SINOPEC ENGINEERING (GROUP) CO., LTD. THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in SINOPEC Engineering (Group) Co., Ltd., you should at once hand this circular, together with the accompanying proxy form, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
ʕͩʷʷʈ ( ණྠ ) ٰ΅Ϟࠢʮ̡
SINOPEC Engineering (Group) Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2386)
REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2020
REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2020
AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020
PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2020
PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2021
PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND
FINANCIAL BUDGET FOR THE YEAR 2021
PROPOSED APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2021
AND AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION
FOR THE YEAR 2021
PROPOSED APPOINTMENT OF A SUPERVISOR GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES
AND/OR H SHARES
GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES
A letter from the Board is set out on pages 5 to 16 of this circular.
An extract of the notices convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to be held at the Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 10 a.m. on Monday, 10 May 2021 is set out on pages 17 to 28 of this circular.
If you intend to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event by Monday, 19 April 2021.
Whether or not you are able to attend the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time scheduled for holding the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting (or any adjourned meeting thereof). Completion and return of the proxy form shall not preclude you from attending and voting at the AGM, the Domestic Shares Class Meeting and/or the H Shares Class Meeting or any adjournment thereof should you so wish.
*
For identification purposes only
22 March 2021
CONTENTS | |
Page | |
DEFINITIONS ..................................................... | 1 |
LETTER FROM THE BOARD ........................................ | 5 |
NOTICE OF ANNUAL GENERAL MEETING ........................... | 17 |
NOTICE OF DOMESTIC SHARES CLASS MEETING .................... | 21 |
NOTICE OF H SHARES CLASS MEETING ............................. | 25 |
29 |
EXPLANATORY STATEMENT .....................
APPENDIX I
-
-i-
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.
"AGM"
"Articles"
"Board"
the annual general meeting of the Company for the year 2020 to be convened and held on Monday, 10 May 2021 the articles of association of the Company, as amended, supplemented or otherwise modified from time to time the board of directors of the Company
"Company"
SINOPEC Engineering (Group) Co., Ltd., a joint stock limited liability company incorporated under the laws of the PRC on 28 August 2012, which is listed on the Hong Kong Stock Exchange (Stock Code: 2386)
"Company Law"
the Company Law of the People's Republic of China (ʕ ശɛ͏ձʮ̡ج), as amended and adopted by the Standing Committee of the Twelfth National People's Congress on 28 December 2013 and effective on 1 March 2014 (as amended, supplemented or otherwise modified from time to time)
"controlling shareholder"
has the meaning ascribed thereto under the Hong Kong Listing Rules
"CSRC"
China Securities Regulatory Commission (ʕᗇՎ္ຖ ၍ଣ։ࡰึ)
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted Shares which are currently not listed or traded on any stock exchange
"Domestic Shares Class Meeting"
the first class meeting for Domestic Shareholder(s) for the year 2021 to be held on Monday, 10 May 2021
"Domestic Shareholder(s)"
the Shareholder(s) who/which hold Domestic Share(s)
DEFINITIONS | |
"General Mandate" | a general mandate to be granted to the Board for issuing |
Domestic Shares and/or H Shares representing up to the | |
limit of 20% of each of the aggregate nominal values of | |
the Domestic Shares or H Shares, respectively, in issue | |
on the date of passing the relevant resolution by the | |
Shareholders | |
"Group" | the Company and its subsidiaries |
"H Share(s)" | overseas listed foreign invested ordinary share(s) in the |
share capital of the Company, with a nominal value of | |
RMB1.00 each, listed on the Main Board of the Hong | |
Kong Stock Exchange | |
"H Shares Class Meeting" | the first class meeting for H Shareholders for the year |
2021 to be held on Monday, 10 May 2021 | |
"H Shareholder(s)" | the Shareholder(s) who/which hold H Share(s) |
"HK$" | the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC | |
"Hong Kong Listing Rules" | the Rules Governing the Listing of Securities on The |
Stock Exchange of Hong Kong Limited, as amended, | |
supplemented or otherwise modified from time to time | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Latest Practicable Date" | 17 March 2021, being the latest practicable date for |
ascertaining certain information before the printing of | |
this circular | |
"PBOC" | People's Bank of China (ʕɛ͏ვБ) |
"PRC" or "People's Republic of | the People's Republic of China which, for the purpose of |
China" | this circular, excludes Hong Kong, Macau Special |
Administration Region of the PRC and Taiwan | |
-2- |
DEFINITIONS
"Repurchase Mandate"
subject to the conditions set out in the proposed resolution approving the Repurchase Mandate at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the general mandate to be granted to the Board to exercise the power of the Company to repurchase Domestic Shares and/or H Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of Domestic Shares and/or H Shares in issue as at the date of passing the relevant resolution as set out in the notices for convening the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting
"RMB"
the lawful currency of the PRC
"Rules and Procedures for the
Board Meetings"
The Rules and Procedures for the Meetings of the Board of Directors of SINOPEC Engineering (Group) Co., Ltd.
"Rules and Procedures for the
Shareholders Meetings"
The Rules and Procedures for the Meetings of the Shareholders of SINOPEC Engineering (Group) Co., Ltd.
