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Sinopec Engineering Group Co Ltd. — Proxy Solicitation & Information Statement 2019
Aug 19, 2019
14896_rns_2019-08-18_b8e06a43-e7e7-4022-97e0-ad9fee5754f2.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 liability whatsoever 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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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)
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2019 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting for the year 2019 (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on Friday, 11 October 2019 for the purpose of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 19 August 2019 (the “ Circular ”).
RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM
By way of special resolutions:
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(1) to consider and approve the proposed amendments to the Articles of Association of SINOPEC Engineering (Group) Co., Ltd. (H Share) (the “ Articles ”), and to approve the authorisation to Mr. Jia Yiqun, the chief financial officer and company secretary, to, on behalf of the Company, deal with all procedural requirements such as applications, approvals, registration and filings in relation to the proposed amendments to the Articles (including the amendments to wordings as requested by relevant regulatory authorities);
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(2) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Shareholders of SINOPEC Engineering (Group) Co., Ltd.; and
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(3) to consider and approve the proposed amendments to the Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.
* For identification purposes only
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Details of the above resolutions proposed at the EGM are contained in the Circular, which 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).
By Order of the Board SINOPEC Engineering (Group) Co., Ltd. Jia Yiqun Chief Financial Officer, Company Secretary
Beijing, the PRC 19 August 2019
As at the date of this notice, the Company’s executive Directors are LU Dong, XIANG Wenwu, SUN Lili (employee representative Director) and ZHOU Yingguan (employee representative Director); the non-executive Directors are YU Baocai and WU Wenxin; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng.
This notice 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).
Notes:
ATTENDEE OF THE EGM
1. Eligibility and Registration Procedure for attending the EGM
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(a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 11 September 2019 to Friday, 11 October 2019 (both days inclusive).
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(b) Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company before the close of business on Wednesday, 11 September 2019 are entitled to attend and vote in respect of all resolutions to be proposed at the EGM.
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(c) H Shareholders who wish to attend the EGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Limited before 4:30 p.m. on Tuesday, 10 September 2019 for registration.
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(d) A Shareholder or his/her/its 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 producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
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(e) Domestic Shareholders and H Shareholders intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Saturday, 21 September 2019.
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(f) Shareholders may send the above reply slip to the Company by hand, by post or by fax.
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2. Proxy
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(a) 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 his/her/its behalf. A proxy needs not be a Shareholder.
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(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form 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.
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(c) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed proxy form must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding of the EGM.
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(d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.
3. Miscellaneous
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(a) The EGM will not last for more than one working day. Shareholders who attend the EGM shall bear their own travelling and accommodation expenses.
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(b) The address of the Company’s Share Registrar of H Shares, Computershare Hong Kong Investor Services Limited, is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
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(c) The place of business of the Company is at:
Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029
Telephone No.: +86(10) 5673 0522 Facsimile No.: +86(10) 5673 0500
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