Sinopec Shanghai Petrochemical Co Ltd 6-K, filed May 30, 2023
Sinopec Shanghai Petrochemical Co Ltd (SPTJF)
About this 6-K
Sinopec Shanghai Petrochemical Co Ltd filed this 6-K on May 30, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number: 1-12158
Sinopec Shanghai Petrochemical Company Limited
(Translation of registrant’s name into English)
No. 48 Jinyi Road, Jinshan District, Shanghai, 200540
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBITS
Disclaimer—Forward-Looking Statements
We may, in this document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, expectations, developments and business strategies. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavor”, “target”, “forecast” and “project” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. If one or more of these risks materialize, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors and others are discussed more fully under the section titled “Item 3. Key Information—C. Risk Factors” in our most recent annual report on Form 20-F filed on April 26, 2023, and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
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SIGNATURES
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.
| SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED | ||||||
| Date: May 30, 2023 | By: | /s/ Wan Tao | ||||
| Name: | Wan Tao | |||||
| Title: | Chairman of the Board of Directors | |||||
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Exhibit 99.1
Sinopec Shanghai Petrochemical Company Limited
Rules of Procedure of the Audit and Compliance Committee of the Board
Considered and approved at the Sixth Meeting of the Fifth Session of the Board on 7 December 2005
First Amendment at the Sixth Meeting of the Sixth Session of the Board on 27 March 2009
Second Amendment at the Fifth Meeting of the Seventh Session of the Board on 29 March 2012
Third Amendment at the Eleventh Meeting of the Eighth Session of the Board on 16 March 2016
Forth Amendment at the Sixth Meeting of the Tenth Session of the Board on 28 April 2021
Fifth Amendment at the Twenty-ninth Meeting of the Tenth Session of the Board on 26 May 2023
Chapter 1: General Provisions
Article 1: In order to enhance the decision-making function of the board of directors (the “Board”) of Sinopec Shanghai Petrochemical Company Limited (the “Company”), to guide and supervise the Company’s compliance, to ensure the Board’s effective supervision over the management and to improve its corporate governance structure, the Company has established the audit and compliance committee (the “Audit and Compliance Committee”) under the Board and developed these Rules of Procedure pursuant to Company Law of the People’s Republic of China, Code of Corporate Governance for Listed Companies in China, Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Articles of Association of Sinopec Shanghai Petrochemical Company Limited (the “Articles of Association”) and other relevant regulations.
Article 2: The Audit and Compliance Committee shall be a special committee under the Board. It is primarily responsible for proposing the appointment or replacement of an external audit firm and facilitating the communications between the internal and external auditors and compliance of the Company; overseeing the Company’s internal audit policy, compliance policy, and the implementation thereof; auditing the Company’s financial information and the disclosure thereof; and reviewing the Company’s risk management and internal control system.
Chapter 2: Composition
Article 3: The Audit and Compliance Committee shall be composed of three non-executive directors, at least two of whom shall be independent non-executive directors. At least one independent non-executive director shall be an accounting professional.
Article 4: The members of the Audit and Compliance Committee shall be elected by the Board.
Article 5: The Audit and Compliance Committee shall have a chairperson who shall be an independent non-executive director with professional qualification in accounting, and in charge of the work of the Audit and Compliance Committee. All members of the Audit and Compliance Committee shall fulfil requirements of domestic and overseas securities regulatory authorities regarding members of Audit and Compliance committee, including requirements on independence.
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Article 6: The term of office of the members of the Audit and Compliance Committee shall correspond with the term of office of the Board. Upon expiration of the term of office, a member may serve another term of office upon reappointment. If a member no longer takes up the directorship of the Company during his term of office, he shall automatically be disqualified as a member and the Board shall appoint a replacement pursuant to the provisions hereof.
Article 7: The Audit and Compliance Committee shall have a secretary appointed by the chairperson of the Audit and Compliance Committee. The secretary shall be responsible for the day-to-day liaison work, the arrangement of meetings, etc.
Article 8: No members of the Audit and Compliance Committee may receive, directly or indirectly, any counseling fees, consultant fees or other rewards other than the remuneration from the Company.