"SAFE"
State Administration of Foreign Exchange of the PRC (ʕ ശɛ͏ձ̮ි၍ଣ҅) or its successor authority
"SAMC"
Sinopec Assets Management Co., Ltd. (ʕͩʷණྠ༟ ପᐄ၍ଣϞࠢʮ̡), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of Sinopec Group
"SASAC"
State-owned Assets Supervision and Administration Commission of State Council of the People's Republic of China (ਕ৫Ϟ༟ପ္ຖ၍ଣ։ࡰึ)
"Share(s)"
share(s) in the share capital of the Company with a nominal value of RMB1.00 each
"Shareholder(s)"
holder(s) of the Share(s)
"Sinopec Group"
China Petrochemical Corporation (ʕͩذʷʈණྠϞ ࠢʮ̡), a state-owned enterprise incorporated under the laws of the PRC and established in July 1998 upon reorganisation of the former China Petrochemical Corporation (ʕͩذʷʈᐼʮ̡), and the Company's controlling shareholder
DEFINITIONS
"Southbound Trading"
has the meaning ascribed thereto under the section headed "Proposed final dividend distribution plan for the year 2020" in this circular
"subsidiary" or "subsidiaries"
has the meaning ascribed thereto in section 15 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
"Supervisory Committee"
the supervisory committee of the Company
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission, as amended, supplemented or otherwise modified from time to time
"United States"
the United States of America, its territories, its possessions and all areas subject to its jurisdiction
"US$"
"%"
the lawful currency of the United States percentage ratio
ʕͩʷʷʈ ( ණྠ ) ٰ΅Ϟࠢʮ̡
SINOPEC Engineering (Group) Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2386)
Executive Directors:
SUN Lili (ᘆᘆ) (Chairwoman) XIANG Wenwu (Σ˖؛) (Vice Chairman) JIANG Dejun (ᇸᅃࠏ)
Non-executive Director: WU Wenxin (ю˖ڦ)
Independent non-executive Directors: HUI Chiu Chung, Stephen (ʕ) JIN Yong (ږग)
YE Zheng (݁)
22 March 2021
To the Shareholders
Dear Sir or Madam,
REPORT OF BOARD OF DIRECTORS FOR THE YEAR 2020 REPORT OF SUPERVISORY COMMITTEE FOR THE YEAR 2020
AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020 PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2020
PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE INTERIM PROFIT DISTRIBUTION PLAN FOR THE YEAR 2021 PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND
FINANCIAL BUDGET FOR THE YEAR 2021
PROPOSED APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL AUDITOR OF THE COMPANY FOR THE YEAR 2021 AND
AUTHORISATION TO THE BOARD TO FIX THEIR REMUNERATION
FOR THE YEAR 2021
PROPOSED APPOINTMENT OF A SUPERVISOR GENERAL MANDATE TO REPURCHASE DOMESTIC SHARES
AND/OR H SHARES
GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND/OR H SHARES
* For identification purposes only
I. INTRODUCTION
The purpose of this circular is to provide you with, among other things, further information in relation to the following resolutions to be proposed at the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting (if applicable) to consider and approve:
1. the report of the Board for the year 2020;
2. the report of the Supervisory Committee for the year 2020;
3. the audited financial statements for the year 2020;
4. the final dividend distribution plan for the year 2020;
5. the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2021;
6. the business operation plan, investment plan and financial budget for the year 2021;
7. the appointment of domestic auditor and international auditor of the Company and the authorisation to the Board to fix their remuneration for the year 2021;
8. the appointment of a supervisor;
9. the grant to the Board of a general mandate to repurchase Domestic Shares and/or H Shares; and
10. the grant to the Board of a general mandate to issue Domestic Shares and/or H Shares.
II. REPORT OF THE BOARD FOR THE YEAR 2020
An ordinary resolution will be proposed at the AGM to consider and approve the report of the Board for the year 2020, the text of which is set out in the Company's annual report for the year 2020 published on 22 March 2021.
III. REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020
An ordinary resolution will be proposed at the AGM to consider and approve the report of the Supervisory Committee for the year 2020, the text of which is set out in the Company's annual report for the year 2020 published on 22 March 2021.
IV. AUDITED FINANCIAL STATEMENTS FOR THE YEAR 2020
An ordinary resolution will be proposed at the AGM to consider and approve the Company's audited financial statements for the year 2020, the text of which is set out in the Company's annual report for the year 2020 published on 22 March 2021.
V. PROPOSED FINAL DIVIDEND DISTRIBUTION PLAN FOR THE YEAR 2020
1. Proposed final dividend distribution plan for the year 2020
On 20 March 2021, the Board approved the final dividend distribution plan for the year
2020. In accordance with the Articles, the profits attributable to Shareholders shall be the lower of the Company's net profits attributable to Shareholders calculated pursuant to the PRC Accounting Standards for Business Enterprises and the International Financial Reporting Standards. For the year 2020, the total amount of the Company's net profits attributable to Shareholders calculated pursuant to the International Financial Reporting Standards shall be RMB2.382 billion. After due consideration of return to Shareholders as well as the long-term interests of the Company, the aggregate amount of the dividends to be distributed by the Company for the year 2020 in cash is proposed to be approximately RMB1.328 billion. Pursuant to this plan, after deduction of the interim dividends for the year 2020 in the total amount of approximately RMB500 million paid by the Company, the aggregate amount of the final dividend shall be approximately RMB828 million. Based on 4,428,000,000 Shares, being the total share capital of the Company as at 31 December 2020, the final dividend of RMB0.187 per Share (inclusive of applicable tax) shall be payable to all Shareholders.
The final dividend will be denominated and declared in Renminbi. The Domestic Shareholders will be paid in Renminbi and the H Shareholders will be paid in Hong Kong dollars. The exchange rate for the final dividend to be paid in Hong Kong dollars will be the mean of the exchange rates of Renminbi to Hong Kong dollars as announced by the PBOC during the five business days preceding the date of approval of the final dividend at the AGM.
The Company will appoint a receiving agent in Hong Kong and will pay to such receiving agent the final dividend (after deductions of relevant tax, if applicable) declared for payment to H Shareholders. The final dividend will be paid by the receiving agent on or before Monday, 19 July 2021. The cheques will be despatched to H Shareholders by ordinary post at their own risks.
An ordinary resolution will be proposed at the AGM to consider and approve the above final dividend distribution plan. The payment of the final dividend is subject to the Shareholders' approval at the AGM.
