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Poll Results of Annual General Meeting for 2023, First A Shareholders Class Meeting for 2024 and First H Shareholders Class Meeting for 2024

2024-06-28 00:00:00

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 2023 First A Shareholders Class Meeting for 2024 and First H Shareholders Class Meeting for 2024References are made to the circular of China Petroleum & Chemical Corporation (“SinopecCorp.” or the “Company”) dated 13 May 2024 (the “Circular”) and the notice of annual general meeting for 2023 and first H shareholders class meeting for 2024 dated 13 May 2024 (the “Notice”). Unless the context otherwise requires terms defined in the Circular and the Notice shall have the same meanings as those used in this announcement.I. Convening and Attendance of the Meetings The Company held its annual general meeting for 2023 (the “AGM”) the first A shareholders class meeting for 2024 (the “A Shareholders Class Meeting”) and the first H shareholders class meeting for 2024 (the “H Shareholders Class Meeting” the AGM together with the A Shareholders Class Meeting and the H Shareholders Class Meeting are referred to as the “Meetings”) at Swiss?tel Beijing Hong Kong Macau Center No. 2 Chaoyangmen North Street Dongcheng District Beijing the PRC on Friday 28 June 2024.AGM 1. Number of shareholders and their authorised proxies attending the AGM 369 of which: A Shareholders 366 H Shareholders 3 2. Total number of valid voting shares held by the attending shareholders or their authorised proxies at the AGM 94876240784 of which: A Shareholders 85259513073 H Shareholders 9616727711 3. Percentage of such voting shares of the Company held by such attending shareholders or their authorised proxies as compared 77.959226 1with the total shares entitling the shareholders to attend and validly vote at the AGM (%) of which: A Shareholders 70.057220 H Shareholders 7.902006 A Shareholders Class Meeting 1. Number of A shareholders and their authorised proxies attending the A Shareholders Class Meeting 366 2. Total number of valid voting shares held by the attending A shareholders or their authorised proxies at the A Shareholders Class 85259513073 Meeting 3. Percentage of such voting shares of the Company held by such attending A shareholders or their authorised proxies as compared with the total shares entitling the A shareholders to attend and 87.569231 validly vote at the A Shareholders Class Meeting (%) H Shareholders Class Meeting 1. Number of H shareholders and their authorised proxies attending the H Shareholders Class Meeting 4 2. Total number of valid voting shares held by the attending H shareholders or their authorised proxies at the H Shareholders Class 9546140103 Meeting 3. Percentage of such voting shares of the Company held by such attending H shareholders or their authorised proxies as compared with the total shares entitling the H shareholders to attend and 39.224134 validly vote at the H Shareholders Class Meeting (%) As at the registration date (at the close of business on 29 May 2024) the total number of shares issued by Sinopec Corp. was 121739689893 shares (including the total number of 97362409293 issued A shares and 24377280600 issued H shares). The total number of shares entitling the shareholders to attend and vote on the resolutions at the AGM A Shareholders Class Meeting and H Shareholders Class Meeting were 121699823893 97362409293 and 24337414600 shares respectively. The Company has repurchased 39866000 H shares which have not yet been cancelled and such H shares have no voting rights and are not included in the total number of shares entitling the holders to attend and vote at the AGM and H Shareholders Class Meeting. The Company did not exercise any voting rights attached to those repurchased H shares.There are no shareholders of the Company entitled to attend the Meetings but required under rule 13.40 of the Hong Kong Listing Rules to abstain from voting in favour of any resolution proposed at the Meetings or that was required to abstain from voting. Nor had any shareholders of the Company stated their intention in the Circular to vote against any resolution or to abstain from voting at the Meetings.The Meetings were convened by the board of directors of Sinopec Corp. (the “Board”) and chaired by Mr. Ma Yongsheng Chairman of the Board. The Company currently has 9 Directors as at the time of the Meetings. Mr. Ma Yongsheng as Chairman of the Board Mr. Zhao Dong Mr. Li Yonglin Mr. Lv Lianggong Mr. Yu Baocai as Directors and Mr. Bi Mingjian as independent 2non-executive Director attended the Meetings. Due to work reasons Mr. Cai Hongbin Mr. Ng Kar Ling Johnny and Ms. Shi Dan as independent non-executive Directors did not attend the Meetings. The Company currently has 6 Supervisors as at the time of the Meetings. Mr. Qiu Fasen and Mr. Guo Hongjin as Supervisors attended the Meetings. Due to work reasons Mr. Zhang Shaofeng as Chairman of Supervisory Committee Mr. Zhai Yalin Mr. Yin Zhaolin and Mr. Chen Yaohuan as Supervisors did not attend the Meetings. Mr. Wan Tao as Senior Vice President Ms. Shou Donghua as Chief Financial Officer and Mr. Guo Xusheng as Chief Geologist were present at the Meetings. Mr. Huang Wensheng as Vice President and the Secretary to the Board attended the Meetings. The convening of and the procedures for holding the Meetings and the voting procedures at the Meetings 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 Meetings AGM (I) Resolutions approved by way of non-cumulative voting 1. To consider and approve the Report of the Eighth Session of the Board of Sinopec Corp. (including the Report of the Board for 2023).Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85257586846 99.997844 1838027 0.002156 H Share 9594953011 99.773575 21774700 0.226425 Total: 94852539857 99.975112 23612727 0.024888 2. To consider and approve the Report of the Eighth Session of the Supervisory Committee of Sinopec Corp. (including the Report of the Supervisory Committee for 2023).Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85257558346 99.997844 1838027 0.002156 H Share 9594953011 99.773575 21774700 0.226425 Total: 94852511357 99.975112 23612727 0.024888 33. To consider and approve the financial reports of the Company for the year 2023 audited by KPMG Huazhen LLP and KPMG (“KPMG”).Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85257823346 99.998054 1658927 0.001946 H Share 9583200411 99.651365 33527300 0.348635 Total: 94841023757 99.962914 35186227 0.037086 4. To consider and approve the profit distribution plan of Sinopec Corp. for the year 2023. Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85259369543 99.999865 115030 0.000135 H Share 9616567711 99.998336 160000 0.001664 Total: 94875937254 99.999710 275030 0.000290 5. To consider and approve to authorize the Board of Sinopec Corp. to determine the interim profit distribution plan for the year 2024.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85259291443 99.999874 107030 0.000126 H Share 9616565111 99.998309 162600 0.001691 Total: 94875856554 99.999716 269630 0.000284 46. To consider and approve the re-appointment of KPMG as the external auditors of Sinopec Corp. for the year 2024 and to authorize the Board to determine their remunerations.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85258960243 99.999568 367930 0.000432 H Share 9616562511 99.998282 165200 0.001718 Total: 94875522754 99.999438 533130 0.000562 7. To consider and approve the resolution in relation to change of the registered capital and amendments to the Articles of Association the Rules and Procedures for the Board Meetings and the Rules and Procedures for the Supervisory Committee Meeting.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85259070843 99.999618 325330 0.000382 H Share 9616499136 99.997623 228575 0.002377 Total: 94875569979 99.999416 553905 0.000584 8. To consider and approve the resolution to authorize the Board of Sinopec Corp. to determine the issuance of debt financing instrument(s).Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85258962243 99.999401 510330 0.000599 H Share 9612596711 99.957044 4131000 0.042956 Total: 94871558954 99.995108 4641330 0.004892 59. To consider and approve the resolution on the grant to the Board of Sinopec Corp. a general mandate to issue new domestic shares and/or overseas-listed foreign shares of the Company.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 84552687661 99.171019 706784912 0.828981 H Share 2467976779 25.663374 7148750932 74.336626 Total: 87020664440 91.720225 7855535844 8.279775 10. To consider and approve the resolution on the grant to the Board of Sinopec Corp. a mandate to buy back domestic shares and/or overseas-listed foreign shares of the Company.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85256793604 99.996856 2680969 0.003144 H Share 9596155327 99.786077 20572384 0.213923 Total: 94852948931 99.975491 23253353 0.024509 11. To consider and approve the service contracts (including remuneration terms) of Directors of the Ninth Session of the Board and Supervisors of the Ninth Session of the Supervisory Committee of Sinopec Corp.Result: Approved Voting details: Shareholder For Against category Number of votes (%) Number of votes (%) A Share 85258030843 99.998490 1287330 0.001510 H Share 9559268884 99.402512 57458827 0.597488 Total: 94817299727 99.938081 58746157 0.061919 6(II) Resolutions approved by way of cumulative voting 12. To consider and approve the resolution in relation to the election of Directors (excluding independent non-executive Directors).Percentage of number of votes for against the total Whether No. Candidate Number of votes for number of votes with valid Elected voting rights at the AGM (%) 12.01 Ma Yongsheng 92342075769 97.328978 Yes 12.02 Zhao Dong 93572028357 98.625354 Yes 12.03 Zhong Ren 92876340499 97.892096 Yes 12.04 Li Yonglin 93525543107 98.576358 Yes 12.05 Lv Lianggong 93607594099 98.662840 Yes 12.06 Niu Shuanwen 93649125725 98.706615 Yes 12.07 Wan Tao 93649125824 98.706615 Yes 12.08 Yu Baocai 93525543111 98.576358 Yes The number of votes against: 4816446310 votes against Ma Yongsheng; 519082523 votes against Zhao Dong; 1028394789 votes against Zhong Ren; 564394155 votes against Li Yonglin; 485179094 votes against Lv Lianggong; 446325573 votes against Niu Shuanwen; 446325573 votes against Wan Tao; 564394155 votes against Yu Baocai. 