SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility 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)
(Stock Code: 00338) Resolutions Passed at the 2013 Annual General Meeting and Election of Directors and SupervisorsThe Board and all its directors guarantee that, this announcement does not contain any false information, misleading statement or material omission, and severally and jointly accept responsibility for the authenticity, accuracy and completeness of the contents of this announcement.
Important:
• No objection or amendment was made to the resolutions proposed at the meeting.
• No changes were made to the resolutions of the previous annual general meetings at the meeting.
The 2013 annual general meeting (the "AGM") of Sinopec Shanghai Petrochemical Company Limited (the "Company") was held at 9:00 a.m. on Wednesday, 18 June 2014 at Roller-skating Stadium, Jinshan District, Shanghai, the People's Republic of China (the "PRC"). Shareholders of the Company who were entitled to attend the AGM held an aggregate of 10.8 billion voting shares. No shareholder of the Company who was entitled to attend the AGM was required to abstain from voting in favor as set out in Rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Hong Kong Listing Rules"), nor was required to abstain from voting under the Hong Kong Listing Rules. In connection with the convening of the AGM:
Total number of shareholders and authorized proxies physically present at the AGM | 54 | |
including: | number of A-Share Holders | 49 |
number of H-Share Holders | 5 | |
Total number of shares with voting rights (Shares) | 8,930,030,195 | |
including: | total number of shares held by A-Share Holders | 5,485,745,542 |
total number of shares held by H-Share Holders | 3,444,284,653 | |
Percentage of total issued shares of the Bank with voting rights (%) | 82.69% | |
including: | percentage of total issued shares held by A-Share Holders | 50.79% |
percentage of total issued shares held by H-Share Holders | 31.89% |
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The on-site AGM was convened by the board of directors (the "Board") of the Company, and Mr. Wang Zhiqing, Chairman of the Company, presided over the meeting. The Board had twelve directors, seven of whom attended the AGM. Mr. Wang Zhiqing, Chairman of the Company, Mr. Wu Haijun, Vice Chairman of the Company, Mr. Gao Jinping, Mr. Ye Guohua, directors of the Company, Mr. Jin Mingda, Mr. Cai Tingji and Mr. Zhang Yimin, independent non-executive directors of the Company, attended the AGM. Mr. Li Honggen, Mr. Zhang Jianping, Mr. Lei Dianwu and Mr. Xiang Hanyin, directors of the Company, and Mr. Shen Liqiang, independent non-executive director of the Company, were absent from the AGM due to business engagements. The Supervisory Committee of the Company had seven supervisors, seven of whom attended the AGM. Mr. Zhang Jianbo, Chairman of the Supervisory Committee. Mr. Zuo Qiang and Ms. Li Xiaoxia, Mr. Zhai Yalin and Mr. Wang Liqun, supervisors of the Company, and Mr. Chen Xinyuan and Mr. Zhou Yunnong, independent supervisors of the Company, attended the AGM. Mr. Jin Qiang, Mr. Guo Xiaojun, Mr. Mo Zhenglin, proposed directors of the Company, attended the AGM. Mr. Zhang Jingming, the Secretary to the Board, attended the AGM. The convening and voting of the AGM complied with the relevant regulations of the Company Law of the PRC and the articles of association of the Company (the "Articles of Association").
II. Voting results of resolutions
The following ordinary resolutions were considered and passed at the AGM through voting by way of poll:
1. 2013 Work Report of the Board of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor* | |
Voting results of shareholders | 6,477,846,894 | 640,457 | 99.99% |
* Percentage of shares voted in favor refers to the proportion of shares voted in favor by the shareholders accounting for the total voting shares (i.e. shares voted in favor + shares voted against) held by the shareholders (or their proxies) participating the voting. (The same below)
2. 2013 Work Report of the Supervisory Committee of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
Voting results of shareholders | 6,477,591,494 | 895,857 | 99.99% |
3. 2013 Audited Financial Statements of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
Voting results of shareholders | 6,477,891,894 | 595,457 | 99.99% |
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4. 2013 Profit Distribution Plan of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
Voting results of shareholders | 6,476,988,694 | 1,498,657 | 99.98% |
5. 2014 Financial Budget Report of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
Voting results of shareholders | 6,477,920,194 | 567,157 | 99.99% |
6. The re-appointment of PricewaterhouseCoopers Zhong Tian LLP (Special General Partnership) and PricewaterhouseCoopers as the domestic and international auditors, respectively, of the Company for the year 2014 and authorization of the Board to determine their remuneration based on the terms of work
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
Voting results of shareholders | 6,477,857,719 | 629,632 | 99.99% |
7. The election of members of the eighth session of the Board of the Company
(1) To elect the following candidates as non-independent directors of the eighth session of the Board
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
A. Wang Zhiqing | 6,423,163,864 | 55,173,964 | 99.15% |
B. Wu Haijun | 6,076,314,180 | 400,949,910 | 93.81% |
C. Gao Jinping | 6,076,293,157 | 400,985,437 | 93.81% |
D. Ye Guohua | 5,874,605,654 | 603,740,940 | 90.68% |
E. Jin Qiang | 6,076,323,157 | 400,955,437 | 93.81% |
F. Guo Xiaojun | 6,076,323,157 | 400,955,437 | 93.81% |
G. Lei Dianwu | 6,033,463,909 | 443,814,685 | 93.15% |
H. Mo Zhenglin | 6,033,482,909 | 443,795,685 | 93.15% |
(2) To elect the following candidates as independent directors of the eighth session of the
Board
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
A. Shen Liqiang | 6,033,804,209 | 444,544,235 | 93.14% |
B. Jin Mingda | 6,475,081,394 | 3,267,050 | 99.95% |
C. Cai Tingji | 6,476,086,594 | 2,261,850 | 99.97% |
D. Zhang Yimin | 6,476,071,594 | 2,269,450 | 99.97% |
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8. The election of the non-employee supervisors of the eighth session of the supervisory committee of the Company
Shares voted in favor (Share) | Shares voted against (Share) | Percentage of shares voted in favor | |
A. Zhai Yalin | 6,475,663,608 | 2,431,996 | 99.96% |
B. Wang Liqun | 6,452,963,291 | 25,646,254 | 99.60% |
C. Chen Xinyuan | 6,476,372,344 | 2,237,482 | 99.97% |
D. Zhou Yunnong | 6,476,351,794 | 2,257,874 | 99.97% |
The above resolutions were passed at the AGM. The Company had appointed its international auditor, PricewaterhouseCoopers, as the scrutineer of the AGM to monitor the vote-taking procedures. The Company has complied with the voting instructions stipulated by HKSCC Nominees Limited.