2. Closure of Register of Members for H Shares
The final dividend will be paid on or before Monday, 19 July 2021 to all Shareholders whose names appear on the register of members of the Company at the close of business on Thursday, 20 May 2021. In order to qualify for the final dividend, the H Shareholders must lodge all share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. (address: Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, 14 May 2021 for registration. For the purpose of ascertaining Shareholders who qualify for the final dividend, the register of members for H Shares will be closed from Saturday, 15 May 2021 to Thursday, 20 May 2021 (both days inclusive).
3. Taxation
In accordance with the Enterprise Income Tax Law of the People's Republic of China (ʕ ശɛ͏ձΆุהج) and its implementation regulations, the Company is required to withhold and pay enterprise income tax at the rate of 10% on behalf of the non-resident enterprise Shareholders whose names appear on the register of members for H Shares when distributing the cash dividends. Any H Shares not registered under the name of an individual Shareholder, including HKSCC Nominees Limited, other nominees, agents or trustees, or other organisations or groups, shall be deemed as Shares held by non-resident enterprise Shareholders. Therefore, enterprise income tax shall be withheld from dividends payable to such Shareholders. If H Shareholders intend to change their shareholder status, please enquire about the relevant procedures with their agents or trustees. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant Shareholders based on the register of members for H Shares as at Thursday, 20 May 2021.
If the individual H Shareholders are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% for the cash dividends to them under the relevant tax agreement with the PRC, the Company should withhold and pay individual income tax on behalf of the relevant Shareholders at a rate of 10%. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of less than 10% under the relevant tax agreement with the PRC, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual H Shareholders wish to reclaim the extra amount withheld due to the application of 10% tax rate, the Company can apply for the relevant agreed preferential tax treatment provided that the relevant Shareholders submit the information required by the notice of the relevant tax agreement to the H share registrar of the Company. The Company will assist with the tax refund of the extra amount withheld after obtaining the approval of the competent tax authority. Should the individual H Shareholders be residents of the countries which had an agreed tax rate of over 10% but less than 20% under the relevant tax agreement with the PRC, the Company shall withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreement. In the case that the individual H Shareholders are residents of the countries which have had an agreed tax rate of 20% under the relevant tax agreement with the PRC, or which have not entered into any tax agreement with the PRC, or in any other circumstances, the Company shall withhold and pay the individual income tax at a rate of 20%.
4. Profit Appropriation for Investors of Southbound Trading
For investors investing in the H Shares of the Company through the Shanghai Stock Exchange and Shenzhen Stock Exchange (including enterprises and individuals) (the "Southbound Trading"), the Company has entered into the Agreement on Appropriation of Cash Dividends of H Shares for Southbound Trading (ಥٰஷHٰٰୃତږߎлݼ೯ᙄ') with China Securities Depository and Clearing Corporation Limited, pursuant to which, China Securities Depository and Clearing Corporation Limited, as the nominee of the holders of H Shares for Southbound Trading, will receive all cash dividends distributed by the Company and distribute the cash dividends to the relevant investors of H Shares of Southbound Trading through its depository and clearing system. The cash dividends for the investors of H Shares of Southbound Trading will be paid in Renminbi.
Pursuant to the relevant requirements under the "Notice on the Tax Policies Related to the Pilot Program of the Shanghai-Hong Kong Stock Connect" (Caishui [2014] No. 81) (ᗫလ ಥٰୃ̹ఙʹʝᑌʝஷዚՓ༊ᓃϞᗫϗ݁ഄٙஷٝ'(ৌ[2014]81)) and the "Notice on the Tax Policies Related to the Pilot Program of the Shenzhen-Hong Kong Stock Connect" (Caishui [2016] No. 127) (ᗫଉಥٰୃ̹ఙʹʝᑌʝஷዚՓ༊ᓃϞᗫϗ݁ഄٙஷٝ' (ৌ[2016]127)), for dividends received by domestic investors from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the company of such H shares shall withhold and pay individual income tax at the rate of 20% on behalf of the investors. For dividends received by domestic securities investment funds from investing in H shares listed on the Hong Kong Stock Exchange through Shanghai-Hong Kong Stock Connect or Shenzhen-Hong Kong Stock Connect, the tax payable shall be the same as that for individual investors. The company of such H shares will not withhold and pay the income tax of dividends for domestic enterprise investors and those domestic enterprise investors shall report and pay the relevant tax themselves.
VI. PROPOSED AUTHORISATION TO THE BOARD TO DETERMINE THE
INTERIM PROFIT DISTRIBUTION PLAN OF THE COMPANY FOR THE YEAR 2021
An ordinary resolution will be proposed at the AGM to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2021.
VII. PROPOSED BUSINESS OPERATION PLAN, INVESTMENT PLAN AND
FINANCIAL BUDGET FOR THE YEAR 2021
An ordinary resolution will be proposed at the AGM to consider and approve the business operation plan, investment plan and financial budget of the Company for the year 2021, details of which are set out below:
1. Business Operation Plan
According to the development goal of the Company and taking into account the annual operation results and fulfilment of indicators in 2020, it is proposed that the annual business operation target for 2021 is to achieve a total new contracts value of RMB59.0 billion, including a domestic new contracts value of RMB49.0 billion and an overseas new contracts value of US$1.5 billion.
2. Investment Plan
According to the proposed investment plans for 2021 prepared by all subsidiaries of the Company, after optimising and balancing, the Company proposes an investment amount of RMB1,043 million for 2021.
3. Financial Budget
After comprehensive analysis and research, it is proposed that the Company controls the costs and expenses for 2021 as follows: (i) the administrative expenses shall not exceed RMB1.29 billion, (ii) the selling and marketing expenses shall not exceed RMB150 million, (iii) the financial expenses shall not exceed RMB20 million.
VIII. PROPOSED APPOINTMENT OF DOMESTIC AUDITOR AND INTERNATIONAL
AUDITOR OF THE COMPANY FOR THE YEAR 2021 AND AUTHORISATION TO
THE BOARD TO FIX THEIR REMUNERATION FOR THE YEAR 2021
An ordinary resolution will be proposed at the AGM to consider and approve the proposed appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company, respectively, which will hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2021.
