Company Announcements

RNS Number : 7480Z
China Petroleum & Chemical Corp
25 May 2021
 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities 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.


(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 2020

 

I. CONVENING AND ATTENDANCE OF THE AGM

China Petroleum & Chemical Corporation ("Sinopec Corp." or the "Company") held its annual general meeting for the year 2020 (the "AGM" or the "Meeting") at Beijing Chaoyang U-Town Crowne Plaza, No. 3 Sanfeng North Area, Chaoyang District, Beijing, the People's Republic of China ("PRC") on Tuesday, 25 May 2021 at 9:00 a.m.

1. Number of shareholders and authorised proxies attending the AGM

131

of which: A shareholders

128

H shareholders

3

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

97,290,020,222

of which: A shareholders

83,773,973,763

H shareholders

13,516,046,459

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

80.357684

of which: A shareholders

69.193968

H shareholders

11.163716

 

As at the registration date (i.e. at the close of business on 23 April 2021), the total number of shares issued by Sinopec Corp. was 121,071,209,646 shares. The total number of shares entitling the shareholders to attend and vote on the resolutions at the AGM was 121,071,209,646 shares. The shareholders of the Company did not hold any shares that entitling the shareholder to attend and abstain from voting in favour or that are required to abstain from voting. Nor had any shareholders of the Company stated their intention in the circular of Sinopec Corp. dated 9 April 2021 to vote against any resolution or to abstain from voting at the AGM.

The AGM was convened by the board of directors of Sinopec Corp. (the "Board"). Mr. Zhang Yuzhuo (Chairman of the Board) chaired the AGM. The Company currently has 9 Directors as at the time of the AGM. Mr. Zhang Yuzhuo (Chairman of the Board), Mr. Ma Yongsheng (Director) and Mr. Yu Baocai (Director) attended the AGM. Due to work reasons, Mr. Liu Hongbin (Director), Mr. Ling Yiqun(Director), Mr. Zhang Shaofeng (Director), Mr. Tang Min (Independent Non-executive Director), Mr. Cai Hongbin (Independent Non-executive Director) and Mr. Ng, Kar Ling Johnny (Independent Non-executive Director) did not attend the AGM. The Company currently has 5 Supervisors as at the time of the AGM. Mr. Jiang Zhenying (Supervisor), Mr. Li Defang (Supervisor), Mr. Lv Dapeng (Supervisor) and Mr. Chen Yaohuan (Supervisor) attended the AGM. Due to work reasons, Mr. Zhao Dong (Chairman of the Board of Supervisors) did not attend the AGM. Mr. Chen Ge (Senior Vice President), Mr. Yu Xizhi (Vice President), Ms. Shou Donghua (Chief Financial Officer) and Mr. Zhao Rifeng (Vice President) 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 PRC and the articles of association of Sinopec Corp. (the "Articles of Association").

II. POLL RESULTS OF THE AGM

(I) Resolutions approved by way of non-cumulative voting:

1.  To consider and approve the Report of the Seventh Session of the Board of Directors of Sinopec Corp. (including the Report of the Board of Directors for 2020).

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,769,902,766

99.995685

3,614,897

0.004315

H Share

13,271,544,263

98.191023

244,502,196

1.808977

Total

97,041,447,029

99.744970

248,117,093

0.255030

 

2.  To consider and approve the Report of the Seventh Session of the Board of Supervisors of Sinopec Corp. (including the Report of the Board of Supervisors for 2020).

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,769,950,496

99.995742

3,567,167

0.004258

H Share

13,271,745,463

98.192511

244,300,996

1.807489

Total

97,041,695,959

99.745226

247,868,163

0.254774

 

3.  To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2020 prepared by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,769,461,096

99.995158

4,056,567

0.004842

H Share

13,211,653,911

97.747917

304,392,548

2.252083

Total

96,981,115,007

99.682958

308,449,115

0.317042

 

4.  To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2020.

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,765,692,363

99.990116

8,280,500

0.009884

H Share

13,436,454,163

99.411127

79,592,296

0.588873

Total

97,202,146,526

99.909680

87,872,796

0.090320

 

5.  To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2021.

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,765,692,363

99.990562

7,906,800

0.009438

H Share

13,436,528,463

99.411677

79,517,996

0.588323

Total

97,202,220,826

99.910140

87,424,796

0.089860

 

6.  To consider and approve the appointment of KPMG Huazhen (Special General Partnership) and KPMG as the external auditors of Sinopec Corp. for the year 2021, 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

83,772,942,393

99.999313

575,270

0.000687

H Share

13,510,029,863

99.955486

6,016,596

0.044514

Total

97,282,972,256

99.993224

6,591,866

0.006776

 

7.  To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s).

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,310,447,504

99.447191

463,107,759

0.552809

H Share

4,875,967,971

36.075401

8,640,078,488

63.924599

Total

88,186,415,475

90.643207

9,103,186,247

9.356793

 

8.  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

83,090,903,228

99.185196

682,590,105

0.814804

H Share

3,676,813,602

27.203322

9,839,232,857

72.796678

Total

86,767,716,830

89.185042

10,521,822,962

10.814958

 

9.  To consider and approve the service contracts for the directors of the eighth session of the Board and the supervisors of the eighth session of the Board of Supervisors of Sinopec Corp. (including the salary terms).