III. Election of Directors and Supervisors
Through the votes of the shareholders at the AGM, the election and re-election of all the director candidates of the eighth session of the Board were duly approved by the shareholders of the Company. The directors of the eighth session of the Board took effect on the date of the AGM.
The biographical details of the above directors, please refer to the announcement of "Resolutions of the 20th Meeting of the Seventh Session of the Board of Directors" (published in China Securities Daily, Shanghai Securities Journal, Securities Times as well as on Shanghai Stock Exchange website, The Stock Exchange of Hong Kong Limited website and the Company's website on 29 April 2014); or the circular to the holders of H shares dated 30 April
2014.
The term of office of Mr. Li Hongen, Mr. Zhang Jianping and Mr. Xiang Hanyin, each being a director of the seventh session of the Board, has expired. The Company would like to thank them for their contributions to the Company made during their period of service.
Through the votes of shareholders at the AGM, re-election of all the non-employee representative supervisor candidates of the eighth session of the Company's supervisory committee were duly approved by shareholders of the Company. The appointment of the proposed employee representative supervisors, Zhang Jianbo, Zuo Qiang and Li Xiaoxia, has been voted and approved at the democratic management agency. The appointment of each of non-employee representative supervisors of the eighth session of the supervisory committee took effect on the date of the AGM.
The biographical details of the above supervisors, please refer to the announcement of "Resolutions of the 20th Meeting of the Seventh Session of the Board of Directors" (published in China Securities Daily, Shanghai Securities Journal, Securities Times as well as on Shanghai Stock Exchange website, The Stock Exchange of Hong Kong Limited website and the Company's website on 29 April 2014); or the circular to the holders of H shares dated 30 April
2014.
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IV. Explanation in relation to the payment of final dividends of the Company for the year ended 31 December 20131. Pursuant to Article 211 of the Articles of Association, the Company declares dividends to its shareholders in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi whilst those payable to the holders of H shares shall be paid in Hong Kong dollars, and in the latter case, the following conversion formula shall apply:
Converted amount of = dividends in Hong Kong dollars Amount of dividends in Renminbi
Average of the closing exchange rates for the Hong Kong dollar as announced by the Foreign Exchange Trading Centre of the PRC for the calendar week preceding the
date on which dividends are declared
For the purpose of payment to the holders of the Company's H shares of the final dividends for the year ended 31 December 2013 (the "Final Dividends"), the average of the median exchange rates for the Hong Kong dollar as announced by the Foreign Exchange Trading Centre of the PRC for the calendar week preceding the date on which dividends were declared (that is, Wednesday, 18 June 2014) is HK$100 for RMB79.3260. Therefore, the Company will distribute the Final Dividends amounted to HK$0.063 per share to the holders of its H shares (tax inclusive).
2. The Company will appoint Bank of China (Hong Kong) Trustees Limited as its paying agent in Hong Kong ("Paying Agent") and will pay the Final Dividends payable to the holders of its H shares to such Paying Agent to be held, pending payment, in trust for such holders. The Final Dividends payable to the holders of the Company's H shares whose names appear on the register of members of the Company on Wednesday, 2 July 2014, will be paid by the Paying Agent around 18 July 2014 and will be dispatched by Hong Kong Registrars Limited on the same date.
3. Distribution of 2013 dividends to holders of the Company's A shares will be announced separately.
For those holders of the Company's circulating A shares with trading restrictions (original non-circulating A shares), please note: the Company will entrust China Securities Depository and Clearing Corporation Limited Shanghai Branch to distribute the final dividend. For those holders of circulating A shares with trading restrictions, please follow the designated trading procedure and other related procedures in a timely manner in order to receive the cash dividend promptly.
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V. Lawyer's certificationAs certified by and stated in the legal opinion (the "Legal Opinion") issued by Mr. Gao Wei and Ms. Huo Wanhua of the Company's legal advisors as to the PRC law, Beijing Haiwen & Partners, "the convening and holding of the AGM, the qualification of the convener, the qualifications of shareholders or proxies who attended the AGM and the voting procedures adopted at the AGM were in compliance with the provisions of the relevant laws and the articles of association of the Company. As a result, the resolutions of the AGM are legally valid".
VI. Documents available for inspection
1. Resolutions passed at the 2013 Annual General Meeting, signed and confirmed by the directors, supervisors and the Secretary to the Board who attended thereat, and applied with the chop of the Company; and
2. The Legal Opinion.
By Order of the Board
Chairman
Shanghai, the PRC, 18 June 2014
As at the date of this announcement, the executive directors of the Company are Wang Zhiqing, Wu Haijun, Gao Jinping, Ye Guohua, Jin Qiang and Guo Xiaojun; the non-executive directors of the Company are Lei Dianwu and Mo Zhenglin, and the independent non-executive directors of the Company are Shen Liqiang, Jin Mingda, Cai Tingji and Zhang Yimin.
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