IX. PROPOSED APPOINTMENT OF A SUPERVISOR
Resignation of Supervisors
The Supervisory Committee was recently notified by Mr. WANG Guoliang of his resignation as a non-representative of the employees supervisor in consideration of his age and by Mr. YE Wenbang and Mr. WU Jibo of their resignation as non-representative of the employees supervisors in consideration of their respective work adjustment. The resignation of Mr. WANG Guoliang, Mr. YE Wenbang and Mr. WU Jibo shall become effective when it is tendered to the Supervisory Committee.
Mr. WANG Guoliang, Mr. YE Wenbang and Mr. WU Jibo have confirmed that they have no disagreement with the Supervisory Committee and there is no matter relating to their resignation that needs to be brought to the attention of the Shareholders.
Proposed Appointment of A Supervisor
The Company held the sixth meeting of the Third Session of the Supervisory Committee on 20 March 2021. The Supervisory Committee approved the proposed appointment of Mr. ZHANG Xinming as a non-representative of the employees supervisor of the Company for a term commencing from the date of appointment and ending on the expiry of the term of the Third Session of the Supervisory Committee. According to the Articles, the proposed appointment of a supervisor assumed by a non-representative of the employees of the Company is subject to the Shareholders' approval. The proposal of the appointment of Mr. ZHANG Xinming as a non-representative of the employees supervisor will be put forward at the AGM for the Shareholders' consideration and approval by way of ordinary resolutions.
The Company will enter into a service contract with Mr. ZHANG Xinming upon his proposed appointment as a supervisor being approved at the AGM, for a term commencing from the date of appointment and ending on the expiry of the term of the Third Session of the Supervisory Committee. Mr. ZHANG Xinming will receive remuneration for serving as a supervisor of the Company under his service contract, which will be determined in accordance with the relevant laws and regulations of the People's Republic of China and the internal measures on remuneration of the Company. Pursuant to the Hong Kong Listing Rules, the Company will disclose in its annual reports the remuneration received by Mr. ZHANG Xinming from the Company during the relevant reporting period.
Biographical details of Mr. ZHANG Xinming are set out below:
Mr. ZHANG Xinming (ੵอ), aged 54, is the chairman of Sinopec Shanghai
Engineering Co., Ltd. (ʕͩʷɪऎʈϞࠢʮ̡) and a vice president of the development and planning department of China Petrochemical Corporation (ʕͩذʷʈණྠϞࠢʮ̡೯࢝ࠇ ྌ). Mr. ZHANG Xinming is a senior engineer with a university diploma and an MBA degree. Mr. ZHANG served as the vice president of Sinopec Luoyang Engineering Co., Ltd. (ʕ ͩʷݾජʈϞࠢʮ̡) and Sinopec Guangzhou Engineering Co., Ltd. (ʕͩʷᄿψʈϞࠢ ʮ̡) from August 2013 to March 2015; served as the deputy director of the development and planning department of China Petrochemical Corporation (ʕͩذʷʈණྠϞࠢʮ̡೯࢝ࠇ ྌ) from March 2015 to December 2019; held the position of vice president of the development and planning department of China Petrochemical Corporation (ʕͩذʷʈණྠ Ϟࠢʮ̡೯࢝ࠇྌ) since December 2019; and served as the chairman of Sinopec Shanghai Engineering Co., Ltd. from September 2020.
As at the date of this circular, save as disclosed above, Mr. ZHANG Xinming did not serve as a director in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. As at the date of this circular, Mr. ZHANG Xinming does not (i) hold any other positions with the Company or its subsidiaries, (ii) have any relationship with any director, supervisor, senior management or substantial or controlling shareholder of the Company (as defined under the Hong Kong Listing Rules), or (iii) have any interest in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Save as disclosed above, the Board is not aware of any other matter in relation to the proposed appointment of Mr. ZHANG Xinming as a supervisor of the Company that needs to be brought to the attention of the Shareholders, or any other information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
According to Article 125 of the Articles, the Supervisory Committee shall consist of seven supervisors. The Supervisory Committee will make its best endeavor to identify another two suitable candidates for supervisors as soon as practicable and will make further announcement(s) in due course.
X. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO REPURCHASE DOMESTIC SHARES AND/OR H SHARES
At each of the Company's annual general meeting for the year 2019, the class meeting for
Domestic Shareholders and the class meeting for H Shareholders held on 8 May 2020, the Shareholders passed a special resolution to approve the grant of a general mandate to the Board to repurchase such number of Domestic Shares and/or H Shares which are not more than 10% of the Domestic Shares or H Shares in issue (as the case may be).
The effective period of the above general mandate will expire soon. To provide flexibility and discretion to the Board in the event that it becomes desirable to repurchase any Domestic Shares and/or H Shares, the Repurchase Mandate is proposed to be granted to the Board by way of a special resolution at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting to repurchase Domestic Shares and/or H Shares subject to the following conditions:
(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;
(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares
Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));
(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;
(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;
(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions;
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares; and
(vii) within the scope of authority, by way of resolution, authorise the chairwoman of the Board to repurchase Shares of the Company on behalf of the Board, provided that the authorisation given by the Board to the chairwoman shall not exceed the authorisation given by the AGM to the Board.
An explanatory statement giving certain information regarding the Repurchase Mandate is set out in Appendix I to this circular.
XI. PROPOSED GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE DOMESTIC SHARES AND/OR H SHARES
At the Company's annual general meeting for the year 2019 held on 8 May 2020, the
Shareholders passed a special resolution to approve the grant of a general mandate to the Board to issue such number of Domestic Shares and/or H Shares which are not more than 20% of the Domestic Shares or H Shares in issue (as the case may be).
