SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of May 2020
CHINA PETROLEUM & CHEMICAL CORPORATION
22 Chaoyangmen North Street,
Chaoyang District, Beijing, 100728
People's Republic of China
Tel: (8610) 59960114
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F | X | Form 40-F |
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes | No | X |
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A
This Form 6-K consists of:
1. an announcement regarding poll results of annual general meeting for the year 2019 of China Petroleum & Chemical Corporation (the “Registrant”); and
2. an announcement regarding list of directors and their roles and function of the Registrant;
Each made by the Registrant on May 19, 2020.
Document 1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities 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 with limited liability)
(Stock Code: 00386)
Poll Results of Annual General Meeting for the Year 2019
I. CONVENING AND ATTENDANCE OF THE AGM
China Petroleum & Chemical Corporation (“Sinopec Corp.” or the “Company”) held its annual general meeting for the year 2019 (the “AGM” or the “Meeting”) at Beijing Shengli Hotel, No. 3 Beishatan, Deshengmen Wai, Chaoyang District, Beijing, PRC on Tuesday, 19 May 2020 at 9:00 a.m.
1. Number of shareholders and authorised proxies attending the AGM | 135 | |
of which: | A shareholders | 132 |
H shareholders | 3 | |
2. Total number of valid voting shares held by the attending shareholders or proxies | 96,666,311,243 | |
of which: | A shareholders | 83,861,202,730 |
H shareholders | 12,805,108,513 | |
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 (%) | 79.842525 | |
of which: | A shareholders | 69.266015 |
H shareholders | 10.576510 |
As at the registration date (i.e. at the close of business on 17 April 2020), the total number of shares issued by Sinopec Corp. was 121,071,209,646 shares. The total number of shares entitling the shareholders to attend and vote on the resolutions at the AGM was 121,071,209,646 shares. The shareholders of the Company did not hold any shares that
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entitling the shareholder to attend and abstain from voting in favour or that are required to abstain from voting. Nor had any shareholders of the Company stated their intention in the circular of Sinopec Corp. dated 29 March 2020 or the supplemental circular of Sinopec Corp. dated 23 April 2020 to vote against any resolution or to abstain from voting at the AGM.
The AGM was convened by the board of directors of Sinopec Corp. (the “Board”). Mr. Zhang Yuzhuo, Chairman of the Board, chaired the AGM. The Company currently has 9 Directors as at the time of the AGM. Mr. Zhang Yuzhuo, as Chairman of the Board, Mr. Ma Yongsheng, Mr. Yu Baocai, as Directors, attended the AGM. Due to the necessity for downsizing the group gathering during Covid-19, Mr. Ling Yiqun, Mr. Li Yong, as Directors, Mr. Tang Min, Mr. Fan Gang, Mr. Cai Hongbin and Mr. Ng, Kar Ling Johnny, as Independent Non-executive Directors did not attend the AGM. The Company currently has 8 Supervisors as at the time of the AGM. Mr. Zhao Dong, Chairman of the Board of Supervisors of Sinopec Corp., Mr. Jiang Zhenying, as Supervisor, attended the AGM. Due to the necessity for downsizing the group gathering during Covid-19, Mr. Sun Huanquan, Mr. Yu Renming, Mr. Li Defang, as Employees’ Representative Supervisors, Mr. Yang Changjiang, Mr. Zhang Baolong and Mr. Zou Huiping, as Supervisors, did not attend the AGM. Ms. Shou Donghua, as Chief Financial Officer was present at the AGM. Mr. Huang Wensheng, Vice President and the Secretary to the Board attended the AGM. The convening of and the procedures for holding the AGM, and the voting procedures at the AGM were in compliance with the requirements of the Company Law of the People’s Republic of China (“PRC”) and the articles of association of Sinopec Corp. (the “Articles of Association”).
