SNP.L Regulatory News (SNP)

25 May 2006 07:00

China Petroleum & Chemical Corp25 May 2006 (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 0386) Announcement of resolutions passed at the 2005 Annual General Meeting The Annual General Meeting for the year 2005 (the "AGM") of ChinaPetroleum & Chemical Corporation ("Sinopec Corp.") was held at theCrowne Plaza Beijing - Park View Wuzhou No. 8 North Si Huan Zhong Road, ChaoyangDistrict, Beijing, PRC on 24 May 2006 at 9:00a.m. 20 shareholders and authorisedproxies holding an aggregate of 67,736,893,425 shares carrying voting rights ofSinopec Corp., representing 78.1257% of the total voting shares of Sinopec Corp.(of a total of 86,702,439,000 shares with voting rights in issue) were presentat the AGM. This shareholding proportion complies with the requirements underthe Company Law of The People's Republic of China and the provisions of theArticles of Association of Sinopec Corp. Of the shareholders and authorisedproxies present at the AGM, 15 shareholders (including proxies) held tradableshares, holding an aggregate of 7,359,635,373 shares carrying voting rights ofSinopec Corp., and 5 shareholders (including proxies) held non-tradable shares,holding an aggregate of 67,121,951,000 shares carrying voting rights of SinopecCorp. The AGM was convened by the board of directors of Sinopec Corp. and chaired byMr. Chen Tonghai, Chairman of the Board. After consideration by the shareholdersand their authorised proxies and voting by way of poll, the followingresolutions were passed: 1. THAT the Report of the Second Session of the board of directors ofSinopec Corp. (including the report of the board of directors for the year ended31 December 2005) was approved. Votes in favour of the resolution: 73,972,520,505 shares; votes against theresolution: 105,500 shares, representing 99.9999% and 0.0001% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 2. THAT the report of the Second Session of the supervisory committee ofSinopec Corp (including the report of the supervisory committee for the yearended 31 December 2005) was approved. Votes in favour of the resolution: 73,972,297,505 shares; votes against theresolution: 115,500 shares, representing 99.9998% and 0.0002% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 3. THAT the audited accounts and audited consolidated accounts of SinopecCorp. for the year ended 31 December 2005 was approved. Votes in favour of the resolution: 73,978,749,005 shares; votes against theresolution: 105,500 shares, representing 99.9999% and 0.0001% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 4. THAT the plan for profit appropriation and the final dividend ofSinopec Corp. for the year ended 31 December 2005 was approved. Votes in favour of the resolution: 74,416,265,373 shares; votes against theresolution: 142,000 shares, representing 99.9998% and 0.0002% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 5. THAT KPMG Huazhen and KPMG be re-appointed as the PRC and internationalauditors of Sinopec Corp., for the year 2006 respectively, and that the board ofdirectors of Sinopec Corp. be authorised to fix their remuneration. Votes in favour of the resolution: 74,431,242,973 shares; votes against theresolution: 4,385,800 shares, representing 99.9941% and 0.0059% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 6. THAT the members of the Third Session of the Board of Directors wereelected: (1) Mr. Chen Tonghai as director of the Third Session of the Board Votes in favour of the resolution: 74,358,745,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (2) Mr. Zhou Yuan as director of the Third Session of the Board Votes in favour of the resolution: 74,358,816,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (3) Mr. Wang Tianpu as director of the Third Session of the Board Votes in favour of the resolution: 74,358,758,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (4) Mr. Zhang Jianhua as director of the Third Session of the Board Votes in favour of the resolution: 74,358,815,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (5) Mr. Wang Zhigang as director of the Third Session of the Board Votes in favour of the resolution: 74,358,815,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (6) Mr. Dai Houliang as director of the Third Session of the Board Votes in favour of the resolution: 74,358,740,573 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (7) Mr. Fan Yifei as director of the Third Session of the Board Votes in favour of the resolution: 74,358,774,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (8) Mr. Yao Zhongmin as director of the Third Session of the Board Votes in favour of the resolution: 74,358,774,073 shares; votes against theresolution: 62,337,300 shares, representing 99.9162% and 0.0838% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (9) Mr. Shi Wanpeng as independent director of the Third Session of theBoard Votes in favour of the resolution: 74,387,019,473 shares; votes against theresolution: 34,688,000 shares, representing 99.9534% and 0.0466% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (10) Mr. Liu Zhongli as independent director of the Third Session of theBoard Votes in favour of the resolution: 74,387,020,273 shares; votes against theresolution: 34,688,000 shares, representing 99.9534% and 0.0466% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (11) Mr. Li Deshui as independent director of the Third Session of the Board Votes in favour of the resolution: 74,386,906,773 shares; votes against theresolution: 34,688,000 shares, representing 99.9534% and 0.0466% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. The following persons who were directors of the Second Session of the board willno longer serve in that capacity: Vice-Chairman Mr. Wang Jiming and thedirectors Mr. Mou Shuling, Mr. Zhang Jiaren, Mr. Cao Xianghong, Mr. Liu Genyuan,Mr. Gao Jian, Mr. Chen Qingtai, Mr. Ho Tsu Kwok Charles, Mr Zhang Youcai, and MrCao yaofeng. Sinopec Corp. expresses its heartfelt gratitude to them for theirwork on its behalf. Each of the retiring directors has confirmed with SinopecCorp. that he had no disagreement with the board of directors and there are noinformation which need to be brought to the attention of shareholders. 