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Sinopec Engineering Group Co Ltd. — Board/Management Information 2023
May 4, 2023
14896_rns_2023-05-04_823c9174-1c30-4d03-956d-eda21a42f3c7.pdf
Board/Management Information
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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 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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中石化煉化工程(集團)股份有限公司 SINOPEC Engineering (Group) Co., Ltd.[*]
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 2386)
APPOINTMENT OF THE CHAIRMAN OF THE BOARD APPOINTMENT OF THE PRESIDENT PROPOSED APPOINTMENT OF A DIRECTOR AND SUPERVISORS AND RESIGNATION OF SUPERVISORS
The board of directors (the “ Board ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) hereby announces that:
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Mr. JIANG Dejun was appointed as the chairman of the Board of the Company;
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Mr. ZHANG Xinming was appointed as the president of the Company of the Company and he was proposed to be appointed as an executive Director of the Company. In the meantime, the supervisory committee of the Company (the “ Supervisory Committee ”) was recently notified by Mr. ZHANG Xinming of his resignation as a non-employee representative supervisor of the Company;
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Mr. MA Yanhui and Mr. WU Defei were proposed to be appointed as nonemployee representative supervisors of the Company; and
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The Supervisory Committee was recently notified by Mr. ZHU Fei (the chairman of the Supervisory Committee) of his resignation as a non-employee representative supervisor of the Company due to work adjustment.
- For identification purposes only
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Appointment of the Chairman and the President
The Company held the eleventh meeting (the “ Meeting ”) of the Fourth Session of the Board on 4 May 2023. The Board approved the appointment of Mr. JIANG Dejun as the chairman of the Board of the Company, and the appointment of Mr. ZHANG Xinming as the president of the Company for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Board.
The Company will enter into relevant service contract with Mr. ZHANG Xinming. The remuneration for the services provided by Mr. ZHANG Xinming under his service contract will be determined according to the relevant laws and regulations of the People’s Republic of China and the relevant remuneration policies of the Company. The Company will disclose in its annual reports the remuneration received by Mr. ZHANG Xinming from the Company during the relevant reporting periods.
Biographical details of Mr. JIANG Dejun and Mr. ZHANG Xinming are set out below:
Mr. JIANG Dejun, aged 57, is a Director of the Company. Mr. JIANG is a principal senior engineer with a PhD degree in engineering. From November 2001 to September 2003, he was the deputy head of Lanzhou Design Institute of Sinopec Group (中國石 化集團蘭州設計院). From September 2003 to June 2007, he was a director and vice president of Sinopec Ningbo Engineering Co., Ltd. (中石化寧波工程有限公司). From June 2007 to September 2012, he was a Vice President of SINOPEC SEG and deputy director of Engineering Enterprise Management Department of Sinopec Group. From September 2012 to October 2019, he was a vice president of Sinopec Fifth Construction Co., Ltd. (中石化第五建設有限公司). He was an employee representative supervisor of the Company from January 2015 to December 2020, and was the general manager of Sinopec Engineering Incorporation from October 2019 to December 2020. Since December 2020, he has been the President of the Company. He has been a Director of the Company since February 2021 and the chairman of the Board of the Company since May 2023.
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Mr. ZHANG Xinming, aged 56, is a principal senior engineer with a master’s degree in business administration. Mr. Zhang served as a deputy general manager of Sinopec Luoyang Engineering Co., Ltd. and a deputy general manager of Sinopec Guangzhou Engineering Co., Ltd. from August 2013 to March 2015, a deputy director of the development planning department of Sinopec Group from March 2015 to December 2019, a deputy general manager of the development planning department of Sinopec Group from December 2019 to April 2021. He has been the chairman of Sinopec Shanghai Engineering Co., Ltd. from September 2020 to April 2023. From May 2021 to May 2023, he was a supervisor of the Company. He has been the president of the Company since May 2023.
Proposed Appointment of a Director and Supervisors
In the meantime, the Board approved the proposed appointment of Mr. ZHANG Xinming as an executive Director of the Company for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Board and the proposed appointment of Mr. MA Yanhui and Mr. WU Defei as nonemployee representative supervisors of the Company for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Supervisory Committee. The relevant proposals will be put forward at the annual general meeting of the Company for the year 2022 for Shareholders’ consideration and approval. For details, please refer to Postponement of the 2022 AGM and the Class Meetings, Extension of the Book Closure Period and Supplemental Notice of the 2022 AGM of the Company dated 4 May 2023.