Chapter 3: Duties and Powers
Article 9: The major duties and powers of the Audit and Compliance Committee:
| (1) | to propose the appointment or replacement of an external audit firm and to oversee the work of the external audit firm; |
| (2) | to oversee the Company’s internal audit policy, compliance policy and the implementation thereof; |
| (3) | to ensure that the internal audit function is adequately resourced and has the appropriate standing within the Company, and to review and monitor its effectiveness; |
| (4) | to be in charge of the communications between the Company’s internal and external auditors; |
| (5) | to review the Company’s financial reports and the disclosure thereof; |
| (6) | to review the Company’s risk management and internal control system and submit to the Board an annual self-assessment report on the Company’s risk management and internal control; |
| (7) | to oversee and evaluate the Company’s compliance work; |
| (8) | to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the accounting, financial reporting and internal audit functions; |
| (9) | to report to the board of directors of any suspected fraud and non-compliance, failures of risk management and internal control systems, or suspected violations of laws and regulations that comes under his/her attention and submitted in order of importance to the board for inspection. Review the results of internal investigations on suspicious of fraud and non-compliance, risk management and internal control failure and on activities in violation of laws or regulations on financial reports; |
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| (10) | to review the major connected transactions; |
| (11) | to review the arrangements made by the Company for the concerns raised by employees in confidence about improprieties in financial reporting, risk management, internal control or other matters, and to ensure that the Company will conduct a fair and independent investigation of these matters and take appropriate follow-up action; |
| (12) | to set up compliance reporting policies and systems to ensure that company employees and other parties in contact with the company (such as customers and suppliers) can raise their concerns on any possible improper matter regarding the company to the Audit and Compliance Committee. |
| (13) | to consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings; and |
| (14) | to perform other duties and powers as assigned by the Board. |
Article 10: The Audit and Compliance Committee shall be accountable to the Board. The resolutions made by the Audit and Compliance Committee may be implemented only after the same are submitted to the Board for consideration and approval.
Chapter 4: Decision-making Procedures
Article 11: According to its duties and powers, the Audit and Compliance Committee shall have the power to request for any information from various functions under the Company as well as the subsidiaries and holding companies, including but not limited to:
| (1) | relevant financial reports of the Company; |
| (2) | work reports by the internal audit function; |
| (3) | external audit contracts and relevant work reports; |
| (4) | information disclosure to the public by the Company; |
| (5) | audit reports on the Company’s major connected transactions; |
| (6) | Compliance Evaluation Report; and |
| (7) | other relevant information as deemed necessary by the Audit and Compliance Committee. |
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Article 12: The Audit and Compliance Committee shall appraise the matters listed above through discussion and refer the relevant written resolution materials to the Board for discussion, which shall include (but is not limited to):
| (1) | an evaluation of the performance of the external audit firm as well as the appointment and replacement of the external audit firm; |
| (2) | whether or not the Company’s risk management and internal control system and compliance policy are adequate and sound and have been implemented effectively and whether or not there are any major defects in the system or policy; |
| (3) | whether or not the financial reports and other information disclosed to the public by the Company are comprehensive, objective and true; and whether or not the major connected transactions of the Company are in compliance with the relevant laws and regulations; and |
| (4) | other relevant matters. |
Chapter 5: Work Rules for Annual Reports
Article 13: The Audit and Compliance Committee shall, after the end of each financial year, discuss with the accounting firm responsible for the auditing of the Company’s annual reports (i.e. the “external audit firm”, the same below) on the timetable for the auditing of the financial reports for that year; it shall urge the accounting firm to submit an audit report within an agreed time limit and form a record, in the form of a written opinion, of the method, frequency and result of each urging, signed by a relevant responsible person as confirmation. The Audit and Compliance Committee should have at least two meetings with the external audit firm each year.
Article 14: The Audit and Compliance Committee shall, prior to the on-site annual audit by the accounting firm, review the financial and accounting statements prepared by the Company and form a written review opinion, shall, during the on-site annual audit by the accounting firm, strengthen the communications with the accounting firm and shall, after a preliminary audit opinion is presented by the accounting firm, review the Company’s financial and accounting statements and form a written review opinion again.
Article 15: The Audit and Compliance Committee shall vote on the annual financial and accounting statements and submit the same to the Board for consideration after forming a resolution thereon.