13. To consider and approve the resolution in relation to the election of independent non-executive Directors.Percentage of number of votes for against the total Whether No. Candidate Number of votes for number of votes with valid elected voting rights at the AGM (%) 13.01 Xu Lin 94442852313 99.543207 Yes 13.02 Zhang Liying 94544475121 99.650317 Yes 13.03 Liu Tsz Bun Bennett 94319269702 99.412950 Yes 13.04 Zhang Xiliang 94490756868 99.593698 Yes The number of votes against: 108128084 votes against Xu Lin; 11909136 votes against Zhang Liying; 226196666 votes against Liu Tsz Bun Bennett; 60350154 votes against Zhang Xiliang. 714. To consider and approve the resolution in relation to the election of Supervisors (excluding employee representative Supervisors).Percentage of number of votes for against the total Whether No. Candidate Number of votes for number of votes with valid elected voting rights at the AGM (%) 14.01 Zhang Shaofeng 94433173107 99.533005 Yes 14.02 Wang An 92425108680 97.416495 Yes 14.03 Dai Liqi 94433172616 99.533004 Yes 14.04 Tan Wenfang 92425107677 97.416494 Yes 14.05 Yang Yanfei 92425108180 97.416495 Yes 14.06 Zhou Meiyun 94433172311 99.533004 Yes The number of votes against: 100619120 votes against Zhang Shaofeng; 2070462488 votes against Wang An; 100619120 votes against Dai Liqi; 2070462488 votes against Tan Wenfang; 2070462488 votes against Yang Yanfei; 100619120 votes against Zhou Meiyun.Resolutions Nos. 7 to 10 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 or their authorised proxies present at the AGM.The biographies and relevant information of the Directors and Supervisors elected at the AGM were disclosed in the Circular. With effect from the conclusion of the AGM Mr. Cai Hongbin Mr. Ng Kar Ling Johnny Ms. Shi Dan and Mr. Bi Mingjian ceased to serve as independent non- executive Directors of the Company and relevant positions in the special committees of the Board due to expiration of the term. Mr. Qiu Fasen Mr. Zhai Yalin Mr. Guo Hongjin Mr. Yin Zhaolin and Mr. Chen Yaohuan ceased to serve as Supervisors of the Company due to expiration of the term. The aforementioned Directors and Supervisors have confirmed that each of them has no disagreement with the Board and/or the Supervisory Committee and there are no other matters relating to his/her resignation that need to be brought to the attention of shareholders of the Company. The Company would like to express its sincere gratitude to the Directors and Supervisors for their contributions to the Company during their tenure.A Shareholders Class Meeting Resolution approved by way of non-cumulative voting 1. To consider and approve the resolution on the grant to the Board of Sinopec Corp. a mandate to buy back domestic shares and/or overseas-listed foreign shares of the Company.Result: Approved Voting details: 8For Against Number of votes (%) Number of votes (%) 8525679360499.99685626809690.003144 The above resolution is a special resolution and was passed by votes representing more than two- thirds of the total shares with valid voting rights held by the A shareholders or their authorised proxies present at the A Shareholders Class Meeting.H Shareholders Class Meeting Resolution approved by way of non-cumulative voting 1. To consider and approve the resolution on the grant to the Board of Sinopec Corp. a mandate to buy back domestic shares and/or overseas-listed foreign shares of the Company.Result: Approved Voting details: For Against Number of votes (%) Number of votes (%) 952556371999.784453205763840.215547 The above resolution is a special resolution and was passed by votes representing more than two- thirds of the total shares with valid voting rights held by the H shareholders or their authorised proxies present at the H Shareholders Class Meeting.III. Witness by Lawyers Mr. Tang Jiangshan and Mr. Li Yang from Haiwen & Partners the PRC Legal Counsel of Sinopec Corp. issued a legal opinion confirming that the convening of and the procedures for holding the Meetings the eligibility of the convenor of the Meetings the eligibility of the shareholders (or their proxies) attending the on-site Meetings and the voting procedures at the Meetings were in compliance with the requirements of relevant laws and the Articles of Association and the voting results at the Meetings were valid.In accordance with the Hong Kong Listing Rules CL Partners CPA Limited was appointed as the scrutineer in respect of the voting at the Meetings. 9By Order of the Board China Petroleum & Chemical Corporation Huang Wensheng Vice President and Secretary to the Board of Directors Beijing the PRC 28 June 2024 As of the date of this announcement Directors of the Company are: Ma Yongsheng* Zhao Dong# Zhong Ren* Li Yonglin# Lv Lianggong# Niu Shuanwen# Wan Tao# Yu Baocai# Xu Lin+ Zhang Liying+ Liu Tsz Bun Bennett+ and Zhang Xiliang+.# Executive Director * Non-executive Director + Independent Non-executive Director 10