The effective period of the above general mandate will expire soon. To provide flexibility and discretion to the Board to issue new Shares, it is proposed to be considered and approved by way of a special resolution at the AGM:
(a) the General Mandate to be granted to the Board to separately or jointly allot, issue or deal with Domestic Shares and/or H Shares not exceeding 20% of their respective numbers in issue on the date of passing of this special resolution;
(b) to authorise the Board (or the directors authorised by the Board), subject to the approval of the relevant authorities of the PRC and in accordance with the relevant laws and administrative regulations, the requirements of Hong Kong regulators and the Articles, to increase the registered capital of the Company upon the exercise of the powers pursuant to paragraph (a) above;
(c) to authorise the Board (or the directors authorised by the Board) to sign the necessary documents, complete the necessary formalities and take other necessary steps to complete the allotment and issue and listing of new Shares upon the exercise of the powers pursuant to paragraph (a) above, provided that the same do not violate the relevant laws and administrative regulations, the requirements of Hong Kong regulators and the Articles; and
(d) subject to the approval of the relevant PRC authorities, to authorise the Board (or the directors authorised by the Board) to make appropriate and necessary amendments to the Articles after completion of the allotment and issuance of new Shares according to the method, type and number of the allotment and issue of new Shares and the actual situation of the shareholding structure of the Company at the time of completion of the allotment and issue of new Shares, in order to reflect the alteration of the share capital structure and registered capital of the Company pursuant to the exercise of the General Mandate, and carry out the statutory registrations and filings within and outside the PRC.
As at the Latest Practicable Date, the issued share capital of the Company was comprised of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the Shareholders' approval of the General Mandate and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 593,440,000 Domestic Shares and 292,160,000 H Shares in accordance with the General Mandate. The General Mandate shall be effective from the time this special resolution is passed at the AGM until the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at the AGM.
Any exercise of the power by the Board under the General Mandate shall comply with the relevant requirements of the Hong Kong Listing Rules, the Articles and the relevant laws and regulations of the PRC. As at the Latest Practicable Date, the Board did not have any plan to issue new Shares pursuant to the General Mandate.
XII. RECOMMENDATION
The Directors (including all independent non-executive Directors) consider that the resolutions in relation to each of (i) the report of the Board for the year 2020; (ii) the report of the Supervisory Committee for the year 2020; (iii) the audited financial statements for the year 2020; (iv) the proposed final dividend distribution plan for the year 2020; (v) the proposed authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2021; (vi) the proposed business operation plan, investment plan and financial budget for the year 2021; (vii) the proposed appointment of domestic auditor and international auditor of the Company for the year 2021 and authorisation to the Board to fix their remuneration for the year 2021; (viii) the proposed appointment of a supervisor; (ix) the proposed grant of general mandate to the Board to repurchase Domestic Shares and/or H Shares; and (x) the proposed grant of general mandate to the Board to issue Domestic Shares and/or H Shares is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM, the Domestic Share Class Meeting and the H Share Class Meeting as set out in the AGM Notice, the Domestic Share Class Meeting Notice and the H Share Class Meeting Notice, respectively.
By order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
JIA Yiqun
Chief Financial Officer, Company Secretary
Beijing, the PRC
22 March 2021
ʕͩʷʷʈ ( ණྠ ) ٰ΅Ϟࠢʮ̡
SINOPEC Engineering (Group) Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2386)
NOTICE OF THE ANNUAL GENERAL MEETING
FOR THE YEAR 2020 AND CLOSURE OF REGISTER OF MEMBERS
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") for the year 2020 of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC at 10:00 a.m. on Monday, 10 May 2021 for the purposes of considering and, if thought fit, passing the following resolutions. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 22
March 2021 (the "Circular").
RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE AGM
By way of ordinary resolutions:
(1) to consider and approve the report of the Board for the year 2020;
(2) to consider and approve the report of the Supervisory Committee for the year 2020;
(3) to consider and approve the audited financial statements for the year 2020;
(4) to consider and approve the final dividend distribution plan for the year 2020;
(5) to consider and approve the authorisation to the Board to determine the interim profit distribution plan of the Company for the year 2021;
(6) to consider and approve the business operation plan, investment plan and financial budget for the year 2021;
(7) to consider and approve the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP and BDO Limited as the domestic auditor and the international auditor of the Company for the year 2021, respectively, to hold office until the conclusion of the next annual general meeting of the Company, and the authorisation to the Board to fix their remuneration for the year 2021; and
(8) to consider and approve the appointment of Mr. ZHANG Xinming as a non-representative of the employees supervisor.
* For identification purposes only
By way of special resolutions:
(1) to consider and approve the grant of a general mandate to the Board to repurchase Domestic Shares and/or H Shares; and
(2) to consider and approve the grant of a general mandate to the Board to issue Domestic Shares and/or H Shares.
Details of the above resolutions proposed at the AGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (www.segroup.cn).
By order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
JIA Yiqun
Chief Financial Officer, Company Secretary
Beijing, the PRC
22 March 2021
As at the date of this notice, directors of the Company are: SUN Lili#, XIANG Wenwu#, JIANG Dejun#; WU Wenxin*, HUI Chiu Chung, Stephen+, JIN Yong+ and YE Zheng+.
# | Executive Directors |
* | Non-executive Director |
+ | Independent non-executive Directors |
This notice is available on the website of Hong Kong Exchanges and Clearing Limited |
(www.hkex.com.hk) and on the website of the Company (www.segroup.cn).
Notes:
ATTENDEE OF THE AGM
1. Eligibility and Registration Procedures for Attending the AGM
(a) Closure of Register of Members. For the purpose of ascertaining Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Saturday, 10 April 2021 to Monday, 10 May 2021 (both days inclusive).
(b) Domestic Shareholders and H Shareholders whose names appear on the register of members of the Company before the close of business on Saturday, 10 April 2021 are entitled to attend and vote in respect of all resolutions to be proposed at the AGM.
(c) H Shareholders who wish to attend the AGM shall lodge their share certificates accompanied by the transfer documents with Computershare Hong Kong Investor Services Ltd. before 4:30 p.m. on Friday, 9 April 2021 for registration.
