SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386)

Transcription

1 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. ( ) SINOPEC Engineering (Group) Co., Ltd. * (a joint stock limited liability company incorporated in the People s Republic of China) (Stock Code: 2386) RESIGNATION OF DIRECTORS AND SUPERVISORS AND APPOINTMENT OF NEW DIRECTORS AND SUPERVISORS Reference is made to the circular (the Circular ) of SINOPEC Engineering (Group) Co., Ltd. (the Company ) dated 21 November In this announcement, unless the context otherwise requires, the capitalised terms used herein shall have the same meanings as defined in the Circular. Resignation of Directors The board of directors (the Board ) of the Company announces that Mr. CAI Xiyou has resigned as a non-executive Director and the chairman of the Board and Mr. LEI Dianwu, Mr. LING Yiqun and Mr. CHANG Zhenyong have resigned as non-executive Directors in consideration of their job adjustments. Mr. CAI Xiyou ceased to serve as the chairman of the nomination committee of the Board. Mr. LEI Dianwu, Mr. LING Yiqun and Mr. CHANG Zhenyong also ceased to serve as the members of the strategy and development committee of the Board. Each of Mr. CAI Xiyou, Mr. LEI Dianwu, Mr. LING Yiqun and Mr. CHANG Zhenyong has confirmed that he does not have any disagreement with the Board or the Company and there is no matter relating to their resignations that needs to be brought to the attention of the Company s shareholders (the Shareholders ). Mr. CAI Xiyou, Mr. LEI Dianwu, Mr. LING Yiqun and Mr. CHANG Zhenyong were diligent and responsible during their tenures of directorship. The Board would like to take this opportunity to express its gratitude to them for their hard work and contribution to the Company. * For identification purposes only 1

2 Appointment of New Directors The Shareholders considered and approved the proposed appointment of Mr. ZHANG Jianhua as a non-executive Director and Mr. LU Dong as an executive Director by way of ordinary resolutions at the first extraordinary general meeting for the year 2015 of the Company (the EGM ) held on 12 January For details, please refer to the Circular and the Company s announcement entitled Announcement of Resolutions passed at the First Extraordinary General Meeting for Year 2015 dated 13 January 2015 (the Resolutions Announcement ). In addition, according to the relevant rules of the Company Law of the People s Republic of China, Ms. SUN Lili and Mr. WU Derong were formally appointed by the Company as executive Directors (employee representative Directors) on 12 January Mr. ZHANG Jianhua will not receive any remuneration for serving as a non-executive Director. Mr. LU Dong is entitled to receive the remuneration determined by shareholders from time to time for serving as executive Directors. Ms. SUN Lili and Mr. WU Derong will not receive any remuneration for serving as executive Directors (employee representative Directors). The term of office of each of Mr. ZHANG Jianhua, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong will commence from the date of appointment and end on the expiry of the term of the First Session of the Board. Biographical details of each of Mr. ZHANG Jianhu, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong are set out in the Appendix to this announcement. As at the date of this announcement, save as disclosed above, none of Mr. ZHANG Jianhua, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong served as a director in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and had any relationship with any Director, Supervisor, senior management member or substantial shareholder (as defined in the Hong Kong Listing Rules) of the Company. As at the date of this announcement, none of Mr. ZHANG Jianhua, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong had any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. None of Mr. ZHANG Jianhua, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong has ever been penalised by any securities regulatory authorities or any other relevant authorities. Save as disclosed above, the Board is not aware of other matter in relation to Mr. ZHANG Jianhua, Mr. LU Dong, Ms. SUN Lili and Mr. WU Derong being appointed as Directors that needs to be brought to the attention of the Shareholders, or other information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules. 2

