REG - China Pet &Chem Corp - Result of AGM

China Petroleum & ChemicalAnnouncement

15/05/2018 15:05

RNS Number : 1689O
China Petroleum & Chemical Corp
15 May 2018
 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. 
 
 
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00386)
 
Poll Results of Annual General Meeting for the Year 2017
 




The Board and all directors of Sinopec Corp. warrant that there are no false representations, misleading statements or material omissions contained in this announcement and severally and jointly accept full responsibility for the authenticity, accuracy and completeness of the information contained herein.




 
Important Notice:
 
•      There is no objection against any proposed resolution at the AGM.
 
I.     Convening and Attendance of the AGM
 
China Petroleum & Chemical Corporation ("Sinopec Corp." or the "Company") held its annual general meeting for the year 2017 (the "AGM") at Swissotel Beijing, Hong Kong Macau Center, No. 2 Chaoyangmen North Street, Chaoyang District, Beijing, PRC on 15 May 2018.
 




1.   Number of shareholders and authorised proxies attending the AGM


121




of which: A shareholders


119




H shareholders


2




2.   Total number of valid voting shares held by the attending shareholders or proxies


100,993,810,995




of which: A shares


86,391,507,825




H shares


14,602,303,170








 




3. Percentage of such voting shares of the Company held by such attending shareholders or proxies, as compared with the total shares entitling the holders to attend and validly vote at the AGM (%)


83.416868




of which: A shares (%)


71,355947%




H shares (%)


12.060921%




 
 
As at the share registration date (13 April 2018), the total number of shares in issue of the Company is 121,071,209,646 shares. The total number of shares of the Company entitling the holders to attend and vote on the resolutions at the AGM is 121,071,209,646 shares. There were no shares which entitle the shareholders of the Company to attend and vote only against any resolution at the AGM. No shareholders of Sinopec Corp. are required under The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") to abstain from voting and none of the shareholders of Sinopec Corp. has stated their intention in the circular of Sinopec Corp. dated 26 March 2018 to vote against or to abstain from voting on any of the resolutions at the AGM.
 
The AGM was convened by the board of directors of Sinopec Corp. (the "Board"). Mr. Dai Houliang, Vice Chairman of the Board, chaired the AGM. The Company currently has 8 Directors and 6 Supervisors as at the time of the AGM. Mr. Dai Houliang, Vice Chairman of the Board, Mr. Li Yunpeng, Mr. Jiao Fangzheng, both as Directors, and Mr. Tang Min, Independent Non-executive Director attended the AGM; Mr. Ma Yongsheng, as Director, Mr. Jiang Xiaoming, Mr. Andrew Y. Yan and Mr. Fan Gang, all as Independent Non-executive Directors, did not attend the AGM due to other working arrangements; Mr. Zhao Dong, Chairman of the Board of Supervisors of Sinopec Corp., Mr. Zhou Hengyou, Mr. Zou Huiping, Mr. Jiang Zhenying, Mr. Yu Renming and Mr. Yu Xizhi, all as Supervisors, attended the AGM. Mr. Ling Yiqun, Mr. Liu Zhongyun, both as Senior Vice Presidents, Mr. Wang Dehua, Chief Financial Officer, Mr. Zhao Rifeng, Mr. Lei Dianwu, both as Vice Presidents were present at the AGM; Mr. Huang Wensheng, Vice President and the Secretary to the Board attended the AGM. The convening of and the procedures for holding the AGM, and the voting procedures at the AGM were in compliance with the requirements of the Company Law of the People's Republic of China ("PRC") and the articles of association of Sinopec Corp. ("Articles of Association").