(d) A Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the AGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(e) Domestic Shareholders and H Shareholders intending to attend the AGM should return the reply slip for attending the AGM to the Company on or before Monday, 19 April 2021.
(f) Shareholders may send the above reply slip to the Company in person, by post or by fax.
2. Proxy
(a) A Shareholder eligible to attend and vote at the AGM is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the place of business of the Company for Domestic Shareholders and Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for H Shareholders not less than 24 hours before the time designated for holding the AGM.
(d) A Shareholder or his/her/its proxy may exercise the right to vote by poll.
3. Closure of Register of Members for H Shares regarding Final Dividend
For the purpose of ascertaining Shareholders who qualify for the final dividend for the year 2020, the H Share register of members of the Company will be closed from Saturday, 15 May 2021 to Thursday, 20 May 2021 (both days inclusive). In order to qualify for the final dividend, H Shareholders shall lodge their share certificates accompanied by the transfer documents with the Company's share registrar of H Shares before 4:30 p.m. on Friday, 14 May 2021 for registration.
4. Miscellaneous
(a) The AGM will not last for more than one working day. Shareholders who attend the AGM shall bear their own travel and accommodation expenses.
(b) The address of the Company's share registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
(c) The place of business of the Company is at:
Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029
Telephone No.: (+86) 10 5673 0522 Facsimile No.: (+86) 10 5673 0500
ʕͩʷʷʈ ( ණྠ ) ٰ΅Ϟࠢʮ̡
SINOPEC Engineering (Group) Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2386)
NOTICE OF DOMESTIC SHARES CLASS MEETING
NOTICE IS HEREBY GIVEN that the first class meeting for Domestic Shareholders for the year 2021 (the "Domestic Shares Class Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC immediately after the annual general meeting of the Company for the year 2020 (the "AGM") to be convened and held on the same date at the same place on Monday, 10 May 2021 for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 22 March 2021.
By way of a special resolution:
To consider and approve the grant of the Repurchase Mandate to the Board subject to the following conditions:
(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the
Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;
(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares
Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));
* For identification purposes only
(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;
(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;
(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions;
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares; and
(vii) within the scope of authority, by way of resolution, authorise the chairwoman of the Board to repurchase Shares of the Company on behalf of the Board, provided that the authorisation given by the Board to the chairwoman shall not exceed the authorisation given by the AGM to the Board.
By Order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
JIA Yiqun
Chief Financial Officer, Company Secretary
Beijing, the PRC
22 March 2021
As at the date of this notice, directors of the Company are: SUN Lili#, XIANG Wenwu#, JIANG Dejun#; WU Wenxin*, HUI Chiu Chung, Stephen+, JIN Yong+ and YE Zheng+.
# | Executive Directors |
* | Non-executive Director |
+ | Independent non-executive Directors |
This notice is available on the website of Hong Kong Exchanges and Clearing Limited |
(www.hkex.com.hk) and on the website of the Company (www.segroup.cn).
Notes:
ATTENDEE OF THE DOMESTIC SHARES CLASS MEETING
1. Eligibility and Registration Procedures for Attending the Domestic Shares Class Meeting
(a) Closure of Register of Members. For the purpose of ascertaining Domestic Shareholders who are entitled to attend and vote at the Domestic Shares Class Meeting, the register of members of the Company will be closed from Saturday, 10 April 2021 to Monday, 10 May 2021 (both days inclusive).
(b) Domestic Shareholders whose names appear on the register of members of the Company before the close of business on Saturday, 10 April 2021 are entitled to attend and vote in respect of the resolution to be proposed at the Domestic Shares Class Meeting.
(c) A Domestic Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If a Domestic Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the Domestic Shares Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(d) Domestic Shareholders intending to attend the Domestic Shares Class Meeting should return the reply slip for attending the Domestic Shares Class Meeting to the Company on or before Monday, 19 April 2021.
(e) Domestic Shareholders may send the above reply slip to the Company in person, by post or by fax.
2. Proxy
(a) A Domestic Shareholder eligible to attend and vote at the Domestic Shares Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the place of business of the Company not less than 24 hours before the time designated for holding the Domestic Shares Class Meeting.
(d) A Domestic Shareholder or his/her/its proxy may exercise the right to vote by poll.
3. Miscellaneous
(a) The Domestic Shares Class Meeting is expected to take place immediately after the AGM. Domestic Shareholders attending the Domestic Shares Class Meeting shall be responsible for their own travel and accommodation expenses.
(b) The place of business of the Company is at:
Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029
Telephone No.: (+86) 10 5673 0522 Facsimile No.: (+86) 10 5673 0500
ʕͩʷʷʈ ( ණྠ ) ٰ΅Ϟࠢʮ̡
SINOPEC Engineering (Group) Co., Ltd.*
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 2386)
NOTICE OF H SHARES CLASS MEETING
NOTICE IS HEREBY GIVEN that the first class meeting for H Shareholders for the year 2021 (the "H Shares Class Meeting") of SINOPEC Engineering (Group) Co., Ltd. (the "Company") will be held at Conference Room 201, Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC immediately after the annual general meeting of the Company for the year 2020 (the "AGM") and the first domestic shares class meeting for the year 2021 (the "Domestic Shares Class Meeting") to be convened and held on the same date at the same place on Monday, 10 May 2021 for the purposes of considering and, if thought fit, approving the following resolution. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular dated 22 March 2021.