3 Resignation of Supervisors The board of supervisors (the Board of Supervisors ) of the Company announces that Mr. ZHANG Jixing, Mr. ZOU Huiping, Mr. GENG Limin, Mr. ZHU Jinbao, Mr. WANG Renli and Mr. WANG Yuejie have resigned as supervisors of the Company (the Supervisors ) in consideration of their job adjustments. Each of Mr. ZHANG Jixing, Mr. ZOU Huiping, Mr. GENG Limin, Mr. ZHU Jinbao, Mr. WANG Renli and Mr. WANG Yuejie has confirmed that he does not have any disagreement with the Board of Supervisors or the Company and there is no matter relating to their resignations that needs to be brought to the attention of the Shareholders. Mr. ZHANG Jixing, Mr. ZOU Huiping, Mr. GENG Limin, Mr. ZHU Jinbao, Mr. WANG Renli and Mr. WANG Yuejie were diligent and responsible during their tenures of supervisorship. The Board of Supervisors would like to take this opportunity to express its gratitude to them for their hard work and contribution to the Company. Appointment of New Supervisors The Shareholders considered and approved the proposed appointments of Mr. ZHOU Yingguan, Mr. FAN Jixian and Mr. WANG Guoliang as non-employee representative Supervisors by way of ordinary resolutions at the EGM. For details, please refer to the Circular and the Resolutions Announcement. In addition, according to the relevant rules of the Company Law of the People s Republic of China, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun were formally appointed by the Company as employee representative Supervisors on 12 January Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun will not receive any remuneration for serving as Supervisors. Their term of office will commence from the date of appointment and end on the expiry of the term of the First Session of the Board of Supervisors. 3

4 Biographical details of each of Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun are set out in the Appendix to this announcement. As at the date of this announcement, save as disclosed above, none of Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun served as a director in other listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and had any relationship with any Director, Supervisor, senior management member or substantial shareholder (as defined in the Hong Kong Listing Rules) of the Company. As at the date of this announcement, none of Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun had any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. None of Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun has ever been penalised by any securities regulatory authorities or any other relevant authorities. Save as disclosed above, the Board is not aware of other matters in relation to Mr. ZHOU Yingguan, Mr. FAN Jixian, Mr. WANG Guoliang, Mr. ZHU Fei, Mr. JIANG Dejun and Mr. XU Yijun being appointed as Supervisors that needs to be brought to the attention of the Shareholders, or other information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Hong Kong Listing Rules. Beijing, PRC 13 January 2015 By Order of the Board SINOPEC Engineering (Group) Co., Ltd. SANG Jinghua Vice President, Secretary to the Board and Company Secretary As at the date of this announcement, the executive Directors are LU Dong, YAN Shaochun, SUN Lili (employee representative Director) and WU Derong (employee representative Director); the non-executive Directors are ZHANG Jianhua and LI Guoqing; and the independent non-executive Directors are HUI Chiu Chung, Stephen, JIN Yong and YE Zheng. 4

5 Biographical details of new Directors Mr. ZHANG Jianhua Appendix Mr. ZHANG Jianhua ( ), aged 50, a director and senior vice president of China Petroleum & Chemical Corporation ( ) and the chairman of the board of directors of Sinopec (Hong Kong) Limited ( ). Mr. ZHANG is a senior engineer at the professor level with a doctoral degree. From July 1986 to November 1992, he worked at the Refinery of Shanghai Gaoqiao Petrochemical Company ( ). From November 1992 to February 1994, he worked as the deputy head of the Comprehensive Planning Division of the Refinery of Shanghai Gaoqiao Petrochemical Company ( ). From February 1994 to January 1996, he was the head of the Comprehensive Planning Division of the Refinery of Shanghai Gaoqiao Petrochemical Company. From November 1994 to May 1995, he was the deputy chief economist of the Refinery of Shanghai Gaoqiao Petrochemical Company. From May 1995 to April 1999, he was the chief economist of the Refinery of Shanghai Gaoqiao Petrochemical Company. From April 1999 to September 2001, he was deputy manager of Shanghai Gaoqiao Petrochemical Company ( ). From February 2000 to September 2000, he served as deputy manager of Sinopec Shanghai Gaoqiao Company ( ). From September 2000 to June 2003, he was the manager of Sinopec Shanghai Gaoqiao Company. From April 2003 to March 2005, he was the vice president of China Petroleum & Chemical Corporation. From November 2003 to November 2005, he served as the director of the Production and Operation Management Department of China Petroleum & Chemical Corporation ( ) concurrently. Since March 2005, he has been the senior vice president of China Petroleum & Chemical Corporation. Since May 2006, he has been a director of China Petroleum & Chemical Corporation. Since June 2007, he has been the chairman of the board of directors of Sinopec (Hong Kong) Limited concurrently. 5

