1. |
an announcement regarding the resolutions of the first meeting of the eighth session of the board of directors of China Petroleum & Chemical Corporation (the 'Registrant');
|
2. |
an announcement regarding appointment of employee's representative supervisors of the Registrant;
|
3. |
an announcement regarding list of directors and their roles and function of the Registrant;
|
4. |
an announcement regarding poll results of 2020 annual general meeting of the Registrant; and
|
5. |
a copy of terms of references of nomination committee under the board of directors of the Registrant;
|
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00386)
the Eighth Session of the Board of Directors
The Board and all directors of Sinopec Corp. warrant that there are no false representations, misleading statements or material omissions contained in this announcement and severally and jointly accept full responsibility for the authenticity, accuracy and completeness of the information contained herein.
|
I. |
To elect Mr. Zhang Yuzhuo as the Chairman of the eighth session of the Board.
|
II. |
To rename Social Responsibility Management Committee under the Board as Sustainable Development Committee under the Board, and to amend the Terms of Reference of Sustainable Development Committee under the Board.
|
III. |
To amend the Terms of Reference of Nomination Committee under the Board.
|
IV. |
To appoint the members of the special committees under the eighth session of the Board as follows:
|
(i) |
Strategy Committee
|
Chairman:
|
Mr. Zhang Yuzhuo
|
Members:
|
Mr. Ma Yongsheng, Mr. Yu Baocai, Mr. Liu Hongbin, Mr. Ling Yiqun, Mr. Li Yonglin, Mr. Cai Hongbin, Ms. Shi Dan and Mr. Bi Mingjian
|
(ii) |
Remuneration and Appraisal Committee
|
Chairman:
|
Mr. Bi Mingjian
|
Members:
|
Mr. Ma Yongsheng and Mr. Ng, Kar Ling Johnny
|
(iii) |
Audit Committee
|
Chairman:
|
Mr. Ng, Kar Ling Johnny
|
Members:
|
Mr. Cai Hongbin, Ms. Shi Dan and Mr. Bi Mingjian
|
(iv) |
Nomination Committee
|
Chairman:
|
Ms. Shi Dan
|
Members:
|
Mr. Zhang Yuzhuo and Mr. Ng, Kar Ling Johnny
|
(v) |
Sustainable Development Committee
|
Chairman:
|
Mr. Zhang Yuzhuo
|
Members:
|
Mr. Zhao Dong, Mr. Li Yonglin and Mr. Cai Hongbin
|
V. |
To appoint Mr. Ma Yongsheng as the President of the Company, to appoint Mr. Yu Baocai, Mr. Liu Hongbin, Mr. Ling Yiqun, Mr. Li Yonglin and Mr. Chen Ge as Senior Vice Presidents of the Company, to appoint Mr. Yu Xizhi, Mr. Zhao Rifeng and Mr. Huang Wensheng as Vice Presidents of the Company, to appoint Ms. Shou Donghua as Chief Financial Officer of the Company, and to appoint Mr. Huang Wensheng as the Secretary to the Board, with the tenure commencing from the approval of Board to the date when the term of the eighth session of the Board expires.
|
VI. |
To appoint Mr. Ma Yongsheng and Mr. Huang Wensheng as the Company's authorised representatives under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, to appoint Mr. Zhang Zheng as the representative on securities matters of Shanghai Stock Exchange.