By way of a special resolution:
To consider and approve the grant of the Repurchase Mandate to the Board subject to the following conditions:
(a) subject to paragraphs (b) and (c) below, the exercise by the Board during the
Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase Domestic Shares and/or H Shares in issue, subject to and in accordance with all applicable laws, rules, regulations and/or requirements of the PRC, the Hong Kong Stock Exchange or any other governmental or regulatory bodies, is approved;
(b) the aggregate nominal value of Domestic Shares or H Shares authorised to be repurchased pursuant to the approval in paragraph (a) above during the Relevant Period (as defined in paragraph (d) below) shall not exceed 10% of the aggregate nominal value of Domestic Shares or H Shares in issue, respectively, as at the date of passing this special resolution;
(c) the approval in paragraph (a) above shall be conditional upon:
(i) the special resolution to be passed at each of the AGM, the Domestic Shares
Class Meeting and the H Shares Class Meeting shall be of the same terms as the resolution set out in this paragraph (except for this sub-paragraph (c)(i));
* For identification purposes only
(ii) compliance with the relevant requirements of the Company Law and the regulatory authorities (including the Hong Kong Stock Exchange) of the place of listing of the Company as amended from time to time; and
(iii) the approval of or the filing with the SAFE, the CSRC and/or any other regulatory authorities (if applicable) as may be required by the laws, rules and regulations of the PRC has been obtained or made.
(d) For the purpose of this special resolution, "Relevant Period" means the period from the passing of this special resolution at the AGM, the Domestic Shares Class Meeting and H Shares Class Meeting until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company following the passing of this special resolution;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or other applicable laws to be held;
(iii) the date on which the authority conferred by this special resolution is revoked or varied by a special resolution of the Shareholders at a general meeting, by a special resolution of Domestic Shareholders at a class meeting for Domestic Shareholders or by a special resolution of H Shareholders at a class meeting for H Shareholders; or
(iv) the expiration of a period of 12 months after this special resolution has been passed at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
(e) the Board is hereby authorised to:
(i) formulate and implement specific repurchase plans, including but not limited to the repurchase price, the amount of repurchases, the timing and period for repurchases;
(ii) notify creditors and publish announcements in accordance with the relevant requirements (if applicable) of the Company Law, the Articles and the Hong Kong Stock Exchange as amended from time to time;
(iii) open a foreign stock account and complete the corresponding procedure of change in foreign exchange registration;
(iv) perform the relevant approval procedure in accordance with the requirements of the regulatory authority and the place of listing, including filing with the CSRC;
(v) complete the procedure for the cancellation of the repurchased Shares, the reduction of registered capital of the Company, the amendment of the relevant provisions of the Articles relating to, among other things, the total amount of share capital and shareholding structure, and perform the relevant domestic and foreign registration and filing procedures according to the statutory requirements in the PRC and foreign regions;
(vi) sign and execute other documents and complete other matters relevant to repurchases of Shares; and
(vii) within the scope of authority, by way of resolution, authorise the chairwoman of the Board to repurchase Shares of the Company on behalf of the Board, provided that the authorisation given by the Board to the chairwoman shall not exceed the authorisation given by the AGM to the Board.
By Order of the Board
SINOPEC ENGINEERING (GROUP) CO., LTD.
JIA Yiqun
Chief Financial Officer, Company Secretary
Beijing, the PRC
22 March 2021
As at the date of this notice, directors of the Company are: SUN Lili#, XIANG Wenwu#, JIANG Dejun#; WU Wenxin*, HUI Chiu Chung, Stephen+, JIN Yong+ and YE Zheng+.
# | Executive Directors |
* | Non-executive Director |
+ | Independent non-executive Directors |
This notice is available on the website of Hong Kong Exchanges and Clearing Limited |
(www.hkex.com.hk) and on the website of the Company (www.segroup.cn).
Notes:
ATTENDEE OF THE H SHARES CLASS MEETING
1. Eligibility and Registration Procedures for Attending the H Shares Class Meeting
(a) Closure of Register of Members. For the purpose of ascertaining H Shareholders who are entitled to vote at the H Shares Class Meeting, the register of members of the Company will be closed from Saturday, 10 April 2021 to Monday, 10 May 2021, both dates inclusive.
(b) H Shareholders whose names appear on the register of members of the Company before the close of business on Saturday, 10 April 2021 are entitled to attend and vote in respect of the resolution to be proposed at the H Shares Class Meeting.
(c) H Shareholders who wish to attend the H Shares Class Meeting shall lodge their share certificates accompanied by the transfer documents with the Company's share registrar of H Shares before 4:30 p.m. on Friday, 9 April 2021 for registration.
(d) An H Shareholder or his/her/its proxy shall produce proof of identity when attending the meeting. If an H Shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such Shareholder may attend the H Shares Class Meeting by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting.
(e) H Shareholders who intend to attend the H Shares Class Meeting should return the reply slip for attending the H Shares Class Meeting to the Company on or before Monday, 19 April 2021.
(f) H Shareholders may send the above reply slip in person, by post or by fax.
2. Proxy
(a) An H Shareholder eligible to attend and vote at the H Shares Class Meeting is entitled to appoint, in written form, one or more proxies to attend and vote on his/her/its behalf. A proxy needs not be a Shareholder.
(b) A proxy should be appointed by a written instrument signed by the appointer or his/her/its attorney duly authorised in writing. If the proxy form is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or the authorisation document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation document(s) which has been notarised, together with the completed proxy form, must be delivered to the Company's share registrar of H Shares, Computershare Hong Kong Investor Services Ltd. at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 24 hours before the time designated for holding the H Shares Class Meeting.
(d) An H Shareholder or his/her/its proxy may exercise the right to vote by poll.
3. Miscellaneous
(a) The H Shares Class Meeting is expected to take place immediately after the AGM and the Domestic Shares Class Meeting. H Shareholders attending the H Shares Class Meeting shall be responsible for their own travel and accommodation expenses.
(b) The address of the Company's share registrar of H Shares, Computershare Hong Kong Investor Services Ltd., is at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong.
(c) The place of business of the Company is at:
Building 8, Shenggujiayuan, Shenggu Middle Road, Chaoyang District, Beijing, the PRC Post Code: 100029
Telephone No.: (+86) 10 5673 0522 Facsimile No.: (+86) 10 5673 0500
This appendix serves as an explanatory statement, as required by the Hong Kong Listing Rules, to provide the requisite information to enable you to make an informed decision on whether to vote for or against the special resolution to approve the grant of the Repurchase Mandate to the Board.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.
LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES
The Hong Kong Listing Rules permit companies whose primary listing is on the Hong Kong Stock Exchange to repurchase their securities on the Hong Kong Stock Exchange subject to certain restrictions, the most important of which are summarised below. The Company is empowered by the Articles to repurchase its own securities.
REGISTERED CAPITAL
As at the Latest Practicable Date, the registered capital of the Company was RMB4,428,000,000, comprising of 2,967,200,000 Domestic Shares and 1,460,800,000 H Shares. Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate and on the basis that no Domestic Shares and/or H Shares will be allotted, issued or repurchased by the Company on or prior to the date of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the Company will be allowed under the Repurchase Mandate to purchase a maximum of 296,720,000 Domestic Shares and/or 146,080,000 H Shares, being the maximum of 10% of the respective aggregate nominal values of Domestic Shares or H Shares in issue as at the date of passing the relevant resolution.
REASONS FOR THE REPURCHASE
The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders. The exercise of the Repurchase Mandate may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchase will benefit the Company and the Shareholders.
FUNDING OF THE REPURCHASES
In repurchasing the Domestic Shares and/or H Shares, the Company may only apply funds from the Company's internal resources legally available for such purpose in accordance with the Articles, the Hong Kong Listing Rules and the applicable laws, rules and regulations of the PRC, including, without limitation, surplus funds and undistributed profits of the Company.
Taking into account the current good working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it would not have a material adverse effect on the working capital and/or the gearing position of the Company as compared with its position as at 31 December 2020 as disclosed in the Company's latest published audited accounts contained in its annual report for the year 2020. However, the Directors do not intend to make any repurchase to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company. The number of Domestic Shares and/or H Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at an appropriate time having taking into consideration the circumstances then prevailing which shall be in the best interests of the Company and the Shareholders as a whole.
STATUS OF PURCHASED DOMESTIC SHARES AND H SHARES
The Hong Kong Listing Rules provide that the listing status of all the H Shares purchased by the Company shall automatically be cancelled and the relevant share certificates of such repurchased H Shares shall be cancelled and destroyed. Under the PRC laws, the Domestic Shares repurchased by the Company will also be cancelled. The Company's registered capital will be reduced by an amount equivalent to the aggregate nominal value of the Domestic Shares and H Shares so cancelled.
H SHARE PRICES
The highest and lowest prices at which the H Shares were traded on the Hong Kong Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:
H Shares
Month | Highest | Lowest |
(HK$) | (HK$) | |
2020 | ||
March | 3.559 | 2.271 |
April | 3.496 | 2.829 |
May | 3.370 | 2.967 |
June | 3.458 | 3.121 |
July | 3.805 | 3.150 |
August | 3.651 | 3.256 |
September | 3.390 | 2.850 |
October | 3.250 | 2.860 |
November | 3.530 | 3.020 |
December | 3.450 | 3.230 |
H Shares
Month | Highest | Lowest |
(HK$) | (HK$) | |
2021 | ||
January | 3.960 | 3.300 |
February | 4.480 | 3.550 |
1 March to the Latest Practicable Date | 4.570 | 4.130 |
DIRECTORS' UNDERTAKING |
The Directors have undertaken to the Hong Kong Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company under appropriate circumstances to make purchases pursuant to the Repurchase Mandate in accordance with the Hong Kong Listing Rules, the Articles and the applicable laws, rules and regulations of the PRC.
DISCLOSURE OF INTERESTS
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined under the Hong Kong Listing Rules) has any present intention to sell to the Company any of the Domestic Shares and/or H Shares if the Repurchase Mandate is approved at each of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting.
No core connected person (as defined under the Hong Kong Listing Rules) of the Company has notified the Company that he, she or it has a present intention to sell any Domestic Shares and/or H Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is granted.
If a Shareholder's proportionate interest in the voting rights of the Company increases upon the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Sinopec Group, through its wholly-owned subsidiary, SAMC, was the controlling shareholder (as defined under the Hong Kong Listing Rules) of the Company and held 2,967,200,000 Domestic Shares (representing 100% of the total issued Domestic Shares of the Company and approximately 67.01% of the issued share capital of the Company). On the basis that 4,428,000,000 Shares was in issue as at the Latest Practicable Date and assuming that no other Shares will be allotted, issued or repurchased by the Company on or prior to the date of the AGM, the Domestic Shares Class Meeting and the H Shares Class Meeting, the percentage shareholdings of Sinopec Group before and after such repurchase would be as follows:
After
After | repurchases of | |||
repurchases of | all H Shares | |||
all Domestic | (but without | |||
Shares (but | taking into | After | ||
Before | without taking | account | repurchases of | |
repurchases of | into account | repurchases of | all Domestic | |
Domestic Shares | repurchases of | Domestic | Shares and | |
and/or H Shares | H Shares) | Shares) | H Shares | |
pursuant to the | pursuant to the | pursuant to the | pursuant to the | |
Repurchase | Repurchase | Repurchase | Repurchase | |
Shareholder | Mandate | Mandate | Mandate | Mandate |
Sinopec Group | 67.01% | 64.64% | 69.30% | 67.01% |
On the basis of the shareholdings held by Sinopec Group above, the exercise of the Repurchase Mandate in full will not have any implications for Sinopec Group under the Takeovers Code. Assuming that there is no issue of Shares between the Latest Practicable Date and the date of a repurchase, an exercise of the Repurchase Mandate whether in whole or in part will not result in the percentage of the Shares being held by the public less than the relevant prescribed minimum percentage as required by the Hong Kong Stock Exchange. The Directors will not make share repurchase on the Hong Kong Stock Exchange if such repurchase would result in the requirements under Rule 8.08 of the Hong Kong Listing Rules not being complied with.
SECURITIES REPURCHASE MADE BY THE COMPANY
The Company did not repurchase any Domestic Shares and/or H Shares (whether on the Hong Kong Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.
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Sinopec Engineering Group Co. Ltd. published this content on 21 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2021 10:30:05 UTC.