 
 II.  Poll Results of the Meetings
 
Each of the following resolutions was considered and voted at the AGM by way of poll:
 
Resolutions approved by way of non-cumulative voting:
 
1.   To consider and approve the Report of the Sixth Session of the Board of Directors of Sinopec Corp. (including the Report of the Board of Directors for 2017).
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,387,766,425


99.999997


2,700


0.000003




H Share


14,564,172,950


99.993593


933,124


0.006407




Total


100,951,939,375


99.999073


935,824


0.000927




 
 
 
2.   To consider and approve the Report of the Sixth Session of the Board of Supervisors of Sinopec Corp. (including the Report of the Board of Supervisors for 2017).
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,387,716,625


99.999997


2,500


0.000003




H Share


14,564,110,650


99.993297


976,324


0.006703




Total


100,951,827,275


99.999030


978,824


0.000970




 




3.     To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2017 prepared by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,062,725


100.000000


0


0.000000




H Share


14,564,506,250


99.994255


836,724


0.005745




Total


100,955,568,975


99.999171


836,724


0.000829




 
 
4.To consider and approve the profit distribution plan for the year ended 31 December 2017.
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,384,525,633


99.991918


6,982,092


0.008082




H Share


14,600,449,046


99.991057


1,305,824


0.008943




Total


100,984,974,679


99.991794


8,287,916


0.008206




 
 
5. To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2018.
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,505,025


100.000000


0


0.000000




H Share


14,600,494,046


99.989252


1,569,424


0.010748




Total


100,991,999,071


99.998446


1,569,424


0.001554




 




 
6. To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external auditors of Sinopec Corp. for the year 2018, and to authorise the Board to determine their remunerations.
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,037,725


99.999517


416,900


0.000483




H Share


14,512,258,593


99.388102


89,346,877


0.611898




Total


100,903,296,318


99.911119


89,763,777


0.088881




 
7. To consider and approve service contracts between Sinopec Corp. and directors of the Seventh Session of the Board (including emoluments provisions), and service contracts between Sinopec Corp. and supervisors of the Seventh Session of the Board of Supervisors (including emoluments provisions).
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,037,725


99.999514


419,600


0.000486




H Share


14,200,860,859


99.870615


18,397,524


0.129385




Total


100,591,898,584


99.981297


18,817,124


0.018703




 




8. To approve the proposed amendments to the Articles of Association. and authorise the secretary to the Board, on behalf of Sinopec Corp., to deal with all the procedural requirements such as applications, approvals, registrations and filings in relation to such proposed amendments (including cosmetic amendments as requested by the relevant regulatory authorities).
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,502,525


99.999997


2,500


0.000003




H Share


14,599,795,446


99.986915


1,910,624


0.013085




Total


100,991,297,971


99.998106


1,913,124


0.001894




 
9. To approve the proposed amendments to the rules and procedures for the Board meetings and authorise the secretary to the Board, on behalf of Sinopec Corp., to deal with all the procedural requirements such as applications, approvals, registrations and filings in relation to such proposed amendments (including cosmetic amendments as requested by the relevant regulatory authorities).
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,452,525


99.999997


2,500


0.000003




H Share


14,599,710,546


99.986398


1,986,124


0.013602




Total


100,991,163,071


99.998031


1,988,624


0.001969




 




10.  To consider and approve the establishment of the board committee under the Board of Sinopec Corp.
 
Results: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,391,432,625


99.999974


22,400


0.000026




H Share


14,600,467,146


99.989511


1,531,624


0.010489




Total


100,991,899,771


99.998461


1,554,024


0.001539




 
11.  To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s).
 
Results: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,261,651,231


99.849688


129,856,494


0.150312




H Share


5,778,905,169


39.717520


8,771,109,901


60.282480




Total


92,040,556,400


91.182057


8,900,966,395


8.817943




 
12. To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp.
 
Result: Approved
 
Voting details:
 
      




Shareholder category


For


Against




Number of votes


(%)


Number of votes


(%)




A Share


86,219,699,889


99.801129


171,807,836


0.198871




H Share


3,166,382,905


21.685271


11,435,154,165


78.314729




Total


89,386,082,794


88.507167


11,606,962,001


11.492,833




 




 
Resolutions approved by way of cumulative voting:
 
13. To elect the directors of the Board (not including independent non-executive directors).
 
 




No.


