Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes 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.
Sinopec Oilfield Service Corporation
(a joint stock limited company established in the People's Republic of China)
(Stock code: 1033)
ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE FIRST
EXTRAORDINARY GENERAL MEETING FOR 2019
The board of directors of the Company 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 Notes:
- There was no rejection or amendment to the resolutions;
- There was no amendment to resolutions duly passed at the previous general meeting.
- Convening and Attendance of the Meeting
The first extraordinary general meeting for 2019 (the "EGM" or the "Meeting") of Sinopec Oilfield Service Corporation (the "Company") was held on 6 November 2019 at 9:00 a.m. at Meeting Room 6, the Third Floor of Kun Tai Royal Hotel B12 Chaowai Street, Chaoyang District, Beijing, the People's Republic of China (the "PRC"). An on-line voting platform was provided to the Company's A shareholders at the EGM.
As at the share registration date (8 October 2019), a total of 18,984,340,033 shares of the Company entitled the shareholders to attend and vote in favor or against the resolutions at the EGM. Pursuant to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, China Petrochemical Corporation and its associates were required to, and did, abstain from voting in respect of the resolutions
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in relation to connected transactions (i.e. ordinary and non-cumulative voting resolutions 1 and 2) at the EGM. As at the share registration date, China Petrochemical Corporation and its associates hold in aggregate 13,323,683,351 shares of the Company, which represents 70.18% of total shares of the Company. Accordingly, the total number of the shares of the Company entitling the Independent Shareholders to attend and vote for or against such resolution at the EGM was 5,660,656,682 shares. No Shareholder who was entitled to attend the EGM was required to vote only against any resolutions at the EGM. The attendance of the EGM:
1. Numbers of shareholders and authorized proxies attending the | ||
EGM | 10 | |
including: | number of A Shareholders | 9 |
number of H Shareholders | 1 | |
2. Total number of shares with voting rights held by the attending | ||
shareholders or proxies (Shares) | 12,039,314,018 | |
including: | total number of A shares | 11,779,563,714 |
total number of H shares | 259,750,304 | |
3. Percentage of shares with voting rights held by the attending | ||
shareholders or proxies against the total issued shares of the | ||
Company with voting rights (%) | 63.42 | |
including: | percentage of A shares | 62.05 |
percentage of H shares | 1.37 | |
The EGM was convened by the board of the directors of the Company (the "Board") and Mr. Liu Zhongyun, Chairman of the Company, presided over the Meeting. The Board has eleven directors, seven of whom attended the Meeting. Mr. Liu Zhongyun, Chairman of the Company, Mr. Chen Xikun, Vice Chairman of the Company, Mr. Fan Zhonghai, director of the Company, Ms. Jiang Bo, Mr. Pan Ying, Mr. Chen Weidong, Mr. Dong Xiucheng, independent directors of the Company, attended the Meeting. Mr. Yuan Jianqiang, Mr. Lu Baoping, Mr. Wei Ran and Mr. Xiao Yi, directors of the Company, were absent from the Meeting due to business arrangements. The Supervisory Committee of the Company has seven supervisors, three of whom attended the Meeting. Mr. Li Wei, Chairman of Supervisory Committee of the Company, Mr. Du Jiangbo and Ms. Zhang Qin, attended the Meeting. Mr. Zhai Yalin, Mr. Zhang Jiangbo, Mr Zhang Hongshan and Mr. Chen Weiguo, supervisors of the Company, were absent from the Meeting due to business engagements. Mr. Zhang Jinhong, deputy general managers of the Company, and Mr. Li Honghai, secretary to the Board, attended the Meeting. The procedures of convening and holding of the EGM, and the voting procedures at the EGM complied with the relevant regulations
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of the Company Law of the People's Republic of China and the articles of association of the Company ("Articles of Association").
II. Voting Results of Resolutions
The following resolutions were considered and approved at the EGM by way of poll and online voting. Resolutions 1 to 2 were considered and passed by way of ordinary and non-cumulative voting resolutions. Resolution 3 was considered and passed by way of special and non-cumulative voting resolutions.
Voting results of resolutions are as follows (the percentages of shares voted in favor or against in the table below refers to the proportion of shares voted in favor or against by the shareholders (or their proxies) accounting for the total voting shares held by the shareholders (or their proxies) attending the EGM (i.e. shares voted in favor + shares voted against)):
1. To consider and approve the resolution in relation to the provision of counter-guarantee to China Petrochemical Corporation.
