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

Aug 20, 2023

14896_rns_2023-08-20_83fe737f-55d0-4a6c-b80e-76b6f6cdce45.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 SECOND DOMESTIC SHARES CLASS MEETING FOR THE YEAR 2023

NOTICE IS HEREBY GIVEN that the second class meeting for Domestic Shareholders (the “ Domestic Shares Class Meeting ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) for the year 2023 will be held at A67, Ande Road, Xicheng District, Beijing, the PRC immediately after the first extraordinary general meeting of the Company for the year 2023 (the “ EGM ”) to be convened and held on the same date at the same place on Friday, 20 October 2023 for the purposes of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company’s circular dated 20 August 2023.

By way of special resolutions:

  • (1) 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; and

  • (2) 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

  • For identification purposes only

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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.

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 20 August 2023

As at the date of this notice, directors of the Company are: JIANG Dejun[#] , XIANG Wenwu[#] , LI Chengfeng[] , WU Wenxin[] , ZHANG Xinming[#] , XIE Yanli[#] , HUI Chiu Chung, Stephen[+] , DUAN Xue[+] and YE Zheng[+] .

Executive Directors

  • Non-executive Directors + Independent non-executive Directors

This notice is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and on the website of the Company (www.segroup.cn).

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Notes:

ATTENDEE OF THE DOMESTIC SHARES CLASS MEETING

1. Eligibility and Registration Procedure for Attending the Domestic Shares Class Meeting

  • (a) Closure of Register of Members. For the purpose of ascertaining Domestic Shareholders who are entitled to attend and vote at the Domestic Shares Class Meeting, the register of members of the Company will be closed from Wednesday, 20 September 2023 to Friday, 20 October 2023 (both days inclusive).

  • (b) Domestic Shareholders whose names appear on the register of members of the Company before the close of business day on Wednesday, 20 September 2023 are entitled to attend and vote in respect of all resolutions to be proposed at the Domestic Shares Class Meeting.

  • (c) A Domestic Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Domestic Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder may attend the Domestic Shares Class Meeting 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.

  • (d) Domestic Shareholders intending to attend the Domestic Shares Class Meeting should return the reply slip for attending the Domestic Shares Class Meeting to the Company on or before Thursday, 28 September 2023.

  • (e) Domestic Shareholders may send the above reply slip to the Company in person, by post or by fax.

2. Proxy

  • (a) A Domestic Shareholder eligible to attend and vote at the Domestic Shares Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a Shareholder.

  • (b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized.

  • (c) 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 for Domestic Shareholders not less than 24 hours before the time designated for holding of the Domestic Shares Class Meeting.

  • (d) A Domestic Shareholder or his/her/its proxy may exercise the right to vote by poll.

3. Miscellaneous

  • (a) The Domestic Shares Class Meeting is expected to take place immediately after the EGM. Domestic Shareholders attending the Domestic Shares Class Meeting shall be responsible for their own travel and accommodation expenses.

  • (b) The place of business of the Company is at:

A67, Ande Road, Xicheng District, Beijing, the PRC Post Code: 100120 Telephone No.: (+86) 10 5673 0525

E-mail: [email protected]

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