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

Mar 18, 2014

14896_rns_2014-03-17_56b83c0b-abfb-475a-b5a9-023a3725d51c.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 Annual General Meeting for the Year 2013

The number and type of Shares relating to this proxy form [(Note][1)]

I/We [(Note][2)] of

being the holder(s) of H Share(s)/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 annual general meeting of the Company for the year 2013 (the “ AGM ”) to be held at 9:00 a.m. on Thursday, 8 May 2014 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 resolutions as set out in the notice convening the AGM. In the absence of any instruction(s), the proxy may vote for or against the resolutions 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.

Ordinary Resolutions For (Note 5) For (Note 5) Against (Note 5) Against (Note 5) Abstain(Note 5) Abstain(Note 5)
1. To consider and approve the report of the Board for the year 2013.
2. To consider and approve the report of the Supervisory Committee for the
year 2013.
3. To consider and approve the proposed appointment of a Director.
4. To consider and approve the proposed final dividend distribution plan for
the year 2013.
5. To authorize the Board to determine the interim profit distribution plan of
the Company for the year 2014.
6. To consider and approve the proposed re-appointment of Grant Thornton
China (Special General Partnership) and Grant Thornton Hong Kong
Limited as the domestic auditor and the international auditor of the
Company, respectively, to hold office until the conclusion of the next
annual general meeting of the Company and to authorize the Board to fix
their remuneration for the year 2014.
7. To consider and approve the proposed business operation plan, investment
plan and financial budget plan for the year 2014.
8. To consider and approve the audited financial statements for the year
2013.
Special Resolution For (Note 5) Against (Note 5) Abstain(Note 5)
9. To consider and approve the proposed grant of the general mandate to the
Board to issue Domestic Shares and/or H Shares.
10. To consider and approve the proposed grant of general mandate to the
Board to repurchase Domestic Shares and/or H Shares.
Date: 2014
Signature(s):
(Note 6)

Notes:

  1. Please insert the number and type of share(s) 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 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 shares registered in your name(s) and delete as appropriate. If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).

  4. If any proxy other than the chairman of the AGM 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 AGM will act as your proxy. A shareholder entitled to attend and vote at the AGM 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 AGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY.

  5. Attention:please indicateIf youwithwisha to“�vote” in theFORappropriateany resolution,spacepleaseunderindicate“Against”.withIfayou“�”wishin thetoappropriateABSTAIN fromspacevotingunder “For”.on anyIfresolution,you wish topleasevote AGAINSTindicate withanya resolution,“�” 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 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 the place of business of the Company, Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing. In the case of holders of Domestic Shares, the address is Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing (or via fax no.: (+86)10 6499 8599), and in the case of holder of H Shares, the address is Computershare Hong Kong Investor Services Ltd., 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time designated for holding of the AGM.

  9. For identification purposes only.