The Company will enter into service contracts with Mr. ZHANG Xinming and Mr. MA Yanhui and Mr. WU Defei respectively upon Mr. ZHANG Xinming’s proposed appointment as an executive Director and Mr. MA Yanhui’s and Mr. WU Defei’s proposed appointment as supervisors being approved at the annual general meeting of the Company for the year 2022, for a term commencing from the date of appointment and ending on the expiry of the term of the Fourth Session of the Board and the Fourth Session of the Supervisory Committee. Mr. ZHANG Xinming, Mr. MA Yanhui and Mr. WU Defei will receive remuneration for serving as an executive Director or supervisors of the Company under their service contracts, which will be determined in accordance with the relevant laws and regulations of the People’s Republic of China and the internal measures on remuneration of the Company. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the Company will disclose in its annual reports the remuneration received by Mr. ZHANG Xinming, Mr. MA Yanhui and Mr. WU Defei from the Company during the relevant reporting periods.
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Biographical details of Mr. MA Yanhui and Mr. WU Defei are set out below:
Mr. MA Yanhui, aged 52, is a senior economist with a master’s degree in management. Mr. Ma served successively as the secretary of office of Yanhua Refinery of Sinopec, the secretary and a deputy director of Yanhua Office of Great Wall Lubricant Oil, a supervisor and an acting director and a deputy director of the Integrated Corporate Reform Department of China Petrochemical Corporation, and a deputy director and the director of the Structure Reform Sector, Corporate Reform Department of Sinopec Assets Management Co., Ltd., etc. from 1996 to 2008. Mr. Ma was the director of the Integrated Corporate Reform Department of China Petrochemical Corporation (Sinopec Group) from June 2008 to August 2017. He served as a supervisor, the chairman of the supervisory committee and the chairman of the Labour Union of Sinopec Shanghai Petrochemical Company Limited from October 2017 to May 2023.
Mr. WU Defei, aged 47, is an executive director of SINOPEC Engineering Incorporation. Mr. Wu is a principal senior engineer with a PhD degree in engineering. Mr. Wu served successively as a post-doctor at the post-doctoral workstation, a deputy director and the director of the Refinery Processes Department, the director of the Processes Department and a deputy director of the Engineering Technology Research and Development Department of SINOPEC Engineering Incorporation from January 2004 to December 2017. Mr. Wu served as a deputy director of the Refinery Business Department of Sinopec Corp. from January 2018 to March 2019, a director of Fujian Petrochemical Company Limited from October 2018 to June 2020, a vice president of Sinopec Nanjing Engineering Co., Ltd. (中石化南京工程有限公司) from March 2019 to August 2020, the executive deputy general manager of SINOPEC Engineering Incorporation from August 2020 to December 2020, and the general manager of SINOPEC Engineering Incorporation from December 2020 to April 2023. He has been an executive director of SINOPEC Engineering Incorporation since April 2023.
As at the date of this announcement, save as disclosed in this announcement, Mr. ZHANG Xinming, Mr. MA Yanhui and Mr. WU Defei did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this announcement, Mr. ZHANG Xinming, Mr. MA Yanhui and Mr. WU Defei do not (i) hold any other positions with the Company or its subsidiaries, (ii) have any relationship with any Director, supervisor, senior management or substantial or controlling Shareholder of the Company (as defined under the Listing Rules), or (iii) have any interest in the Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed in this announcement, the Board is not aware of any other matter in relation to the proposed appointment of Mr. ZHANG Xinming, Mr. MA Yanhui and Mr. WU Defei as an executive director or supervisors of the Company that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.
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Resignation of Supervisors
The Board hereby announces that the Supervisory Committee was recently notified by Mr. ZHU Fei (the chairman of the Supervisory Committee) and Mr. ZHANG Xinming (a supervisor) of their resignation as non-employee representative supervisors due to their respective work adjustment. The resignations of Mr. ZHU Fei and Mr. ZHANG Xinming shall become effective from the date on which they were tendered to the Supervisory Committee.
Each of Mr. ZHU Fei and Mr. ZHANG Xinming has confirmed that he has no disagreement with the Supervisory Committee and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
Mr. ZHU Fei and Mr. ZHANG Xinming were diligent and responsible during their term of office. The Company, the Board and the Supervisory Committee would like to take this opportunity to express gratitude to Mr. ZHU Fei and Mr. ZHANG Xinming for their hard work and contribution to the Company during their term of office as supervisors of the Company.
By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD.
Jia Yiqun
Chief Financial Officer, Secretary of the Board and Company Secretary
Beijing, the PRC 4 May 2023
As at the date of this announcement, the Directors of the Company are JIANG Dejun[#] , SUN Lili[#] , XIANG Wenwu[#] , WANG Zizong, LI Chengfeng, WU Wenxin*, HUI Chiu Chung, Stephen[+] , JIN Yong[+] and YE Zheng[+] .
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# Executive Director
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Non-executive Director
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+ Independent non-executive Director
This announcement is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and on the website of the Company (www.segroup.cn).
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