Name


Votes for


Number of votes / total valid voting shares attending the AGM (%)


Whether elected




13.01


Dai Houling


98,327,965,737


97.360388


Yes




13.02


Li Yunpeng


99,623,248,245


98.643023


Yes




13.03


Jiao Fangzheng


100,353,898,314


99.366384


Yes




13.04


Ma Yongsheng


100,353,893,914


99.366380


Yes




13.05


Ling Yiqun


100,324,729,260


99.337502


Yes




13.06


Liu Zhongyun


100,384,201,564


99.396389


Yes




13.07


Li Yong


100,384,806,265


99.396988


Yes




 
 
14. To elect the independent non-executive directors of the Board.
 
 




No.


Name


Votes for


Number of votes / total valid voting shares attending the AGM (%)


Whether elected




14.01


Tang Min


100,664,989,973


99.674415


Yes




14.02


Fan Gang


100,661,892,674


99.671348


Yes




14.03


Cai Hongbin


100,694,048,223


99.703187


Yes




14.04


Ng, Kar Ling Johnny


100,694,136,833


99.703275


Yes




 




 
15. To elect the supervisors (not including employee representative supervisors of the Company)
 
 




No.


Name


Votes for


Number of votes / total valid voting shares attending the AGM (%)


Whether elected




15.01


Zhao Dong


100,551,358,588


99.561901


Yes




15.02


Jiang Zhenying


99,583,055,917


98.603127


Yes




15.03


Yang Changjiang


99,583,000,317


98.603072


Yes




15.04


Zhang Baolong


99,583,026,517


98.603098


Yes




15.05


Zou Huiping


100,545,201,289


99.555805


Yes




 
 
Relevant information in relation to the poll results of the resolutions
 
Resolution 8, Resolution 9, Resolution 11 and Resolution 12 are special resolutions, each of which has been passed by votes representing more than two-thirds of the total shares with valid voting rights held by the shareholders and their proxies present at the AGM.
 
III.   Witness by lawyers
 
Mr. Gao Wei and Ms. Xu Min from Haiwen & Partners, the PRC Legal Counsel of Sinopec Corp., issued a legal opinion (the "Legal Opinion") confirming that the convening of and the procedures for holding the AGM, the eligibility of the convenor of the AGM, the eligibility of the shareholders (or their proxies) attending the AGM and the voting procedures at the AGM were in compliance with the requirements of relevant laws and the Articles of Association and the voting results at the AGM were valid.
 
In accordance with the requirements of the Listing Rules, Hong Kong Registrars Limited, the H share registrar of Sinopec Corp., was appointed as the scrutineer in respect of the voting at the Meetings.




IV. Documents for inspection
 
1.     The Resolutions passed at the AGM as signed and confirmed by all the attending Directors and the recorder with the Board's seal;
 
2.     The Legal Opinion as signed by the person in charge of the witness law firm with the law firm's seal;
 
3.     Other documents as required by the Shanghai Stock Exchange.
 
 








By Order of the Board

 China Petroleum & Chemical Corporation

 Huang Wensheng
 Vice President and Secretary to the Board of Directors




 
 
Beijing, the PRC,
15 May 2018
 
Copies of the relevant ordinary and special resolutions passed at the AGM have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at www.morningstar.co.uk/uk/NSM.
 
As of the date of this announcement, directors of the Company are: Dai Houliang#, Li Yunpeng* , Jiao Fangzheng#, Ma Yongsheng# , Ling Yiqun# , Liu Zhongyun# , Li Yong* , Tang Min+ , Fan Gang+, Cai Hongbin+, Ng, Kar Ling Johnny+
 
# Executive Director
* Non-executive Director
+ Independent Non-executive Director  
 



This information is provided by RNS
The company news service from the London Stock Exchange
 
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