM.
3. Proxy
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(i) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on his behalf. A proxy needs not be a shareholder of Sinopec Corp.
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(ii) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) shall be notarised.
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(iii) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of Domestic Shares, to the registered address of Sinopec Corp. and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for the holding of the EGM.
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(iv) A proxy may exercise the right to vote by a show of hands or by poll. However, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.
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Registration procedures for attending the EGM
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(i) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.
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(ii) Holders of H Shares and Domestic Shares intending to attend the EGM should return the reply slip for attending the EGM to Sinopec Corp. on or before 25 October 2007.
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- (iii) Shareholders may send the reply slip to Sinopec Corp. in person, by post or by fax.
5. Closure of Registers of Members
The registers of members of Sinopec Corp. will be closed from 15 October 2007 to 15 November 2007 (both days inclusive).
6. Procedures for demanding a poll to vote on resolutions
Subject to Sinopec Corp.’s Articles of Association, the following persons may demand a resolution to be decided on a poll, before or after a vote is carried out by a show of hands:
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(i) the chairman of the meeting;
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(ii) at least two Shareholders present in person or by proxy entitled to vote thereat; or
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(iii) one or more Shareholders present in person or by proxy and representing 10% or more of all shares carrying the right to vote at the meeting singly or in aggregate.
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Other Businesses
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(i) The EGM will not last for more than one day. Shareholders who attend shall bear their own travelling and accommodation expenses.
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(ii) The address of the share registrar for H Shares, Hong Kong Registrars Limited is at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
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(iii) The address of the share registrar for A Shares of Sinopec Corp., China Securities Registration and Clearing Company Limited Shanghai Branch Company is at 36 Floor, China Insurance Building, 166 Lu Jian Jiu Dong Road, Pudong Xin District, Shanghai, the PRC.
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(iv) The registered address of Sinopec Corp. is at:
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A6, Huixindong Street, Chaoyang District, Beijing, 100029 The People’s Republic of China Telephone No.: (+86)-10-6499 0060 Facsimile No.: (+86)-10-6499 0022
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