Result: Approved

Voting details:

Shareholder category

For

Against

Number of votes

(%)

Number of votes

(%)

A Share

83,772,256,493

99.998512

1,246,170

0.001488

H Share

13,452,154,130

99.527285

63,892,329

0.472715

Total

97,224,410,623

99.933047

65,138,499

0.066953

 

(II) Resolutions approved by way of cumulative voting:

 

10.                     To elect the directors of the Board (not including independent non-executive directors).

No.

Candidate

For

Against

Whether elected

Number of votes

 (%)

Number of votes

 (%)

10.01

Zhang Yuzhuo

94,182,762,775

96.806191

3,024,868,242

3.109125

Yes

10.02

Ma Yongsheng

94,713,902,021

97.352125

2,494,917,854

2.564413

Yes

10.03

Zhao Dong

96,724,859,068

99.419096

518,984,307

0.533440

Yes

10.04

Yu Baocai

94,478,238,500

97.109897

2,696,502,214

2.771612

Yes

10.05

Liu Hongbin

96,803,567,628

99.499997

439,705,662

0.451954

Yes

10.06

Ling Yiqun

94,485,711,098

97.117578

2,689,040,314

2.763943

Yes

10.07

Li Yonglin

96,839,236,430

99.536660

406,887,666

0.418221

Yes

 

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

No.

Candidate

For

Against

Whether elected

Number of votes

 (%)

Number of votes

 (%)

11.01

Cai Hongbin

97,116,489,581

99.821636

135,302,692

0.139072

Yes

11.02

Ng, Kar Ling Johnny

96,784,727,742

99.480633

463,739,156

0.476656

Yes

11.03

Shi Dan

97,245,315,172

99.954050

11,801,396

0.012130

Yes

11.04

Bi Mingjian

96,040,405,081

98.715577

1,178,744,593

1.211578

Yes

 

12.                     To elect the supervisors (not including employee representative supervisors).

No.

Candidate

For

Against

Whether elected

Number of votes

 (%)

Number of votes

 (%)

12.01

Zhang Shaofeng

97,065,639,914

99.769370

191,340,596

0.196670

Yes

12.02

Jiang Zhenying

95,990,224,504

98.663999

1,231,502,768

1.265806

Yes

12.03

Zhang Zhiguo

97,065,161,308

99.768878

191,495,196

0.196829

Yes

12.04

Yin Zhaolin

95,990,392,804

98.664172

1,231,330,468

1.265629

Yes

12.05

Guo Hongjin

96,129,162,816

98.806807

173,318,396

0.178146

Yes

 

Resolution 7 and Resolution 8 are special resolutions, each of which has been passed by votes representing no less than two-thirds of the total shares with valid voting rights held by the shareholders or their proxies present at the AGM.

The biographical and relevant information of the directors and supervisors elected at the AGM were disclosed in the circular of the Company published on the website of The Stock Exchange of Hong Kong Limited dated 9 April 2021. With effect from the conclusion of the AGM, Mr. Zhang Shaofeng ceased to serve as a non-executive director of the Company; Mr. Tang Min ceased to serve as an independent non-executive director of the Company and to hold relevant positions in the special committees of the Board; Mr. Zhao Dong ceased to serve as a supervisor of the Company.

III. WITNESS BY LAWYERS

Ms. Xu Min and Mr. Li Yang 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 Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Hong Kong Registrars Limited, the H share registrar of Sinopec Corp., was appointed as the scrutineer in respect of the voting at the AGM.

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; and

2.   The Legal Opinion as signed by the person in charge of the witness law firm with the law firm's seal.

 

By Order of the Board

China Petroleum & Chemical Corporation

Huang Wensheng

Vice President and Secretary to the Board of Directors

 

Beijing, PRC
25 May 2021

As of the date of this announcement, directors of the Company are: Zhang Yuzhuo*, Ma Yongsheng#, Zhao Dong*, Yu Baocai# , Liu Hongbin#, Ling Yiqun#, Li Yonglin#, Cai Hongbin+, Ng, Kar Ling Johnny+, Shi Dan+ and Bi Mingjian+.

 # Executive Director
*Non-executive Director
+Independent Non-executive Director

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