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Sinopec Engineering Group Co Ltd. Proxy Solicitation & Information Statement 2015

Jan 22, 2015

14896_rns_2015-01-22_430b744a-7004-4820-a754-2a9bcd981e86.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 Second Extraordinary General Meeting for the Year 2015

The number and type of Sharesproxy formrelating [(Note] to [1)] this

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

being the holder(s) of H Share(s)/domestic Share(s) [(Note][3)] of RMB1.00 each in the capital of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) now

appoint[(Note][4)]

(us)(I.D.atNo.:the second extraordinary generalTel. No.:meeting of the Company for) / thethe yearchairman2015 of(thethe“ EGM meeting”) toasbemyheld(our)at 9:00proxya.m.to attendon Tuesday,and vote10 forMarchme 2015 at Crowne Plaza Park View Wuzhou Beijing, 8 Beisihuan Zhong Lu, Beijing, the PRC for the purpose of considering and, if thought fit, passing the resolutions as set out in the Notice of the Second Extraordinary General Meeting for the Year 2015 and Closure of Register of Members for H Shares. In the absence of any instruction(s), the proxy may vote for or against the resolutions at his/her own discretion. In this form, unless the context otherwise requires, capitalised terms used herein shall have the same meanings as defined in the Company’s circular dated 23 January 2015.

Ordinary Resolution For (Note 5) Against (Note 5) Against (Note 5) Abstain (Note 5) Abstain (Note 5)
1. To consider and approve the proposed provision of the Counter
Guarantee in respect of Project RAPID in Malaysia in favour of
Sinopec Group, the controlling shareholder of the Company,
which would constitute a connected transaction and a major
transaction, and to approve the authorisation of Mr. YAN
Shaochun, the executive Director and President, to sign relevant
documents on behalf of the Company and take and adopt
measures and steps as he deems necessary or appropriate
according to the Board resolutions, in order to effect this
resolutionandmakeanyamendmenttoitashedeems
necessary, appropriate or desirable.
Special Resolution For (Note 5) Against (Note 5) Abstain (Note 5)
2. To consider and approve the amendments to the Articles, and
approve the authorisation of Mr. SANG Jinghua, Vice President,
the secretary to the Board and the 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 Articles Amendments (including the
amendments to wording as requested by relevant regulatory
authorities).

Date:

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 of the shares in the capital of the Company registered in your name(s).

  4. If any proxy other than the chairman of the EGM 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 and vote in his/her/its 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 EGM 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/her discretion.

  6. This form of proxy 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 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/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 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 authorisation document(s) which have been notarised 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, the PRC. In the case of holders of Domestic Shares, the address is Tower B, No. 19 Anyuan, Anhui Beili, Chaoyang District, Beijing, the PRC (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 EGM.

  • For identification purposes only