6 Mr. LU Dong Mr. LU Dong ( ), aged 51, is a senior engineer at the professor level with a bachelor degree. From July 1983 to August 1992, he worked at the Glycol Workshop of the Alkene Factory of Yangzi Petrochemical Company ( ). From August 1992 to January 1998, he served as the deputy head of the Alkene Factory of Yangzi Petrochemical Company ( ). From January 1998 to July 1998, he was the head of the Refinery of Yangzi Petrochemical Company. From July 1998 to January 2000, he worked as the head of the Refinery of Yangzi Petrochemical Co., Ltd. ( ). From January 2000 to March 2004, he was the vice president of Yangzi Petrochemical Limited Liability Company ( ). From March 2003 to July 2004, he worked as the deputy director of Chemical Department of China Petroleum and Chemical Corporation ( ). From July 2004 to December 2007, he served as the president of Fujian Petrochemical Company Limited ( ). From July 2004 to October 2014, he was a director of Fujian Petrochemical Company Limited. From December 2005 to October 2014, he worked as the chairman of the board of directors of Fujian Petrochemical Company Limited. From February 2007 to October 2014, he served as the chairman of the board of directors of and president of Fujian Refining & Petrochemical Company Limited ( ). Ms. SUN Lili Ms. SUN Lili ( ), aged 53.is an executive director and president of SINOPEC Engineering Incorporation ( ). Ms. SUN is a senior engineer at the professor level with a bachelor diploma. From August 1983 to September 1997, Ms. Sun worked at the Processes Department of SINOPEC Beijing Design Institute ( ). From September 1997 to July 1999, she served as the deputy chief engineer of SINOPEC Beijing Design Institute, and from May 1999 to July 1999, she also served as the acting director of the Processes Department of SINOPEC Beijing Design Institute. From July 1999 to July 2000, she served as the acting director of the Refinery Processes Department of SINOPEC Engineering Incorporation concurrently, and from July 1999 to June 2004, she also served as the deputy chief engineer of SINOPEC Engineering Incorporation. She has served as the deputy director of the Technology Committee of SINOPEC Engineering Incorporation since April From January 2003 to June 2004, she served as the assistant to the president of SINOPEC Engineering Incorporation. From June 2004 to April 2012, she served as the vice president of SINOPEC Engineering Incorporation. From January 2006 to May 2008, she served as the vice president of SINOPEC 6

7 International Petroleum Exploration and Development Co., Ltd. ( ). Since September 2011, she has served as a member of the Project Supervision and Management Committee of Saudi Yanbu Refinery Joint Venture ( ). Since December 2011, she has served as the president of Saudi Yanbu Refinery Project and the director of Saudi Yanbu Refinery Joint Venture. From April 2012 to November 2013, she served as the vice president of SINOPEC Engineering Incorporation. From November 2013 to November 2014, she has served as the executive director and president of SINOPEC Engineering Incorporation. From November 2013 to November 2014, she served as the vice president of SINOPEC Engineering (Group) Co., Ltd. Mr. WU Derong Mr. WU Derong ( ), aged 54, is the chairman of the board and president of SINOPEC Shanghai Engineering Co., Ltd. ( ). Mr. WU is a senior engineer at the professor level with a bachelor diploma. From August 1982 to March 1996, he worked at Shanghai Pharmaceutical Designing Institute ( ). From March 1996 to February 1998, he served as the assistant to the dean of Shanghai Pharmaceutical Designing Institute, and successively as the director of the Third Office and the director of the Design Division concurrently. From February 1998 to December 2000, he worked as the deputy dean of Shanghai Pharmaceutical Designing Institute, and successively as the director of the Design Division of and director of the Project Division concurrently. From December 2000 to December 2001, he worked as the deputy dean of and the director of Project Division of Sinopec Group Shanghai Pharmaceutical Industry Design Institute ( ). From December 2001 to January 2003, he worked as the deputy dean of Sinopec Group Shanghai Pharmaceutical Industry Design Institute. From January 2003 to October 2006, he served as the vice president of Sinopec Group Shanghai Engineering Co., Ltd. ( ). From October 2006 to April 2012, he worked as the chairman of the board and the president of Sinopec Group Shanghai Engineering Co., Ltd. Mr. WU has been the chairman of the board and the president of Sinopec Shanghai Engineering Co., Ltd. since April 2012 and a vice president of SINOPEC Engineering (Group) Co., Ltd. from August 2012 to November