|
By Order of the Board
| |
China Petroleum & Chemical Corporation
| |
Huang Wensheng
| |
Vice President and Secretary to the Board of Directors
|
25 May 2021
*Non-executive Director
+Independent Non-executive Director
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00386)
By Order of the Board
| |
China Petroleum & Chemical Corporation
| |
Huang Wensheng
| |
Vice President and Secretary to the Board of Directors
|
25 May 2021
*Non-executive Director
+Independent Non-executive Director
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00386)
• |
Ma Yongsheng
|
• |
Yu Baocai
|
• |
Liu Hongbin
|
• |
Ling Yiqun
|
• |
Li Yonglin
|
• |
Zhang Yuzhuo
|
• |
Zhao Dong
|
• |
Cai Hongbin
|
• |
Ng, Kar Ling Johnny
|
• |
Shi Dan
|
• |
Bi Mingjian
|
Function
|
Name
| |
Chairman
|
Zhang Yuzhuo
| |
Member
|
Ma Yongsheng
| |
Yu Baocai
| ||
Liu Hongbin
| ||
Ling Yiqun
| ||
Li Yonglin
| ||
Cai Hongbin
| ||
Shi Dan
| ||
Bi Mingjian
|
Function
|
Name
| |
Chairman
|
Bi Mingjian
| |
Member
|
Ma Yongsheng
| |
Ng, Kar Ling Johnny
|
Function
|
Name
| |
Chairman
|
Ng, Kar Ling Johnny
| |
Member
|
Cai Hongbin
| |
Shi Dan
| ||
Bi Mingjian
|
Function
|
Name
| |
Chairman
|
Shi Dan
| |
Member
|
Zhang Yuzhuo
| |
Ng, Kar Ling Johnny
|
Function
|
Name
| |
Chairman
|
Zhang Yuzhuo
| |
Member
|
Zhao Dong
| |
Li Yonglin
| ||
Cai Hongbin
|
25 May 2021
*Non-executive Director
+Independent Non-executive Director
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00386)
1. Number of shareholders and authorised proxies attending the AGM
|
131
|
of which: A shareholders
|
128
|
H shareholders
|
3
|
2. Total number of valid voting shares held by the attending shareholders or proxies
|
97,290,020,222
|
of which: A shareholders
|
83,773,973,763
|
H shareholders
|
13,516,046,459
|
3. Percentage of such voting shares of the Company held by such attending shareholders or proxies, as compared with the total shares entitling the shareholders to attend and validly vote at the AGM (%)
|
80.357684
|
of which: A shareholders
|
69.193968
|
H shareholders
|
11.163716
|
1. |
To consider and approve the Report of the Seventh Session of the Board of Directors of Sinopec Corp. (including the Report of the Board of Directors for 2020).
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,769,902,766
|
99.995685
|
3,614,897
|
0.004315
|
H Share
|
13,271,544,263
|
98.191023
|
244,502,196
|
1.808977
|
Total:
|
97,041,447,029
|
99.744970
|
248,117,093
|
0.255030
|
2. |
To consider and approve the Report of the Seventh Session of the Board of Supervisors of Sinopec Corp. (including the Report of the Board of Supervisors for 2020).
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,769,950,496
|
99.995742
|
3,567,167
|
0.004258
|
H Share
|
13,271,745,463
|
98.192511
|
244,300,996
|
1.807489
|
Total:
|
97,041,695,959
|
99.745226
|
247,868,163
|
0.254774
|
3. |
To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2020 prepared by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,769,461,096
|
99.995158
|
4,056,567
|
0.004842
|
H Share
|
13,211,653,911
|
97.747917
|
304,392,548
|
2.252083
|
Total:
|
96,981,115,007
|
99.682958
|
308,449,115
|
0.317042
|
4. |
To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2020.
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,765,692,363
|
99.990116
|
8,280,500
|
0.009884
|
H Share
|
13,436,454,163
|
99.411127
|
79,592,296
|
0.588873
|
Total:
|
97,202,146,526
|
99.909680
|
87,872,796
|
0.090320
|
5. |
To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2021.
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,765,692,363
|
99.990562
|
7,906,800
|
0.009438
|
H Share
|
13,436,528,463
|
99.411677
|
79,517,996
|
0.588323
|
Total:
|
97,202,220,826
|
99.910140
|
87,424,796
|
0.089860
|
6. |
To consider and approve the appointment of KPMG Huazhen (Special General Partnership) and KPMG as the external auditors of Sinopec Corp. for the year 2021, and to authorise the Board to determine their remunerations.
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,772,942,393
|
99.999313
|
575,270
|
0.000687
|
H Share
|
13,510,029,863
|
99.955486
|
6,016,596
|
0.044514
|
Total:
|
97,282,972,256
|
99.993224
|
6,591,866
|
0.006776
|
7. |
To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s).
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,310,447,504
|
99.447191
|
463,107,759
|
0.552809
|
H Share
|
4,875,967,971
|
36.075401
|
8,640,078,488
|
63.924599
|
Total:
|
88,186,415,475
|
90.643207
|
9,103,186,247
|
9.356793
|
8. |
To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp.
