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Sinopec Engineering Group Co Ltd. — Regulatory Filings 2021
Sep 8, 2021
14896_rns_2021-09-07_4d0e7722-1350-497d-9fae-ae51f2d28e88.pdf
Regulatory Filings
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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 announcement, 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 announcement.
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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 EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2021 AND CLOSURE OF REGISTER OF MEMBERS FOR H SHARES
NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “ EGM ”) of SINOPEC Engineering (Group) Co., Ltd. (the “ Company ”) for the year 2021 will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Friday, 22 October 2021 for the purposes of considering and, if thought fit, approving 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 announcement dated 23 August 2021.
RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM
By way of ordinary resolutions:
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(1) to consider and approve the terms under the Financial Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2022, 2023 and 2024, respectively, and to authorise Mdm. SUN Lili, the Chairwoman, to sign relevant documents on behalf of the Company, and do such things and take such actions as he deems necessary or desirable in accordance with the resolutions of the Board dated 20 August 2021, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient;
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(2) to consider and approve the terms under the Engineering and Construction Services Framework Agreement, the continuing connected transactions thereunder and the proposed annual caps in respect thereof for each of the years ending 31 December 2022, 2023 and 2024, respectively, and to authorise Mdm. SUN Lili, the Chairwoman, to sign relevant documents on behalf of the Company, and do such things and take such actions as he deems necessary or desirable in accordance with the resolutions of the Board dated 20 August 2021, so as to effect this resolution and make any changes as he deems necessary, desirable or expedient;
- For identification purposes only.
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(3) to consider and approve the proposed appointment of Mdm. SUN Lili as an executive Director of the Fourth Session of the Board;
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(4) to consider and approve the proposed appointment of Mr. XIANG Wenwu as an executive Director of the Fourth Session of the Board;
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(5) to consider and approve the proposed appointment of Mr. WANG Zizong as a non-executive Director of the Fourth Session of the Board;
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(6) to consider and approve the proposed appointment of Mr. LI Chengfeng as a non-executive Director of the Fourth Session of the Board;
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(7) to consider and approve the proposed appointment of Mr. WU Wenxin as a non-executive Director of the Fourth Session of the Board;
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(8) to consider and approve the proposed appointment of Mr. JIANG Dejun as an executive Director of the Fourth Session of the Board;
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(9) to consider and approve the proposed appointment of Mr. HUI Chiu Chung, Stephen, as an independent non-executive Director of the Fourth Session of the Board;
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(10) to consider and approve the proposed appointment of Mr. YE Zheng, as an independent non-executive Director of the Fourth Session of the Board;
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(11) to consider and approve the proposed appointment of Mr. JIN Yong, as an independent non-executive Director of the Fourth Session of the Board;
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(12) to consider and approve the proposed appointment of Mr. ZHU Fei as a Supervisor of the Fourth Session of the Supervisory Committee;
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(13) to consider and approve the proposed appointment of Mr. ZHANG Xinming as a Supervisor of the Fourth Session of the Supervisory Committee;
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(14) to consider and approve the proposed appointment of Mr. ZHOU Yingguan as a Supervisor of the Fourth Session of the Supervisory Committee; and
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(15) to consider and approve the proposed appointment of Mr. ZHOU Chengping as a Supervisor of the Fourth Session of the Supervisory Committee.
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By way of special resolutions:
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(16) to consider and approve the proposed amendments to the Articles of Association (H Shares) of SINOPEC Engineering (Group) Co., Ltd. (the � Articles �), and the authorization to Mdm. SUN Lili, the Chairwoman, 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 wording as requested by relevant regulatory authorities);
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(17) to consider and approve the proposal to amend the Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.;
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(18) to consider and approve the proposal to amend the Rules and Procedures for the Meetings of the Supervisor Committee of SINOPEC Engineering (Group) Co., Ltd.; and
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(19) to consider and approve the proposal to amend the Rules of Audit Committee of SINOPEC Engineering (Group) Co., Ltd.
By Order of the Board SINOPEC ENGINEERING (GROUP) CO., LTD. JIA Yiqun
Chief Financial Officer, Company Secretary
Beijing, the PRC
7 September 2021
As at the date of this announcement, Directors of the Company are: SUN Lili[#] , XIANG Wenwu[#] , WU Wenxin[*] , JIANG Dejun[#] , HUI Chiu Chung, Stephen[+] , JIN Yong[+] and YE Zheng[+] .
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Executive Directors
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Non-executive Director
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- Independent non-executive Directors
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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 Thursday, 23 September 2021 to Friday, 22 October 2021 (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 Thursday, 23 September 2021 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 Wednesday, 22 September 2021 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 Friday, 1 October 2021.
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(f) Shareholders may send the above reply slip to the Company by hand, by post or by fax.
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 has 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. Meanwhile, in order to make every effort to prevent and control the pandemic of COVID-19 and safeguard the health and safety of Shareholders and the attendees, the board of directors of the Company recommends that Shareholders vote on relevant resolutions by proxy (rather than attending in person).
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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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