8 Biographical details of new Supervisors Mr. ZHOU Yingguan Mr. ZHOU Yingguan ( ), aged 46, is a vice president of Sinopec Nanjing Engineering Co., Ltd. ( ). Mr. ZHOU is a senior engineer with a bachelor degree. From August 1991 to March 1995, he worked at the China Petrochemical Head Corporation Second Construction Company ( ). From March 1995 to March 1999, he served as the deputy director of the Manager s Office of the China Petrochemical Head Corporation Second Construction Company ( ). From March 1999 to March 2001, he was the deputy manager of the First Engineering Company of Sinopec Group Second Construction Company ( ). From March 2001 to May 2002, he worked as the head of the Equipment Manufacturing Factory of Sinopec Group Second Construction Company ( ). From May 2002 to March 2004, he was the manager of the Second Engineering Company of Sinopec Group Second Construction Company ( ). From March 2004 to December 2008, he worked as the deputy manager of the Sinopec Group Second Construction Company ( ). From December 2008 to July 2010, he served as the vice president of Sinopec Group Second Construction Company. From July 2010 to April 2012, he was the vice president of Sinopec Group Nanjing Engineering Co., Ltd. ( ). Since April 2012, he has been the vice president of Sinopec Nanjing Engineering Co., Ltd. Mr. FAN Jixian Mr. FAN Jixian ( ), aged 53, is an executive director and president of Sinopec Tenth Construction Co., Ltd. ( ). Mr. FAN is a senior engineer with a master degree. From August 1983 to February 1992, he worked at Sinopec Tenth Construction Company. From February 1992 to December 1992, he served as the deputy manager of the Installation Corporation of Sinopec Tenth Construction Company ( ). From December 1992 to January 1999, he was the deputy manager of the First Installation Corporation of Sinopec Tenth Construction Company ( ). From January 1999 to August 1999, he was the manager of the First Installation Corporation of Sinopec Tenth Construction Company. From August 1999 to March 2001, he served as the manager of Southern Branch Corporation of Sinopec Group Tenth Construction Company ( ). From March 2001 to October 2006, he was the deputy manager of Sinopec Group Tenth 8

9 Construction Company ( ). From October 2006 to December 2008, he worked as the manager of Sinopec Group Tenth Construction Company. From December 2008 to April 2012, he worked as the president of Sinopec Group Tenth Construction Company. Since April 2012, he has been an executive director and president of Sinopec Tenth Construction Co., Ltd. From August 2012 to November 2014, he has been a vice president of the SINOPEC Engineering (Group) Co., Ltd. ( ). Mr. WANG Guoliang Mr. WANG Guoliang ( ), aged 54, is a secretary of the party committee and a vice president of each of Luoyang Petrochemical Engineering Corporation (LPEC)/SINOPEC ( ) and Guangzhou Petrochemical Engineering Corporation (GPEC)/SINOPEC ( ). Mr. WANG is a senior engineer at the professor level with a doctoral degree. From July 1983 to March 1994, he worked at Refinery of Luoyang Petrochemical Company ( ). From March 1994 to October 1996, he worked as the deputy head of Refinery of Luoyang Petrochemical Company. From October 1996 to September 1997, he served as the head of Refinery of Luoyang Petrochemical Company. From September 1997 to November 2001, he worked as the deputy manager of China Petrochemical Luoyang ( ). From November 2001 to May 2003, he was the secretary of the CPC Committee of Sinopec Group Luoyang Petrochemical Engineering Corporation ( ). From May 2003 to December 2008, he was the deputy manager of Sinopec Group Luoyang Petrochemical Engineering Corporation. From December 2008 to April 2012, he was the vice president of Sinopec Group Luoyang Petrochemical Engineering Corporation. From April 2012 to September 2012, he was the vice president of Luoyang Petrochemical Engineering Corporation (LPEC)/SINOPEC and Guangzhou Petrochemical Engineering Corporation (GPEC)/SINOPEC. From September 2012 to October 2014, he was an executive director and president of each of Luoyang Petrochemical Engineering Corporation (LPEC)/SINOPEC and Guangzhou Petrochemical Engineering Corporation (GPEC)/SINOPEC. From January 2013 to November 2014, he has been the vice president of the SINOPEC Engineering (Group) Co., Ltd. ( ( ) ). Since October 2014, he has been the vice president and secretary of the party committee of each of Luoyang Petrochemical Engineering Corporation (LPEC)/SINOPEC and Guangzhou Petrochemical Engineering Corporation (GPEC)/SINOPEC. 9

