25 May 2021 11:31
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(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, PRC25 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