Result: approved Voting details:
Type of the | Voted in Favor | Voted Against | ||
Votes | Percentage | Votes | Percentage | |
shareholders | ||||
(Shares) | (%) | (Shares) | (%) | |
A Share | 1,050,360,300 | 99.876 | 1,304,150 | 0.124 |
H Share | 248,268,773 | 95.580 | 11,481,531 | 4.420 |
Total | 1,298,629,073 | 99.025 | 12,785,681 | 0.975 |
2. To consider and approve the resolution in relation to the fulfillment of undertakings related to the Exploration IV Drill Rig by lease.
Result: approved Voting details:
Type of the | Voted in Favor | Voted Against | ||
Votes | Percentage | Votes | Percentage | |
shareholders | ||||
(Shares) | (%) | (Shares) | (%) | |
A Share | 1,051,666,650 | 99.9999 | 700 | 0.0001 |
H Share | 259,750,304 | 100.00 | 0 | 0.00 |
Total | 1,311,416,954 | 99.9999 | 700 | 0.0001 |
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3. To consider and approve the resolution in relation to the amendments to Articles of Association and its relevant appendices.
Type of the | Voted in Favor | Voted Against | ||
Votes | Percentage | Votes | Percentage | |
shareholders | ||||
(Shares) | (%) | (Shares) | (%) | |
A Share | 11,779,560,114 | 99.9999 | 3,600 | 0.0001 |
H Share | 259,750,304 | 100.00 | 0 | 0.00 |
Total | 12,039,310,418 | 99.9999 | 3,600 | 0.0001 |
Poll results of resolutions by medium and small investors of A shares are as follows (herein the percentages in the table below refer to the percentage of votes in total issued shares with voting rights held by medium and small investors (or their proxies) of A shares attending the EGM (i.e. shares voted in favor + shares voted against)):
No. | Resolutions | Voted in Favor | Voted Against | |||
Votes | Percentage | Votes | Percenta | |||
(Shares) | (%) | (Shares) | ge | |||
(%) | ||||||
1. | To consider and approve the | 15,360, | 92.174 | 1,304,15 | 7.826 | |
resolution in relation to the | 300 | 0 | ||||
provision | of | |||||
counter-guarantee to China | ||||||
Petrochemical Corporation | ||||||
2. | To consider and approve the | 16,666, | 99.996 | 700 | 0.004 | |
resolution in relation to the | 650 | |||||
fulfillment of | undertakings | |||||
related to the Exploration IV | ||||||
Drill Rig by lease | ||||||
3 | To consider and approve the | 16,663, | 99.978 | 3,600 | 0.022 | |
resolution in relation to the | 750 | |||||
amendments to Articles of | ||||||
Association and its relevant | ||||||
appendices |
The above resolutions were considered and approved at EGM. The Company had appointed its international auditor Grant Thornton Hong Kong Limited as the scrutineer of the Meeting to monitor the whole counting procedures of the votes. The Company has complied with the voting instructions stipulated by HKSCC Nominees Limited.
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III. Lawyer's certification
As certified by and stated in the legal opinion (the "Legal Opinion") issued by Mr. Gao Wei and Ms. Pei Jin of the Company's legal advisors as to the PRC law, Haiwen
- Partners (Beijing office), "the procedures of convening of and holding the EGM, the voting procedures at the EGM, the qualification of the convener, and the eligibility of shareholders or proxies attending the EGM were in compliance with the provisions of the relevant laws and the Articles of Association. As a result, the voting results of the EGM are legally valid".
IV. Documents available for inspection
- Resolutions passed at the EGM signed by directors of the Company and secretary of the Board with the Company's seal affixed thereon; and
- The Legal Opinion.
By Order of the Board
Li Honghai
Secretary to the Board
Beijing, PRC, 6 November 2019
As at the date of this announcement, the Board of Directors comprises Mr. Liu Zhongyun+, Mr. Chen Xikun#, Mr. Yuan Jianqiang#, Mr. Lu Baoping+, Mr. Fan Zhonghai+, Mr. Wei Ran+, Mr. Xiao Yi+, Ms. Jiang Bo*, Mr. Pan Ying*, Mr. Chen Weidong* and Mr. Dong Xiucheng*.
-
Non-ExecutiveDirector
# Executive Director
* Independent Non-Executive Director
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Sinopec Oilfield Service Corp. published this content on 06 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 November 2019 09:04:05 UTC