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Sinopec Engineering Group Co Ltd. Proxy Solicitation & Information Statement 2023

Sep 22, 2023

14896_rns_2023-09-22_e20bfccf-d0cc-4c79-86e4-f74b8d71639d.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)

Revised Proxy Form for the First Extraordinary General Meeting for the Year 2023

Therelatingnumberto thisandproxytype formof Shares [(Note][1)] H Share(s)/Domestic Share(s) [(Note][3)] of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. (the Tel. No.: ) / the chairman of the meeting as my (our) proxy to attend and vote

I (We) [(Note][2)] of being the holder(s) of

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) in accordance with the following instructions at the first extraordinary general meeting of the Company for the year 2023 (the “ EGM ”) to be held at 9 a.m. on Friday, 20 October 2023 at A67, Ande Road, Xicheng District, Beijing, the PRC for the purposes of considering and, if thought fit, passing the resolutions as set out in the Company’s Supplemental Notice of the First Extraordinary General Meeting for the Year 2023 dated 22 September 2023. In the absence of any instruction(s), the proxy may vote for or against the resolutions at his/her own discretion. In this proxy form, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 20 August 2023.

Ordinary Resolutions For(Note 5) For(Note 5) For(Note 5) Against(Note 5) Against(Note 5) Against(Note 5) Against(Note 5) Abstain(Note 5) Abstain(Note 5) Abstain(Note 5)
1. To consider and approve the proposed appointment of Mr. YU Renming as a non-executive Director of the Fourth Session
of the Board
2. To consider and approve the proposed appointment of Mr. ZHAO Jinsong as an independent non-executive Director of the
Fourth Session of the Board
3. To consider and approve the proposed appointment of Mr. SHA Yu as a non-employee representative supervisor of the Fourth
Session of the Supervisory Committee
Special Resolutions
4. To consider and approve the proposed amendments to the Articles of Association of SINOPEC Engineering (Group) Co., Ltd.
(H Share) (the “Articles of Association”), and approve the authorisation to the Board and the authorisation from the Board
to the chairman of the Board and its delegates to make such amendments to the Articles of Association as they deem necessary
and appropriate, handle or authorise handling the relevant legal procedures necessary for the proposed amendments to the
Articles of Association according to the specific requirements of the regulatory authorities during the course of approval and
filing procedures upon the approval of the proposed amendments to the Articles of Association at the EGM and the class
meetings
5. To consider and approve the proposed amendments to the Rules and Procedures for the Shareholders Meetings of SINOPEC
Engineering (Group) Co., Ltd. (the “Rules and Procedures for the Shareholders Meetings”), and approve the authorisation
to the Board and the authorisation from the Board to the chairman of the Board and its delegates to make such amendments
to the Rules and Procedures for the Shareholders Meetings as they deem necessary and appropriate according to the
requirements of the regulatory authorities for amendments upon the approval of the proposed amendments to the Rules and
Procedures for the Shareholders Meetings at the EGM and the class meetings
6. To consider and approve the proposed amendments to the Rules and Procedures for the Board Meetings of SINOPEC
Engineering (Group) Co., Ltd. (the “Rules and Procedures for the Board Meetings”), and approve the authorisation to the
Board and the authorisation from the Board to the chairman of the Board and its delegates to make such amendments to the
Rules and Procedures for the Board Meetings as they deem necessary and appropriate according to the requirements of the
regulatory authorities for amendments upon the approval of the proposed amendments to the Rules and Procedures for the
Board Meetings at the EGM
Date: 2023 Signature(s): (Note 6)

Notes:

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

  3. If any proxy other than the chairman of the 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 EGM will act as your proxy. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend, speak and vote on his/her/its behalf. 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 EGM in person to represent you. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE SIGNED BY THE SIGNATORY .

  4. IfAttention:you wishIfto ABSTAINyou wish to votefromFORvotinganyonresolution,any resolution,pleasepleaseindicateindicatewith a with“�” ina “the�”appropriatein the appropriatespace underspace“For”.under If“ABSTAIN”,you wish to andvote AGAINST anyyour voting willresolution,be countedpleasein theindicatetotal numberwith aof“�votes” in thecastappropriatein that resolutionspace underfor the“Against”.purpose of calculating the result of that resolution. In the absence of any such indication, the proxy will vote or abstain at his/her discretion. Any invalid vote or any waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those as set out in the notice convening the EGM.

  5. This proxy form must be signed under hand by you or your attorney duly authorised 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 director(s) or agent(s) duly appointed by such legal person.

  6. In the case of joint holders of shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he/she/it 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 in the register of members of the Company in respect of such share shall be accepted.

  7. 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 at A67, Ande Road, Xicheng District, Beijing, the PRC for Domestic Shareholders and Computershare Hong Kong Investor Services Ltd. 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.

  8. Important:Company orIfComputersharea Shareholder ofHongthe KongCompanyInvestorhas notServicesyet lodgedLimited,thesuchoriginalShareholderproxy formis requestedfor the EGM,to lodgewhichonlywasthisdespatchedproxy formtogether(the “ Revised with the Proxy Original Form” Notice). A Shareholderof EGM datedwho20hasAugustlodged2023,the First(the “Proxy First Form Proxy with Form the”)Companywith the or Computershare Hong Kong Investor Services Limited should note that:

  9. (1) the duly completed Revised Proxy Form will be treated as the valid form of proxy lodged by such Shareholder;

  10. (2) if such Shareholder fails to lodge the Revised Proxy Form with the Company or Computershare Hong Kong Investor Services Limited, the lodged First Proxy Form, if duly completed, will remain effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received;

  11. (3) any Revised Proxy Form which is lodged with the Company or Computershare Hong Kong Investor Services Limited after the Deadline shall be invalid. The First Proxy Form previously lodged by such Shareholder shall not be revoked. The First Proxy Form, if duly completed, will be deemed effective and applicable to the extent permissible. For the additional resolution not set out in the First Proxy Form, the proxy appointed under the First Proxy Form shall have the right to vote at his/her discretion if no relevant instruction is received.

  12. For identification purposes only.