10 Mr. ZHU Wen Mr. ZHU Wen ( ), aged 50, is the secretary of the CPC Committee and vice president of Sinopec Fourth Construction Co., Ltd. Mr. ZHU is a senior engineer with a bachelor diploma. From August 1988 to February 1996, he worked at the Processes Department of Beijing Design Institute ( ). From February 1996 to April 1997, he served as the deputy director of the Processes and Installation Department of Beijing Design Institute ( ). From April 1997 to October 1998, he served as the director of the Processes and Installation Department of Beijing Design Institute. From October 1998 to July 1999, he was the deputy head of Beijing Design Institute. From July 1999 to December 1999, he worked as the deputy director of SEI-BDI Design and Implementation Center (SEI-BDI ). From December 1999 to December 2002, he worked as the director of the Administrative Department of Sinopec Engineering Incorporation ( ). From December 2002 to April 2012, he worked as the vice president of Sinopec Engineering Incorporation. From April 2012 to October 2014, he was the vice president of Sinopec Engineering Incorporation. Since October 2014, he has been the secretary of the CPC Committee and vice president of Sinopec Fourth Construction Co., Ltd. Mr. JIANG Dejun Mr. JIANG Dejun ( ), aged 49, is the secretary of the CPC Committee and vice president of Sinopec Fifth Construction Co., Ltd. Mr. JIANG is a senior engineer at the professor level with a bachelor diploma. From July 1989 to April 1998, he worked at the Processes System Department of Lanzhou Design Institute ( ). From April 1998 to July 2000, he was the deputy director of the Processes System Department of Lanzhou Design Institute. From July 2000 and November 2001, he was the director of the Processes System Department of Lanzhou Design Institute of Sinopec Engineering Incorporation ( ). From November 2001 to September 2003, he was the deputy head of Lanzhou Design Institute of Sinopec Engineering and Design Incorporation ( ). From September 2003 to June 2007, he was the director and vice president of Ningbo Engineering Co., Ltd. ( ). From June 2007 to December 2008, he was the deputy manager of SINOPEC Engineering Co., Ltd. ( ). From December 2008 to September 2012, he was the vice president of SINOPEC Engineering Co., Ltd. Since September 2012, he has been the secretary of the CPC Committee of Sinopec Fifth Construction Co., Ltd. 10

11 Mr. XU Yijun Mr. XU Yijun ( ), aged 51, is the secretary of the CPC Committee and vice president of Sinopec Ningbo Engineering Co., Ltd. ( ). Mr. XU is a senior economist at the professor level with a bachelor diploma. From August 1983 to February 1984, he worked as a trainee at the Third Engineering Company of the Ministry of Oil ( ). From February 1984 to October 1989, he worked at the Third Construction Company ( ). From October 1989 to February 1992, he was the deputy director of the CPC Committee Office of the Third Construction Company. From February 1992 to July 1993, he served as the deputy secretary of the CPC Committee and the secretary of the Commission for Discipline Inspection of Machinery Factory of the Third Construction Company ( ). From July 1993 to November 1993, he was the deputy director of the Manager s Office of the Third Construction Company. From November 1993 to June 1996, he was the director of the Manager s Office of the Third Construction Company. From June 1996 to April 2001, he was the director of the Manager s Office and the head of the Enterprise Management Division of the Third Construction Company. From April 2001 to September 2003, he was the deputy manager of the Third Construction Company. From September 2003 to June 2007, he was the vice president and director of Ningbo Engineering Co., Ltd. From June 2007 to April 2012, he was the vice president and the deputy secretary of the CPC Committee of Ningbo Engineering Co., Ltd. From April 2012 to October 2014, he was the vice president and deputy secretary of the CPC Committee of Sinopec Ningbo Engineering Co., Ltd. Since October 2014, he has been the secretary of the CPC Committee and vice president of Sinopec Ningbo Engineering Co., Ltd. 11