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Sinopec Engineering Group Co Ltd. Proxy Solicitation & Information Statement 2014

Mar 18, 2014

14896_rns_2014-03-17_c286c568-8f24-4bc0-838b-74da48608c90.pdf

Proxy Solicitation & Information Statement

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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)

Proxy Form for the Domestic Share Class Meeting

The number of domestic shares relating to this proxy form [(Note][1)]

I/We [(Note][2)] of being the holder(s) of domestic share(s) ( Note 3 ) of RMB1.00 each of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) now appoint [(Note][4)]

(I.D. No.:

Tel. No.: ) / the chairman of the meeting as my (our) proxy to attend

and vote for me (us) at the first class meeting for holders of domestic shares of the Company (the “ Domestic Share Class Meeting ”) for the year 2014 to be held on Thursday, 8 May 2014 immediately after the annual general meeting of the Company to be convened and held on the same date and at the same place at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC for the purposes of considering and, if thought fit, passing the special resolution as set out in the notice convening the Domestic Share Class Meeting. In the absence of any instruction(s), the proxy may vote for or against the resolution at his own discretion. In this form, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular dated 18 March 2014.

Special Resolution For[(] [Note][5] [)] Against[(] [Note][5][)] Abstain[(] [Note][5] [)] 1. To consider and approve the proposed grant of general mandate to the Board to repurchase domestic shares and/or H shares of the Company.

Date: 2014 Signature(s):

(Note 6)

Notes:

  1. Please insert the number of domestic shares registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the domestic shares in the capital of the Company registered in your name(s).

  2. Please insert full name(s) (in Chinese or English) and address(es) as shown in the register of members in BLOCK LETTERS .

  3. Please insert the number of domestic shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all domestic shares in the capital of the Company registered in your name(s).

  4. If any proxy other than the chairman of the Domestic Share Class Meeting is preferred, please delete the words “the chairman of the meeting” and insert the name and address of the proxy desired in the space provided. If this is left blank, the chairman of the Domestic Share Class Meeting will act as your proxy. A shareholder entitled to attend and vote at the Domestic Share Class Meeting may appoint one or more proxies to attend and vote in his stead. Such proxies may only exercise their voting rights in a poll. A proxy need not be a shareholder of the Company but must attend the Domestic Share Class Meeting in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY.

  5. Attention: If you wish to vote FOR any resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “�” in the appropriate space under “Against”. If you wish to ABSTAIN from voting on any resolution, please indicate with a “�” in the appropriate space under “ABSTAIN”. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. In the absence of any such indication, the proxy will vote or abstain at his discretion.

  6. This form of proxy must be signed under hand by you or your attorney duly authorized in writing on your behalf. If the appointor is a legal person, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.

  7. In the case of joint holders of domestic shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted.

  8. To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing (or via fax no.: (+86)10 6499 8599), not less than 24 hours before the time designated for holding of the AGM.

  • For identification purposes only.