Article 16: During the reappointment of an accounting firm for the annual audit for the following year, the Audit and Compliance Committee shall conduct a comprehensive and objective evaluation of the audit for that year completed by and the quality of the auditing practices of the accounting firm, form an affirmative opinion and submit the same to the Board for consideration and approval and to a general meeting of shareholders for consideration. If a negative opinion is formed, it shall appoint another accounting firm.
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In the event of the appointment of another accounting firm for the annual audit for the following year, the Audit and Compliance Committee shall, by way of interviews and communications, acquire a comprehensive understanding and conduct a proper evaluation of the previously appointed accounting firm and the proposed appointed accounting firm, form a resolution and submit the same to the Board for consideration and approval and to a general meeting of shareholders for consideration. It shall also notify the previously appointed accounting firm to attend the general meeting and express its views thereat. The Company shall make a full disclosure of the resolution made at the general meeting and the views expressed by the previously appointed accounting firm thereat.
The abovementioned communications, evaluations, opinions and resolution by the Audit and Compliance Committee shall be included in a written record which shall be signed by the relevant parties and shall, within three working days after the disclosure of the resolution made at the general meeting, be reported to the securities regulatory bureau in the place where the Company is incorporated.
Chapter 6: Rules of Procedure
Article 17: The Audit and Compliance Committee shall convene no less than two meetings a year by giving notice to all its members ten days in advance. Meetings shall be chaired by the chairperson of the Audit and Compliance Committee. If the chairperson is unable to attend a meeting, he may appoint another member (an independent non-executive director) to chair the meeting.
The Audit and Compliance Committee shall convene a meeting upon proposal by a majority of members. The external auditors may call for a meeting when necessary.
Article 18: The Audit and Compliance Committee shall convene a meeting only when more than two-thirds of the members are present thereat; each member shall have one vote; any resolutions proposed at a meeting shall be passed by a majority of all members.
Article 19: Voting shall be made by a show of hands or by ballot at a meeting of the Audit and Compliance Committee. The Audit and Compliance Committee may accept a written motion in lieu of convening a meeting. A written motion that is passed by a majority of all members shall form an effective resolution.
Article 20: The Audit and Compliance Committee may invite the Company’s internal auditing officers to attend a meeting as non-voting attendees and may, if necessary, invite the directors, supervisors, other officers and the appointed external audit firm of the Company to attend a meeting as non-voting attendees.
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Article 21: The Audit and Compliance Committee may consider professional advice from the external legal advisor or other independent parties. If necessary, the Audit and Compliance Committee may engage an intermediary to provide professional advice on its decision-making at the expense of the Company.
Article 22: The procedures for convening a meeting of the Audit and Compliance Committee, the method of voting thereat and the resolutions passed thereat shall be in compliance with the relevant laws, regulations, Articles of Association and these Rules of Procedure.
Article 23: Meetings of the Audit and Compliance Committee shall have their minutes on which the members present at such meetings shall sign their names. Meeting minutes and resolutions shall be maintained by the Office of the Secretary to the Board.
Article 24: Resolutions passed at a meeting of the Audit and Compliance Committee and the voting results thereat shall be reported in writing to the Board.
Article 25: The members present at a meeting and the persons who attend the meeting as a non-voting attendees shall be obliged to maintain confidentiality towards the matters discussed thereat. No such members may disclose the relevant information without authorization.
Chapter 7: Supplementary Provisions
Article 26: These Rules of Procedure shall be effective from the date of adoption by the Board.
Article 27: Matters not covered hereunder shall be dealt with pursuant to the provisions of the relevant laws, regulations and the Articles of Association. In case of any conflict between these Rules of Procedure and the relevant laws or regulations to be promulgated in future or the Articles of Association to be amended by legal procedures, the relevant laws, regulations and the Articles of Association shall prevail, amendments shall be made immediately to these Rules of Procedure and submitted to the Board for consideration and approval.
Article 28: The right to construe these Rules of Procedure shall reside in the Board.
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Exhibit 99.2
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.
