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CK Life Sciences Int'l., (Holdings) Inc. Proxy Solicitation & Information Statement 2018

Sep 7, 2018

49461_rns_2018-09-07_a13be3b2-1517-42f1-882b-173eaddae752.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liabilitywhatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 00386)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2018

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (“ EGM ”) of China Petroleum & Chemical Corporation (“ Sinopec Corp. ”) for the year 2018 will be held at Swissotel Beijing Hong Kong Macau Center, 2 Chaoyangmen North Street, Chaoyang District, Beijing on Tuesday, 23 October 2018 at 9 a.m. for the following matters:

By way of ordinary resolutions:

  1. To consider and approve the resolution in relation to the election of Mr. Yu Baocai as a director of the Company.

  2. To consider and approve the resolution in relation to Continuing Connected Transactions for the three years ending 31 December 2021 and relevant authorisations, in particular:

  3. (a) the renewal of Continuing Connected Transactions for the three years ending 31 December 2021 (including their respective relevant proposed caps) be and are hereby approved;

  4. (b) the Continuing Connected Transactions Fifth Supplemental Agreement entered into between Sinopec Corp. and China Petrochemical Corporation be and is hereby approved, ratified and confirmed;

  5. (c) Director Mr. Ma Yongsheng, be and is hereby authorised to sign or execute such other documents or supplemental agreements or deeds on behalf of Sinopec Corp. and to take all such actions pursuant to the relevant board resolution(s) as necessary or desirable.

By Order of the Board China Petroleum & Chemical Corporation

Huang Wensheng

Vice President and Secretary to the Board of Directors

Beijing, PRC

7 September 2018

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Notes:

  • I. Attendee of EGM

  • Eligibility for attending the EGM

Holders of domestic shares (A Shares) of Sinopec Corp. whose names appear on the domestic shares register maintained by China Securities Depository & Clearing Corporation Limited Shanghai Branch and holders of H Shares of Sinopec Corp. whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of business on Friday, 21 September 2018 are eligible to attend the EGM. Holders of H Shares of Sinopec Corp. who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Hong Kong Registrars Limited (address: Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, 21 September 2018.

  1. Proxy

  2. (1) 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 its behalf. A proxy need not be a shareholder of Sinopec Corp.

  3. (2) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.

  4. (3) 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 to the statutory address of Sinopec Corp. not less than 24 hours before the time designated for holding the EGM (i.e. before 9:00 a.m. 22 October 2018 Hong Kong time). Holders of A Shares shall deliver the relevant document(s) to Sinopec Corp. Board Secretariat. (the address is 22 Chaoyangmen North Street, Chaoyang District, Beijing, PRC, 100728). Holders of H Shares shall deliver the relevant document(s) to Hong Kong Registrars Limited (the address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong).

  5. (4) A shareholder or his proxy may exercise the right to vote by poll.

  6. The Directors, Supervisors and Senior management of Sinopec Corp.

  7. Legal advisors of Sinopec Corp.

  8. Others

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II. Registration procedures for attending the EGM

  1. A shareholder or his proxy shall produce proof of identity when attending the EGM. 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 presenting a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.

  2. The completed and signed reply slip should be delivered to Secretariat of the Board of Sinopec Corp. by post, by facsimile or by personal delivery to Sinopec Corp. Board Secretariat (the address is 22 Chaoyangmen North Street Chaoyang District, Beijing 100728, PRC, fax No.: (+86)10 5996 0386) during hours between 9:00 a.m. and 11:30 a.m., and 2:00 p.m. and 4:30 p.m. on every business day on or before Monday, 8 October 2018. Failure to sign and return the reply slip, however, will not preclude an eligible shareholder from attending the EGM.

  3. Closure of Register of Members. For the purpose of the EGM, the H Share register of members of Sinopec Corp. will be closed from Saturday, 22 September 2018 to Tuesday, 23 October 2018 (both days inclusive).

III. Resolution for independent shareholders’ approval

Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Share Listing Rules of Shanghai Stock Exchange, the ordinary resolution No. 2 of the EGM is subject to the independent shareholders’ approval. China Petrochemical Corporation and its associates will abstain from voting on the ordinary resolution No. 2 at the EGM.

IV. Miscellaneous

  • (a) The EGM will not last for more than one working day. Shareholders who attend shall bear their own travelling and accommodation expenses.

  • (b) The address of the Share Registrar for A Shares of Sinopec Corp.: China Securities Depository & Clearing Corporation Limited Shanghai Branch is at 166 Lujiazuidong Road, Pudong District, Shanghai.

  • (c) The address of the Share Registrar of H Shares of Sinopec Corp.: Hong Kong Registrars Limited is at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

  • (d) The registered address of Sinopec Corp. is:

22 Chaoyangmen North Street Chaoyang District, Beijing Post Code: 100728 The People’s Republic of China

Telephone No.: +86(10) 59960028 Facsimile No.: +86(10) 59960386

As of the date of this notice, directors of Sinopec Corp. are: Dai Houliang# , Li Yunpeng , Ma Yongsheng#, Ling Yiqun# , Liu Zhongyun# , Li Yong, Tang Min+ , Fan Gang+, Cai Hongbin+, Ng, Kar Ling Johnny+

  • # Executive Director

  • Non-executive Director

  • + Independent Non-executive Director

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