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CK Life Sciences Int'l., (Holdings) Inc. Proxy Solicitation & Information Statement 2021

Sep 3, 2021

49461_rns_2021-09-03_5f35b0e0-636f-4ebd-8d19-c70c97dd50ff.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 responsibilities for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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 2021

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (“ EGM ”) of China Petroleum & Chemical Corporation (“ Sinopec Corp. ” or “ the Company ”) for the year 2021 will be held at Kun Tai Royal Hotel, B12 Chaoyangmenwai Street, Chaoyang District, Beijing, China on Wednesday, 20 October 2021 at 9 a.m. for the following matters:

By way of ordinary resolution:

  1. To consider and approve the resolution in relation to Continuing Connected Transactions for the three years ending 31 December 2024 and relevant authorisations, in particular:

    • (a) the renewal of Continuing Connected Transactions for the three years ending 31 December 2024 (including their respective relevant proposed caps) be and is hereby considered and approved;

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

    • (c) Mr. Ma Yongsheng, a Director, 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 way of special resolution:

  1. To consider and approve the resolution in relation to the amendments to the Articles of Association and authorise the secretary to the Board to represent Sinopec Corp. in handling the relevant formalities for application, approval, disclosure, registration and filing requirements for such amendments (including textual amendments in accordance with the requirements of the relevant regulatory authorities).

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Details of the resolutions are included in the circular and the notice of the EGM to be dispatched by Sinopec Corp. and are also available at the website of the Shanghai Stock Exchange (http://www.sse.com.cn) and the website of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk).

By Order of the Board China Petroleum & Chemical Corporation Huang Wensheng

Vice President and Secretary to the Board of Directors

Beijing, PRC 3 September 2021

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Notes:

I. Attendee of EGM

  1. 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, 17 September 2021 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, 17 September 2021.

  1. Proxy

    • (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.

    • (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.

    • (3) To be valid, the form of proxy and/or the power of attorney or other original authorisation document(s) which have been notarised 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 a.m. 19 October 2021 Hong Kong time). Holders of A Shares shall deliver the relevant document(s) to Sinopec Corp. Board office (the address is 22 Chaoyangmen North Street, Chaoyang District, Beijing, 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, Wan Chai, Hong Kong).

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

  2. The Directors, supervisors and senior management of the Company.

  3. Legal advisers as engaged by the Company.

  4. Other personnel.

II. Registration procedures for attending the EGM

  1. 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 presenting a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the EGM.

  2. The completed and signed reply slip should be delivered to Sinopec Corp. Board office by personal delivery, by post or by facsimile 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 Thursday, 30 September 2021.

  3. Register of Members. The H Share register of members of Sinopec Corp. will be closed from Saturday, 18 September 2021 to Wednesday, 20 October 2021 (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. 1 of the EGM is subject to the independent shareholders’ approval. China Petrochemical Corporation and its associates will abstain from voting.

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IV. Miscellaneous

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

  2. The address of China Securities Depository & Clearing Corporation Limited Shanghai Branch, the Share Registrar for A Shares of Sinopec Corp., is 166 Lujiazui East Road, Pudong District, Shanghai.

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

  4. The contact for the EGM is:

Contact address: Sinopec Corp. Board Office 22 Chaoyangmen North Street Chaoyang District, Beijing Post Code: 100728 The People’s Republic of China Contact person: Chen Dongdong (陳冬冬) Telephone No.: (+86)10-59969671 Fax: (+86)10-59960386

As of the date of this notice, directors of the Company are: Ma Yongsheng[#] , Zhao Dong[*] , Yu Baocai[#] , Liu Hongbin[#] , Ling Yiqun[#] , Li Yonglin[#] , Cai Hongbin[+] , Ng, Kar Ling Johnny[+] , Shi Dan[+] and Bi Mingjian[+] .

  • Executive Director

  • Non-executive Director

    • Independent Non-executive Director

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