Proposed Election of the Directors of the Eleventh Session of the
Board and the Non-employee Representative Supervisors of the
Eleventh Session of the Supervisory Committee
The 29th meeting of the Tenth Session of the board of directors (the “Board”) of Sinopec Shanghai Petrochemical Company Limited (the “Company”) and the 17th meeting of the Tenth Session of the supervisory committee of the Company (the “Supervisory Committee”) were held on 26 May 2023. The Board hereby announces that:
| 1. | The following candidates are proposed to be elected as the non-independent directors of the Eleventh Session of the Board: |
| • | Wan Tao |
| • | Guan Zemin |
| • | Du Jun |
| • | Huang Xiangyu |
| • | Xie Zhenglin |
| • | Qin Zhaohui (Employee Director) |
| 2. | The following candidates are proposed to be elected as the independent non-executive directors of the Eleventh Session of the Board: |
| • | Tang Song |
| • | Chen Haifeng |
| • | Yang Jun |
| • | Zhou Ying |
| • | Huang Jiangdong |
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| 3. | The following candidates are proposed to be elected as the non-employee representative supervisors of the Eleventh Session of the Supervisory Committee: |
| • | Zhang Xiaofeng |
| • | Zheng Yunrui |
| • | Choi Ting Ki |
The biography of each of the candidates for directors and non-employee representative supervisors is set out below:
Biographies of candidates for the directors:
Wan Tao, born in January 1968, currently serves as the Company’s Chairman, Executive Director, Chairman of the Strategy Committee and member of the Nomination Committee, Director of Shanghai SECCO Petrochemical Company Limited and Chairman of Shanghai Chemical Industry Park Development Co., Ltd. Mr. Wan started to work in July 1992 and has served as the deputy director and director of the resin rubber department of the Chemical Department of China Petroleum & Chemical Corporation (“Sinopec Corp.”). From August 2012 to January 2017, he served as deputy director of the Chemical Department of Sinopec Corp. From March 2013 to January 2017, he served as supervisor of Sinopec Catalyst Co., Ltd. From March 2014 to January 2017, he served as director of Sinopec Great Wall Energy & Chemical (Guizhou) Co. Ltd. From January 2017 to December 2019, he served as general manager of Sinopec Yizheng Chemical Fibre Limited Liability Company and general manager of Yizheng Branch of Sinopec Assets Management Co, Ltd. From January 2017 to January 2018, he served as deputy secretary of the CPC Committee of Sinopec Yizheng Chemical Fibre Limited Liability Company. From January 2018 to July 2022, he served as executive director and secretary of the CPC Committee of Sinopec Yizheng Chemical Fibre Limited Liability Company. In July 2022, he was appointed as secretary of the CPC Committee of the Company and director of Shanghai SECCO Petrochemical Company Limited. In September 2022, he was appointed as Chairman, Executive Director, Chairman of the Strategy Committee and member of the Nomination Committee of the Company. In October 2022, he was appointed as Chairman of Shanghai Chemical Industry Park Development Co., Ltd. Mr. Wan graduated from Tianjin University in 1992 with an engineering master’s degree in chemical engineering. He is a senior engineer.
Guan Zemin, born in December 1964, is serving as Vice Chairman, Executive Director, Vice Chairman of the Strategy Committee and President of the Company. Mr. Guan started to work in July 1990, and he has successively served as Section Manager of Technology Development Section, Technology Development Department of Wuhan Petrochemical Plant, and Director of Catalyzing Workshop, Deputy Director and Director of Production Scheduling Department, and Deputy Chief Engineer of the Wuhan branch of Sinopec Corp. (“Wuhan Branch”). From December 2012 to December 2018, he served as Deputy General Manager of Wuhan Branch. From May 2016 to December 2019, he served as General Manager and Director of Sinopec-SK (Wuhan) Petrochemical Company Limited. From December 2018 to December 2019, he served as the Director and Deputy Party Secretary of Wuhan Petrochemical Plant and General Manager of Wuhan Branch. In December 2019, he was appointed as Deputy Secretary of the CPC Committee of the Company. From February 2020, he served as the President of the Company. From June 2020, he served as the Executive Director, Vice Chairman and Vice Chairman of the Strategy Committee of the Company. Mr. Guan graduated from the Fine Chemical Major of School of Chemical Engineering, East China University of Science and Technology with a master’s degree in engineering in July 1990. He is a senior engineer by professional title.