II. POLL RESULTS OF THE AGM
Ordinary Resolutions:
1. | To consider and approve the Report of the Board of Directors of Sinopec Corp. for 2019. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,858,829,233 | 99.998287 | 1,436,600 | 0.001713 |
H Share | 12,763,826,088 | 99.784951 | 27,507,625 | 0.215049 |
Total | 96,622,655,321 | 99.970053 | 28,944,225 | 0.029947 |
2. | To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for 2019. |
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Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,858,821,333 | 99.998277 | 1,444,500 | 0.001723 |
H Share | 12,763,805,888 | 99.784793 | 27,527,825 | 0.215207 |
Total | 96,622,627,221 | 99.970024 | 28,972,325 | 0.029976 |
3. | To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2019 prepared by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,858,849,633 | 99.998312 | 1,415,800 | 0.001688 |
H Share | 12,764,144,188 | 99.787438 | 27,189,525 | 0.212562 |
Total | 96,622,993,821 | 99.970404 | 28,605,325 | 0.029596 |
4. | To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2019. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,860,457,330 | 99.999282 | 601,800 | 0.000718 |
H Share | 12,802,877,453 | 99.982577 | 2,231,060 | 0.017423 |
Total | 96,663,334,783 | 99.997069 | 2,832,860 | 0.002931 |
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5. | To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2020. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,860,456,330 | 99.999281 | 602,800 | 0.000719 |
H Share | 12,802,547,553 | 99.980000 | 2,560,960 | 0.020000 |
Total | 96,663,003,883 | 99.996727 | 3,163,760 | 0.003273 |
6. | To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external auditors of Sinopec Corp. for the year 2020, and to authorise the Board to determine their remunerations. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,855,786,744 | 99.993547 | 5,411,786 | 0.006453 |
H Share | 12,686,412,498 | 99.073212 | 118,676,015 | 0.926788 |
Total | 96,542,199,242 | 99.871633 | 124,087,801 | 0.128367 |
Special Resolutions:
7. | To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s). |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,675,425,968 | 99.781179 | 183,501,262 | 0.218821 |
H Share | 3,031,868,965 | 27.684493 | 7,919,637,124 | 72.315507 |
Total | 86,707,294,933 | 91.453326 | 8,103,138,386 | 8.546674 |
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8. | To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,619,908,321 | 99.714816 | 239,152,709 | 0.285184 |
H Share | 2,392,181,069 | 21.842652 | 8,559,699,020 | 78.157348 |
Total | 86,012,089,390 | 90.719582 | 8,798,851,729 | 9.280418 |
Ordinary Resolutions:
9. | To elect Mr. Liu Hongbin as an executive director of the seventh session of the board of directors of the Company. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,848,891,400 | 99.985576 | 12,096,230 | 0.014424 |
H Share | 12,230,909,336 | 95.515859 | 574,199,177 | 4.484141 |
Total | 96,079,800,736 | 99.393484 | 586,295,407 | 0.606516 |
10. | To consider and approve the provision of external guarantees. |
Results: Approved
Voting details:
Shareholder category | For | Against | ||
Number of votes | (%) | Number of votes | (%) | |
A Share | 83,842,786,114 | 99.978208 | 18,274,716 | 0.021792 |
H Share | 12,035,736,425 | 94.023034 | 765,101,688 | 5.976966 |
Total | 95,878,522,539 | 99.189571 | 783,376,404 | 0.810429 |
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III. WITNESS BY LAWYERS
Mr. Gao Wei and Ms. Xu Min from Haiwen & Partners, the PRC Legal Counsel of Sinopec Corp., issued a legal opinion (the “Legal Opinion”) confirming that the convening of and the procedures for holding the AGM, the eligibility of the convenor of the AGM, the eligibility of the shareholders (or their proxies) attending the AGM and the voting procedures at the AGM were in compliance with the requirements of relevant laws and the Articles of Association and the voting results at the AGM were valid.
In accordance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Hong Kong Registrars Limited, the H share registrar of Sinopec Corp., was appointed as the scrutineer in respect of the voting at the AGM.
IV. DOCUMENTS FOR INSPECTION
1. | The Resolutions passed at the AGM as signed and confirmed by all the attending Directors and the recorder with the Board’s seal; |
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, Secretary to the Board |
Beijing, PRC
19 May 2020
As of the date of this announcement, directors of the Company are: Zhang Yuzhuo*, Ma Yongsheng#, Yu Baocai*, Liu Hongbin#, Ling Yiqun#, Li Yong*, Tang Min+, Fan Gang+, Cai Hongbin+, Ng, Kar Ling Johnny+
# Executive Director
* Non-executive Director
+ Independent Non-executive Director
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Document 2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities 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 with limited liability)
(Stock Code: 00386)
List of Directors and their Roles and Function
The members of the board of directors (the “Board”) of China Petroleum & Chemical Corporation are set out below.
Executive Directors
• | Ma Yongsheng |
• | Liu Hongbin |
• | Ling Yiqun |
Non–Executive Directors
• | Zhang Yuzhuo |
• | Yu Baocai |
• | Li Yong |
Independent Non–Executive Directors
• | Tang Min |
• | Fan Gang |
• | Cai Hongbin |
• | Ng, Kar Ling Johnny |
There are five Board committees. The table below provides membership information of these committees on which each Board member serves.
Strategy Committee
Function | Name |
Chairman | Zhang Yuzhuo |
Member | Ma Yongsheng |
Ling Yiqun | |
Fan Gang | |
Cai Hongbin |
Audit Committee
Function | Name |
Chairman | Ng, Kar Ling Johnny |
Member | Tang Min |
Cai Hongbin |
Remuneration and Appraisal Committee
Function | Name |
Chairman | Fan Gang |
Member | Ma Yongsheng |
Ng, Kar Ling Johnny |
Nomination Committee
Function | Name |
Chairman | Zhang Yuzhuo |
Member | Tang Min |
Ng, Kar Ling Johnny |
Social Responsibility Management Committee
Function | Name |
Chairman | Zhang Yuzhuo |
Member | Tang Min |
Fan Gang |
Beijing, 19 May 2020
As of the date of this announcement, directors of the Company are: Zhang Yuzhuo*, Ma Yongsheng #, Yu Baocai*, Liu Hongbin #, Ling Yiqun#, Li Yong*, Tang Min+, Fan Gang+, Cai Hongbin+, Ng, Kar Ling Johnny+
# Executive Director
* Non-executive Director
+ Independent Non-executive Director
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
China Petroleum & Chemical Corporation
By: /s/ Huang Wensheng
Name: Huang Wensheng
Title: Vice President and Secretary to the Board of Directors
Date: May 20, 2020