Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

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

Aug 20, 2023

14896_rns_2023-08-20_efe98156-982b-439a-b9e4-77452bbf4a44.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

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.

==> picture [43 x 44] intentionally omitted <==

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 2023 AND CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) for the year 2023 will be held at A67, Ande Road, Xicheng District, Beijing, the PRC at 9:00 a.m. 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 (the “ Circular ”).

RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolutions

  • (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.

By way of special resolutions

  • (3) 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;

  • For identification purposes only

– 1 –

  • (4) 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; and

  • (5) 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.

Details of the above resolutions proposed at the EGM are set out in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) or on the website of the Company (www.segroup.cn).

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).

– 2 –

Notes:

ATTENDEE OF THE EGM

1. Eligibility and Registration Procedure for Attending the EGM

  • (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, 20 September 2023 to Friday, 20 October 2023 (both days inclusive).

  • (b) Domestic Shareholders and H 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 EGM.

  • (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 Ltd. before 4:30 p.m. on Tuesday, 19 September 2023 for registration.

  • (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 authorized 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.

  • (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 Thursday, 28 September 2023.

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

2. Proxy

  • (a) A Shareholder 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 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 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.

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

3. Miscellaneous

  • (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.

  • (b) The address of the Share Registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

  • (c) 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]

– 3 –