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Du Jun, born in March 1970, is currently the Executive Director, member of the Strategy Committee, Vice President and Chief Financial Officer of the Company, chairman of China Jinshan Associated Trading Corporation, and director of Shanghai Chemical Industry Park Development Co., Ltd. Mr. Du started the work in July 1990 and successively served as the chief of the second section of the secretary of the general manager’s office of Yangzi Petrochemical Co., Ltd., the deputy director of the finance department and the deputy director of the Finance Department of Yangzi Petrochemical Co., Ltd. From August 2004 to July 2007, he served as the director of the Finance Department of Yangzi Petrochemical Co., Ltd. From July 2007 to August 2012, he served as the director of the Finance Department of Yangzi Petrochemical Co., Ltd. From August 2012 to August 2016, he served as the chief accountant of Yangzi Petrochemical Co., Ltd. From December 2015 to September 2020, he served as the supervisor of Yangzi Petrochemical BASF Co., Ltd. From June 2016 to September 2020, he served as a director of Yangzi Petrochemical Co., Ltd. From August 2016 to September 2020, he served as the chief accountant of Yangzi Petrochemical Co., Ltd. From September 2020, he served as the deputy general manager and chief financial officer of the Company. He has been the chairman of China Jinshan Associated Trading Corporation since December 2020. He has been a director of Shanghai Chemical Industry Park Development Co., Ltd. since December 2020. He has been an Executive Director of the Company since June 2021. He has been a member of the Company’s Strategy Committee since March 2022. Mr. Du graduated from Southeast University in 1990, majoring in industrial enterprise management, and obtained a master’s degree in business administration from Southeast University in 2004. He has the title of senior accountant.
Huang Xiangyu, born in March 1968, is the Executive Director and Vice President of the Company. Mr. Huang started his career in August 1990 and joined Shanghai Petrochemical Complex in June 1992. He served as the Deputy Director of the chemical workshop of Shanghai Jinyang Acrylic Plant, Deputy Director of Jinyang Equipment, Director and Deputy Director of Jinyang Acrylic Equipment of Acrylic Business Unit of the Company and Chief Engineer of Acrylic Business Unit of the Company. From July 2011 to January 2020, he served as the Director of the Acrylic Fiber Research Institute of the Company. From November 2011 to January 2020, he served as the Chief Engineer of the Acrylic Fiber Department of the Company. From February 2019 to January 2020, he served as Deputy Chief Engineer of the Company. From February 2020, he served as the Vice President of the Company. He has been an Executive Director of the Company since June 2020. Mr. Huang graduated from the Organic Chemical Major of the School of Chemical Engineering, East China University of Science and Technology with a bachelor’s degree in engineering in July 1990. He obtained a master’s degree in engineering from Donghua University in May 2004. He graduated from Polymeric Chemistry and Physics Major of Fudan University with a doctor’s degree in science in June 2013. He is a professorate senior engineer by title.
As of the date of this announcement, Mr. Huang Xiangyu held 140,000 A shares of the Company.
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Xie Zhenglin, born in February 1965, is a Non-executive Director, member of the Strategy Committee, Vice President of Chemical Service Department of Sinopec Corp., General Manager of Sinopec Group Assets Management Co., Ltd., a director of Yangzijiang Acetyl Chemical Co., Ltd., Chairman of Tianjin Jinpuli Environmental Protection Technology Co., Ltd., and a director of Sinopec Shanghai Gaoqiao Petrochemical Co. Ltd. Mr. Xie started his work in 1989, served as Principal Staff Member of State Price Control Bureau and State Development Planning Commission. After joining Sinopec Corp. in September 1995, he successively served as Deputy Director of the Comprehensive Division of the Finance Department, Deputy Director of Capital Management Department, Director of the Capital Management Division of the Finance and Assets Department, Director of the Capital Management Division of the Financial Planning Department, Deputy Director of the Financial Planning Department of China Petrochemical Group Corporation Limited (“Sinopec Group”), Deputy Director of General Accounting Department of Sinopec Group Assets Management Co., Ltd. (presided over the work), Deputy Director of Assets Management Department of Sinopec Group, Deputy General Manager of Sinopec Assets Management, Acting Director of Assets Management Department of Sinopec Group, and Deputy Executive Director and Deputy General Manager of Sinopec Group Assets Management Co., Ltd.. From April 2014 to October 2020, he served as the Vice Chairman and director of China Merchants Energy Shipping Co., Ltd. (listed on the Shanghai Stock Exchange, Stock Code: 601872). From April 2014 to December 2019, Mr. Xie served as Director of Assets Management Department of Sinopec Group, and Executive Director and General Manager of Sinopec Assets Management. He has been the Deputy President of Chemical Service Department of Sinopec Corp. and General Manager of Sinopec Assets Management since December 2019. From June 2020, he served as the Non-executive Director and a member of the Strategy Committee of the Company. Mr. Xie obtained a master’s degree in economics from Graduate School of Chinese Academy of Social Science in August 1989. He obtained a master’s degree in business administration from University of Houston in May 2007. He is a Senior Accountant by professional title.
