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(A Sino-foreign joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 568) POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON 28 JUNE 2013
The Board is pleased to announce that the AGM was duly held on 28 June 2013 during which all the proposed resolutions were duly passed by the Shareholders by way of poll.
The AGM was duly held on Friday, 28 June 2013 at the conference room on the 3rd Floor, 999 Wensheng Street, Shouguang City, Shandong Province, the People's Republic of China (the "PRC"). All the proposed resolutions set out in the notices to the AGM was duly passed by the Shareholders.
Reference is made to the circulars of the Company dated 16 April 2013 and 7 June 2013 (the "Circulars") and the announcements of the Company dated 16 May 2013 and 13 June 2013 (the "Announcements"). Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Circular and the Announcement.
The resolutions set out in the notices to the AGM, were determined by poll and the results in respect of such resolutions are as follows:
Ordinary Resolutions | Number of votes | |||
Ordinary Resolutions | For | Against | Abstain | |
1 | To consider and approve the annual report of the Company and its summary for the year ended 31 December 2012 | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
2 | To consider and approve the report of the board of directors of the Company (the ''Board'') for the year ended 31 December 2012 | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
3 | To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2012 | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
4 | To consider and approve the consolidated audited financial statements of the Company | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares | H Shares: 0 Shares A Shares: 0 Shares | H Shares: 0 Shares A Shares: 0 Shares |
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prepared in accordance with the ''Accounting Standards for Business Enterprises'' and the Audit Report for the year ended 31 December 2012 | Total: 411,863,334 Shares (100%) | Total: 0 Shares (0%) | Total: 0 Shares (0%) | |
5. | To consider and approve the re-appointment of Deloitte Touche Tohmatsu, auditor of the Company for the year of 2013 and to authorise the Board to determine the remuneration | H Shares: 14,982,634 Shares A Shares: 396,478,300 Shares Total: 411,460,934 Shares (99.90%) | H Shares: 402,400Shares A Shares: 0 Shares Total: 402,400 Shares (0.10%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
6. | To consider and approve the re-appointment of Mr.Zhang En Rong as executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,283,434 Shares A Shares: 396,478,300 Shares Total: 411,761,734 Shares (99.98%) | H Shares: 101,600Shares A Shares: 0 Shares Total: 101,600 Shares (0.02%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
7. | To consider and approve the re-appointment of Mr.Zhang Yun San as executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,048,23Shares A Shares: 396,478,300 Shares Total: 411,526,534 Shares (99.92%) | H Shares: 336,800 Shares A Shares: 0 Shares Total: 336,800 Shares (0.08%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
8. | To consider and approve the re-appointment of Mr.Lin Fu Long as executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,283,434 Shares A Shares: 396,478,300 Shares Total: 411,761,734 Shares (99.98%) | H Shares: 101,600Shares A Shares: 0 Shares Total: 101,600 Shares (0.02%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
9. | To consider and approve the appointment of Mr.Guo Huan Ran as executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,215,034 Shares A Shares: 396,478,300 Shares Total: 411,963, 334Shares (99.96%) | H Shares: 170,000 Shares A Shares: 0 Shares Total: 170,000 Shares (0.04%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
10. | To consider and approve the re-appointment of Mr. Xiao Qing Zhoui as non-executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,215,034 Shares A Shares: 396,478,300 Shares Total: 411,963, 334Shares (99.96%) | H Shares: 170,000 Shares A Shares: 0 Shares Total: 170,000 Shares (0.04%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
11 | To consider and approve the re-appointment of Mr. Guo Hong Li as non-executive Director and to authorise the Board and the remuneration committee of the Company to | H Shares: 15,215,034 Shares A Shares: 396,478,300 Shares Total: 411,963, 334Shares (99.96%) | H Shares: 170,000 Shares A Shares: 0 Shares Total: 170,000 Shares (0.04%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
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determine his remuneration in accordance with Articles of Association of the Company | ||||
12. | To consider and approve the re-appointment of Ms. Wang Chun Hua as independent non-executive Director and to authorise the Board and the remuneration committee of the Company to determine her remuneration in accordance with Articles of Association of the Company | H Shares: 10,420,200Shares A Shares: 396,478,300Shares Total: 406,898,500 Shares (98.79%) | H Shares: 4,964,834 Shares A Shares: 0 Shares Total: 4,964,834 Shares (1.21%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
13. | To consider and approve the re-appointment of Mr. John Paul Cameron as independent non-executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 10,420,200Shares A Shares: 396,478,300Shares Total: 406,898,500 Shares (98.79%) | H Shares: 4,964,834 Shares A Shares: 0 Shares Total: 4,964,834 Shares (1.21%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
14 | To consider and approve the appointment of Mr.Qin Xue Chang as independent non-executive Director and to authorise the Board and the remuneration committee of the Company to determine his remuneration in accordance with Articles of Association of the Company | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
15. | To consider and, if thought fit, approve the provision of guarantee in the total amount of RMB200 million by the Company for Shouguang Baolong Petroleum Material Company Limited, a non-wholly owned subsidiary of the Company, in relation to its application for integrated banking credit facilities for general working capital purpose. | H Shares: 7,542,600 Shares A Shares: 396,478,300Shares Total: 231,797,691Shares (98.10%) | H Shares: 7,842,434 Shares A Shares: 0 Shares Total: 7,842,434 Shares (1.90%) | H Shares: 0 Shares A Shares: 0 Shares Total:0 Shares (0%) |
16. | To consider and approve the application for the maximum of RMB8.2billion integrated banking credit facilities in the year of 2013 and to authorize any executive Director to execute relevant documents | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
17. | To consider and approve the payment of the Final Dividend | H Shares: 15,385,034 Shares A Shares: 396,478,300 Shares Total: 411,863,334 Shares (100%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) | H Shares: 0 Shares A Shares: 0 Shares Total: 0 Shares (0%) |
There were 256,126,400 H Shares (being the total number of issued H Shares) and 541,722,000 Domestic Shares
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(being the total number of issued Domestic Shares) entitling the holders to attend and vote for the above resolutions, respectively.
There were no shares entitling the holders to attend and vote only against any of the above resolutions proposed at the AGM.
As more than 50% of the votes attaching to Shares held by the Shareholders of the Company present and voting in person or by proxy at the AGM were cast in favor of each of the above resolutions, all of the above resolutions were duly passed as resolutions.
Deloitte Touche Tohmatsu Certified Public Accountants Ltd, the Company's auditor, acted as a scrutineer for the vote-taking in respect of the AGM.
By Order of the Board
Chairman
Shandong, the PRC
28 June 2013
As at the date of this announcement, the executive Directors of the Company are Mr. Zhang En Rong, Mr. Lin Fu Long, Mr. Zhang Yun San and Mr.Guo Huan Ran; the non-executive Directors are Mr. Xiao Qing Zhou and Mr. Guo Hong Li; and the independent non-executive Directors are Mr. John Paul Cameron, Ms Wang Chun Hua and Mr.Qin Xue Chang.
* For identification purpose only
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