7. THAT the members of the Third Session of the Supervisory Committee wereelected: (1) Mr. Wang Zuoran as supervisor of the Third Session of the SupervisoryCommittee Votes in favour of the resolution: 74,422,967,273 shares; votes against theresolution: 11,890,600 shares, representing 99.9840% and 0.0160% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (2) Mr Zhang Yuocai as supervisor of the Third Session of the SupervisoryCommittee Votes in favour of the resolution: 74,422,964,473 shares; votes against theresolution: 11,891,900 shares, representing 99.9840% and 0.0160% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (3) Mr. Kang Xianzhang as supervisor of the Third Session of theSupervisory Committee Votes in favour of the resolution: 74,422,988,773 shares; votes against theresolution: 11,911,600 shares, representing 99.9840% and 0.0160% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (4) Mr Zou Huiping as supervisor of the Third Session of the SupervisoryCommittee Votes in favour of the resolution: 74,422,862,473 shares; votes against theresolution: 11,982,900 shares, representing 99.9839% and 0.0161% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. (5) Mr Li Yonggui as supervisor of the Third Session of the SupervisoryCommittee Votes in favour of the resolution: 74,422,954,773 shares; votes against theresolution: 11,910,600 shares, representing 99.9840% and 0.0160% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. Further, Messrs. Su Wensheng, Zhang Jitian, Cui Guoqi and Li Zhonghua have beenelected by employees of Sinopec Corp. as supervisors of the Third Session of theSupervisory Committee. The following persons who were Supervisors of the Second Session of theSupervisory Committee will no longer serve in that capacity: Mr Zhang Chongqing,Mr Wang Peijun, Mr Wang Xianwen, Mr Zhang Baojian, Mr Cui Jianmin, and Mr ZhangXianglin. Sinopec Corp. expresses its heartfelt gratitude for their hard workduring their period as supervisors. Each of the retiring supervisors hasconfirmed with Sinopec Corp. that he had no disagreement with the board ofdirectors and there are no information which need to be brought to the attentionof shareholders. 8. THAT the service contracts (including remuneration provisions) of theThird Session directors and Third Session supervisors were approved. Votes in favour of the resolution: 74,435,848,173 shares; votes against theresolution: 176,900 shares, representing 99.9998% and 0.0002% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 9. THAT, after consideration, a resolution concerning continuing connectedtransactions occurring during the period 2007 to 2009 was passed. Votes in favour of the resolution: 7,887,698,625 shares; votes against theresolution: 4,548,665,737 shares, representing 63.4245% and 36.5755%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 10. THAT, after consideration, a resolution to issue commercial paper waspassed. Votes in favour of the resolution: 69,673,705,001 shares; votes against theresolution: 4,565,205,637 shares, representing 93.8507% and 6.1493% respectivelyof the total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 11. THAT, after consideration, the amendments to the Articles ofAssociation of Sinopec Corp. and its appendices were approved AND THAT theSecretary to the board of directors be authorised for and on behalf of SinopecCorp. to make any application, registration or filing or to take any othernecessary steps (including making amendments in accordance with requests made bythe relevant regulators). Votes in favour of the resolution: 74,466,615,773 shares; votes against theresolution: 14,970,600 shares, representing 99.9799% and 0.0201% respectively ofthe total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. China Petrochemical Corporation, a shareholder of Sinopec Corp. (with ashareholding of 71.23%) exercised its right to nominate by way of supplementalresolutions Messrs. Liu Zhongli and Li Deshui as independent directors. In accordance with the Articles of Association, voting on the sixth resolutionwas carried out by cumulative voting; and China Petrochemical Corporationabstained from voting on the ninth resolution. In accordance with the requirements of the Rules Governing the Listing ofSecurities on The Stock Exchange of Hong Kong Limited, KPMG was appointed as thescrutineer in respect of voting at the AGM (Note). Mr Li Liping, a PRC lawyerfrom Haiwen & Partners, attended the AGM and issued a legal opinion that theconvening of the AGM, the procedures for holding the AGM, the eligibility of thepersons attending the AGM and the procedures for voting at the AGM were incompliance with all relevant laws and regulations and the Articles ofAssociation of Sinopec Corp. In accordance with the requirements of the Listing Rules of the Shanghai StockExchange, the trading of A Shares of Sinopec Corp. on the Shanghai StockExchange was suspended between 9:30 a.m. on 24 May 2006 and will resume from 9:30 a.m. on 25 May 2006. By Order of the Board China Petroleum & Chemical Corporation Chen Ge Secretary to the Board of Directors Beijing, the PRC, 24 May 2005 Note: the taking of the poll results was scrutinized by KPMG,Certified Public Accountants, whose work was limited to the conduct of certainprocedures required by Sinopec Corp. in accordance with the provisions of theRules Governing the Listing of Securities on the Stock Exchange of Hong KongLimited to confirm that the poll results summary prepared by Sinopec Corp. wereidentical with the results shown in the poll forms collected and provided bySinopec Corp. to KPMG. The work performed by KPMG in this respect did notconstitute either an audit or a review made in accordance with Hong Kongauditing standards nor did it include provision of any assurance or advice onmatters of legal interpretation or entitlement to vote. As at the date of this announcement, the executive directors of Sinopec Corp.are Messrs. Wang Tianpu, Zhang Jianhua, Wang Zhigang, Dai Houliang; thenon-executive directors are Messrs. Chen Tonghai, Zhouyuan, Fan Yifei and YaoZhongmin; the independent non-executive directors are Messrs. Shi Wanpeng, LiuZhongli and Li Deshui. This information is provided by RNS The company news service from the London Stock Exchange