Qin Zhaohui, born in June 1972, is the general manager of the Company’s Aromatics Department. Mr. Qin joined the Company in August 1994 and successively served as Deputy Director of the Hydrogenation Workshop of No. 2 Aromatics Combined Plant of Refining Unit, Deputy Director of the Hydrogen Production Unit, Deputy Chief of the Production Scheduling Section of No. 1 Aromatics Combined Plant, Assistant Director of the Production Technology Department and Director of the Technology Department, Deputy Director of the Technology Department of the Aromatics Department, Deputy Director (presiding over the work) and Director of the Technology Department of the Aromatics Department, Safety Director, Deputy Chief Engineer, Director of No. 2 Aromatics Combined Plant and Deputy Secretary of the Party Committee of the Aromatics Department etc. Mr. Qin served as Deputy Manager of the Aromatics Department in December 2018 and presided over the work in December 2019, Deputy General Manager of the Aromatics Department (presided over the work) in March 2020, General Manager and Deputy Secretary of the CPC Committee of the Aromatics Department in October 2020 and presided over the work of the Party Committee in December 2022. Mr. Qin graduated from East China University of Science and Technology in July 1994 with a major in petroleum processing and obtained a master’s degree in chemical engineering from East China University of Science and Technology in March 2005. He holds the title of Senior Engineer.
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Tang Song, born in December 1980, is the Independent Non-executive Director and a member of the Audit Committee and Remuneration and Appraisal Committee of the Company, Professor and PH. D supervisor of School of Accountancy, Shanghai University of Finance and Economics. Mr. Tang Song obtained a bachelor’s degree in management (accountancy) in June 2003 from the School of Accountancy of the Shanghai University of Finance and Economics, and obtained a doctor’s degree from a successive postgraduate and doctoral program in management (accountancy) in June 2008. Mr. Tang worked in the School of Accounting and Finance, Hong Kong Polytechnic University for collaborative research from August 2008 to August 2009. He worked in China Europe International Business School for collaborative research from August 2009 to June 2010. Mr. Tang served as a lecturer of School of Accountancy, Shanghai University of Finance and Economics from June 2010 to July 2012. He served as associate professor of the School of Accountancy, Shanghai University of Finance and Economics from August 2012 to July 2019. He served as a professor of the School of Accountancy of the Shanghai University of Finance and Economics since August 2019. Mr. Tang has served as an independent director of Shanghai Huate Group Co., Ltd. since December 2017, served as an independent director of the Shanghai Qifan Cable Co. Ltd. (listed on the Shanghai Stock Exchange, stock code: 605222) from July 2019 to July 2022, served as an independent director of Tibet Dongcai Fund Management Co., Ltd since August 2019, and as an independent director for the Shanghai Universal Biotech Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 301166) since April 2020. He served as the Independent Non-executive Director, member of the Audit Committee and the Strategy Committee of the Company since June 2020. He served as an independent director for Wuxi Commercial Mansion Grand Orient Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 600327) since November 2020. He served as an independent director for Shanghai Shine-Link International Logistics Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 603648) since September 2022.