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,090,903,228
|
99.185196
|
682,590,105
|
0.814804
|
H Share
|
3,676,813,602
|
27.203322
|
9,839,232,857
|
72.796678
|
Total:
|
86,767,716,830
|
89.185042
|
10,521,822,962
|
10.814958
|
9. |
To consider and approve the service contracts for the directors of the eighth session of the Board and the supervisors of the eighth session of the Board of Supervisors of Sinopec Corp. (including the salary terms).
|
Shareholder category
|
For
|
Against
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |
A Share
|
83,772,256,493
|
99.998512
|
1,246,170
|
0.001488
|
H Share
|
13,452,154,130
|
99.527285
|
63,892,329
|
0.472715
|
Total:
|
97,224,410,623
|
99.933047
|
65,138,499
|
0.066953
|
10. |
To elect the directors of the Board (not including independent non-executive directors).
|
No.
|
Candidate
|
For
|
Against
|
Whether elected
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |||
10.01
|
Zhang Yuzhuo
|
94,182,762,775
|
96.806191
|
3,024,868,242
|
3.109125
|
Yes
|
10.02
|
Ma Yongsheng
|
94,713,902,021
|
97.352125
|
2,494,917,854
|
2.564413
|
Yes
|
10.03
|
Zhao Dong
|
96,724,859,068
|
99.419096
|
518,984,307
|
0.533440
|
Yes
|
10.04
|
Yu Baocai
|
94,478,238,500
|
97.109897
|
2,696,502,214
|
2.771612
|
Yes
|
10.05
|
Liu Hongbin
|
96,803,567,628
|
99.499997
|
439,705,662
|
0.451954
|
Yes
|
10.06
|
Ling Yiqun
|
94,485,711,098
|
97.117578
|
2,689,040,314
|
2.763943
|
Yes
|
10.07
|
Li Yonglin
|
96,839,236,430
|
99.536660
|
406,887,666
|
0.418221
|
Yes
|
11. |
To elect the independent non-executive directors of the Board.
|
No.
|
Candidate
|
For
|
Against
|
Whether elected
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |||
11.01
|
Cai Hongbin
|
97,116,489,581
|
99.821636
|
135,302,692
|
0.139072
|
Yes
|
11.02
|
Ng, Kar Ling Johnny
|
96,784,727,742
|
99.480633
|
463,739,156
|
0.476656
|
Yes
|
11.03
|
Shi Dan
|
97,245,315,172
|
99.954050
|
11,801,396
|
0.012130
|
Yes
|
11.04
|
Bi Mingjian
|
96,040,405,081
|
98.715577
|
1,178,744,593
|
1.211578
|
Yes
|
12. |
To elect the supervisors (not including employee representative supervisors).
|
No.
|
Candidate
|
For
|
Against
|
Whether elected
| ||
Number of votes
|
(%)
|
Number of votes
|
(%)
| |||
12.01
|
Zhang Shaofeng
|
97,065,639,914
|
99.769370
|
191,340,596
|
0.196670
|
Yes
|
12.02
|
Jiang Zhenying
|
95,990,224,504
|
98.663999
|
1,231,502,768
|
1.265806
|
Yes
|
12.03
|
Zhang Zhiguo
|
97,065,161,308
|
99.768878
|
191,495,196
|
0.196829
|
Yes
|
12.04
|
Yin Zhaolin
|
95,990,392,804
|
98.664172
|
1,231,330,468
|
1.265629
|
Yes
|
12.05
|
Guo Hongjin
|
96,129,162,816
|
98.806807
|
173,318,396
|
0.178146
|
Yes
|
1. |
The Resolutions passed at the AGM as signed and confirmed by all the attending Directors and the recorder with the Board's seal; and
|
2. |
The Legal Opinion as signed by the person in charge of the witness law firm with the law firm's seal.
|
By Order of the Board
| |
China Petroleum & Chemical Corporation
| |
Huang Wensheng
| |
Vice President and Secretary to the Board of Directors
|
25 May 2021
*Non-executive Director
+Independent Non-executive Director
Chapter 1
|
General Provisions
|
[1]
|
Chapter 2
|
Composition of the Nomination Committee
|
[1]
|
Chapter 3
|
Responsibilities and Duties of the Nomination Committee
|
[2]
|
Chapter 4
|
Working Mode and Procedures of the Nomination Committee
|
[5]
|
Chapter 5
|
Miscellaneous
|
[9]
|
Chapter 1 - General Provisions
| |
Article 1
|
In order to clarify the composition and duties of the Nomination Committee for Board of Directors of China Petroleum and Chemical Corporation (the 'Company') and regulate the working procedures, these Terms of References are hereby formulated in combination with the Company's practical situation in accordance with the Articles of Association of China Petroleum and Chemical Corporation and the Code of Corporate Governance for Listed Companies of China Securities Regulatory Commission and other relevant rules of the jurisdictions, both domestic and overseas, where the Company's listing takes place.
|
Article 2
|
The Nomination Committee is a special committee under the Board of Directors, reporting to the Board of Directors.
|
Chapter 2 - Composition of the Nomination Committee
| |
Article 3
|
The Nomination Committee shall consist of at least three (3) directors, and independent directors shall be in the majority. There shall be one (1) chairman of the Nomination Committee, who shall take charge of the work of the Nomination Committee. The chairman shall be an independent director designated by the Board.
