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Resolutions of the 18th Meeting of the Fifth Session of the Board of Directors

The Company and all members of the board of directors warrant that the information contained in this announcement is truthful, accurate and complete, and jointly accept full responsibility for any false presentations or misleading statements contained in, or material omissions from, this announcement.

 

The notice for convening the 18th meeting of the fifth session of the board of directors of Sinopec Shanghai Petrochemical Company Limited (the “Company”) (the “Meeting”) was sent to all directors on 15 March 2007 by way of facsimile transmission and mail. The Meeting was held at conference room No.8 of the Company’s main building on 29 March 2007. Of the 12 directors entitled to attend the Meeting, 11 directors were in attendance. Mr. Lei Dianwu, director, was absent due to business engagement and had authorized Mr. Rong Guangdao, chairman of the Company, as his irrevocable voting proxy. Members of the supervisory committee and the senior management of the Company attended the Meeting. The convening of the Meeting complied with the PRC Company Law and the articles of association of the Company. Mr. Rong Guangdao, chairman of the Company, presided over the Meeting. The Meeting considered and approved the following resolutions:

 

Resolution 1                           

The president’s work report of 2006 was approved with 12 votes in favor, 0  vote against and 0 abstained vote;

Resolution 2

The board of directors’ work report of 2006 was approved with 12 votes in favor, 0 vote against and 0 abstained vote. The resolution will be submitted to the annual general meeting for approval;

Resolution 3

The 2006 audited financial report and 2007 financial budget were approved with 12 votes in favor, 0 vote against and 0 abstained vote. The resolution will be submitted to the annual general meeting for approval;

Resolution 4

The 2006 profit appropriation plan was approved with 12 votes in favor, 0 vote against and 0 abstained vote. The board of directors has recommended that a final dividend for the year of RMB0.4 (including tax) for every 10 shares to be distributed to all shareholders, with total dividends amounting to RMB288,000,000. Accordingly, under the PRC Accounting Rules and Regulations, the undistributed profit was RMB375,166,000 (under International Financial Reporting Standards: RMB482,722,000) which will be carried forward to 2007. The resolution will be submitted to the annual general meeting for approval;

Resolution 5

The 2006 annual report (full report and its summary) was approved with 12 votes in favor, 0 vote against and 0 abstained vote;

Resolution 6

The re-appointments of KPMG Huazhen as the Company’s domestic auditors for 2007 and KPMG as the Company’s international auditors were approved with 12 votes in favor, 0 vote against and 0 abstained vote. The directors were authorized to determine their remuneration. The resolution will be submitted to the annual general meeting for approval;

Resolution 7

The Company’s “Internal Control Manual (2007 edition)” was approved with 12 votes in favor, 0 vote against and 0 abstaining vote.

 

Sinopec Shanghai Petrochemical Company Limited

 

Shanghai, the PRC, 29 March 2007

 

As at the date of this announcement, the executive directors of the Company are Rong Guangdao, Du Chongjun, Han Zhihao, Shi Wei, Li Honggen and Dai Jinbao; the non-executive directors of the Company are Lei Dianwu and Xiang Hanyin, and the independent non-executive directors of the Company are Chen Xinyuan, Sun Chiping, Jiang Zhiquan and Zhou Yunnong.  

SPC

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