The office of the Nomination Committee shall be in the Human Resources Department of the Company, which shall take charge of the relevant detailed matters of the Nomination Committee.
|
Article 4
|
The members of the Nomination Committee shall be nominated by the chairman of the Board, more than half of the independent
|
directors or more than one third of the directors, and shall be appointed by the Board.
| |
Article 5
|
The term of a member of the Nomination Committee shall be concurrent with the term of a director. If a member ceases to be a director of the Company during the term, such member shall at the meantime cease to be a member, and the Company shall make up the number in accordance with Articles 3 and 4 above, if necessary.
|
Article 6
|
A member of the Nomination Committee may apply to the Board for resignation before the term expires, and the resignation report shall make necessary explanations on the reason for resignation and the matters which require the attention of the Board of the Company. Where the number of members falls below the number required by these Terms of References, the Board shall make up the number in accordance with Articles 3 and 4 above, if necessary.
|
Article 7
|
The Nomination Committee may appoint a consulting member where necessary, who shall provide consulting opinions to the Nomination Committee as required by the Nomination Committee.
|
Chapter 3 - Responsibilities and Duties of the Nomination Committee
| |
Article 8
|
The responsibilities and duties of the Nomination Committee shall be:
1. To study and determine at least once every year the structure, size and composition (including the skills, knowledge and experience) of the Board based on the
|
Company's operation activities, asset scale and shareholding structure, and to make recommendations on any proposed changes to the Board to complement the Company's corporate strategy;
2. To study the standards and procedures for selection of directors and senior management personnel, and make suggestions to the Board; the 'senior management personnel' referred to herein means the president, senior vice president, chief financial officer, vice president, Board secretary of the Company, and other persons determined by the Company's Board;
3. To search extensively the qualified candidates from talent markets both overseas and domestic, and inside the Company, to examine the candidates for directors, president, senior vice president, chief financial officer and vice president as nominated by the president, and Board secretary as nominated by the chairman of the Board, and to make suggestions to the Board;
4. To assess the independence of independent non-executive directors;
5. To make recommendations to the Board on the appointment or reappointment of directors and succession planning for directors;
6. Other matters authorized by the Board;
|
7. Other responsibilities and duties delegated by securities supervisory authorities of the jurisdictions, both domestic and overseas, where the Company's listing takes place.
The Nomination Committee shall report to the Board, and its proposals shall be submitted to the Board for review and determination.
The costs of the Nomination Committee shall be charged under the budget of the Company. The Nomination Committee shall have the right to engage professional institutions for professional opinions during performance of their duties, with reasonable costs incurred to be borne by the Company. The Nomination Committee shall investigate into the history and background of such professional institutions engaged by it, making sure of the fairness and impartiality of the opinions formed by such professional institutions, without detriment to the interests of the Company. The institutions so engaged shall enter into a non-disclosure agreement with the Company.
The senior management personnel of the Company and the relevant authorities shall take a cooperative and supporting attitude to the Nomination Committee, and provide relevant information and active cooperation for the work of the Nomination Committee.
| |
Article 9
|
The chairman of the Nomination Committee shall perform the following responsibilities and duties:
1. To convene and preside over the meetings of the Nomination Committee;
|
2. To take charge of the day-to-day operation of the Nomination Committee;
3. To review, determine and sign the reports of the Nomination Committee and other important documents;
4. To organize the inspection of how the opinions and suggestions of the Nomination Committee adopted by the Board are implemented;
5. To report work to the Board on behalf of the Nomination Committee;
6. Other duties to be performed by the chairman of the Nomination Committee.
If the chairman of the Nomination Committee is unable or fails to perform his/her duties, more than half of the members may jointly propose a member as an independent director to take his/her place in the performance of such duties.
| |
Chapter 4 - Working Mode and Procedures of the Nomination Committee
| |
Article 10
|
The Nomination Committee has the following nomination procedures for directors and senior management personnel:
1. To communicate actively with the Company's relevant departments, examine the Company's needs for directors and senior management personnel, and formulate written materials, based on the Company's development needs;
|
2. To collect extensively the candidates for directors and senior management personnel from multiple channels, based on the needs for relevant positions;
3. To listen to the Party organization for their suggestions on the nominated candidates;
4. To collect information on the initial candidates' professions, education background, title, detailed working experience, all part time jobs, etc., and formulate written materials;
5. To ask for agreement from the candidates on the nomination of directors and senior management personnel by relevant institution or personnel, or they will not be candidates for directors and senior management personnel;
6. To hold meetings of the Nomination Committee, and examine the qualifications of the candidates, based on the conditions for taking the positions of the directors and senior management personnel;
7. To propose to the Board the suggestions on candidates and provide relevant information;
8. To follow up other work based on the decision and feedback from the Board.
| |
Article 11
|
A meeting of the Nomination Committee shall be proposed by the chairman or two or more members, and shall be convened promptly when necessary.
|
Article 12
|
The chairman of the Nomination Committee shall convene the meeting and issue the meeting notice; the meeting notice and the
|
meeting materials shall be delivered to all the members at least 5 to 10 days before the meeting. Upon unanimous consent of themembers, the above said period of notice may be waived.
| |
Article 13
|
The members of the Nomination Committee shall attend the meeting in person. Where a member is unable to attend a meeting in person for whatever reason, such member may submit a power of attorney signed by him/her, and entrust another member to attend such meeting and express his/her opinion on his/her behalf. Such power of attorney shall be submitted no later than the time of voting at the meeting. The power of attorney shall indicate the scope and duration of the delegation. Each member may accept the delegation by no more than one member.
The meeting of the Nomination Committee may invite the Company's directors, supervisors and senior management personnel to attend the meeting without voting rights when necessary.
|
Article 14
|
The meeting of the Nomination Committee shall be presided by the chairman; where the chairman is unable or fails to perform his/her duties, more than half of the members may jointly propose a member as an independent director to take his/her place in the convention of such meeting.
The meeting of the Nomination Committee may be held only if attended by more than half of all the members (including the members delegating other members to attend the meeting with a written power of attorney), on which meeting, the resolutions or opinions of the Nomination Committee shall be valid only if adopted by more than half of the members present at the meeting,
|
and the relevant resolutions and opinions shall be signed by the members present at the meeting. Each member shall have one vote, and in case of a tie vote between the affirmative and the negative, the chairman of the Nomination Committee shall have a casting vote.
| |
Article 15
|
The ways of voting at the meeting of the Nomination Committee include show of hands, ballots and telecommunication.
|
Article 16
|
When the meeting of the Nomination Committee discusses any matter in which a member is personally interested, such member shall withdraw from the meeting.
|
Article 17
|
A resolution or opinion adopted by the meeting of the Nomination Committee shall be reported to the Board in written form.
|
Article 18
|
The meeting minutes shall be prepared for a meeting of the Nomination Committee and confirmed by the members present at the meeting of the Nomination Committee by way of execution.
|
Article 19
|
The administrative body of the Nomination Committee shall be responsible for preparing and maintaining all the meeting documents and materials.
|
Article 20
|
Apart from reporting to the Board as required by these Terms of References, the members present at the meeting and other personnel attending the meeting without voting rights shall be liable to keep in confidence the matters discussed at the meeting and shall not disclose the relevant information without proper authorization.
|
Chapter 5 - Miscellaneous
| |
Article 21
|
The Nomination Committee shall be responsible for explaining these Terms of References.
|
Article 22
|
Any reference to 'more than' or 'at least' in these Terms of References shall include the number that follows; any reference to 'less than' or 'below' shall not include the number that follows.
|
Article 23
|
Where these Terms of References conflict with the laws, administrative rules, other relevant regulatory documents and regulatory rules put in force from time to time of the jurisdictions, both domestic and overseas, where the Company's listing takes place, the such laws, administrative rules, other relevant regulatorydocuments and regulatory rules of the jurisdictions, both domestic and overseas, where the Company's listing takes place, shall prevail.
|
Article 24
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The preparation of these Terms of References and the amendments hereto shall take effect upon approval by the Board of the Company.
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China Petroleum & Chemical Corporation published this content on 27 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 May 2021 12:40:01 UTC.