Chen Haifeng, born in January 1974, is an Independent Non-executive Director, member of the Audit Committee and the Nomination Committee of the Company, and a Senior Director of the GCL Energy Technology Co., Ltd. Mr. Chen Haifeng graduated from Fudan University with a bachelor’s degree in applied physics in July 1997. He served as clerk, project supervisor, and project manager of investment banking department of CITIC Securities from July 1997 to August 2001. Mr. Chen served as a senior manager of the strategic investment department of SVT Group from September 2002 to February 2006. He served as a senior manager of investment banking department of Orient Securities from August 2006 to March 2008. Mr. Chen served as senior vice president and sponsor deputy of investment banking department of China Jianyin Investment Securities from April 2008 to May 2012. He served as the CEO and sponsor deputy of investment banking department of Caida Securities from June 2012 to June 2015. Mr. Chen served as an independent director of Cnnc Hua Yuan Titanium Dioxide Company Limited (listed on Shenzhen Stock Exchange, stock code: 002145) from February 2015 to October 2018. He served as the CEO and sponsor deputy of investment banking department of Dongxing Securities from July 2015 to September 2017. Mr. Chen has been a non-independent director of Zhejiang Yueling Co., Ltd. from October 2017 to December 2020 (listed on the Shenzhen Stock Exchange, Stock Code: 002725). He served as an Independent Non-executive Director, member of the Audit Committee and member of the Nomination Committee of the Company since June 2020. He served as a senior director of Shanghai MindMotion Microelectronics Co., Ltd. from January 2021 to 31 December 2022. He has served as a senior director of GCL Energy Technology Co., Ltd. since January 2023.
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Yang Jun, born in August 1957, is an Independent Non-executive Director, Chairman of the Nomination Committee and the Remuneration and Appraisal Committee of the Company, a director (vice president level) of Gansu Gangtai Holding (Group) Co., Ltd., and the chief supervisor of Shanghai Aoqi Science and Technology Development Foundation. Mr. Yang graduated from East China University of Political Science and Law with a degree in law in September 1979 and from Peking University with a master’s degree in civil law in July 1991. He worked in Shanghai Intermediate Court and Supreme Court from July 1983 to July 2005. He served as an assistant to the president and general legal officer of Shanghai United Assets and Equity Exchange, general manager of Beijing headquarters of Central Enterprise Equity Exchange, operation director of Equity Exchange and general manager of Financial Equity Exchange from July 2005 to September 2017. He served as an arbitrator of China International Economic and Trade Arbitration Commission from March 2007 to March 2015 and served as an arbitrator of Shanghai International Economic and Trade Arbitration Commission and Shanghai Arbitration Commission since March 2007. He served as an independent non-executive director of China Merchants Securities Co., Ltd. (listed on the Hong Kong Stock Exchange, stock code: 06099) from June 2011 to January 2018. He has served as an independent director of Shanghai Zhenhua Heavy Industries Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 600320) from April 2015 to March 2021 and a director (vice president level) of Gansu Gangtai Holding (Group) Co., Ltd. since September 2017. He has served as an Independent Non-executive Director, Chairman of the Nomination Committee and Chairman of the Remuneration and Appraisal Committee of the Company since June 2020. He served as the chief supervisor of Shanghai Aoqi Science and Technology Development Foundation since January 2022.
Zhou Ying, born in December 1966, is an associate professor and EMBA project director of the School of Marketing at Antai College of Economics and Management, Shanghai Jiao Tong University. Ms. Zhou graduated from Jilin University with a bachelor’s degree in economics in 1989, graduated from Shanghai University of Finance and Economics with a master’s degree in management in 2001, and graduated from Antai College of Economics and Management, Shanghai Jiao Tong University with a doctorate degree in management in June 2014. From September 1989 to December 1996, she was a teacher in Anhui Provincial Youth League School. From 1996 to 1999, she was a teacher in Shanghai Jiao Tong University School of Agriculture and Biology. She has served as a teacher in Antai College of Economics and Management, Shanghai Jiao Tong University since 2000. She has served as an independent director of Shanghai New World Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600628) since December 2021, an independent director of KAMA Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 900953) since 16 September 2022, and an independent director of Shanghai Jinfeng Wine Company Limited (listed on the Shanghai Stock Exchange, stock code: 600616) since May 2022.
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Huang Jiangdong, born in June 1979, with a doctoral degree, is a partner of Grandall Law Firm (Shanghai) and the director of Grandall Financial Securities Compliance Committee. He graduated from the School of Business Administration of Changzhou University with a bachelor’s degree in law in July 2000, and from the Graduate School of East China University of Political Science and Law with a master’s degree in civil and commercial law in July 2003. In July 2012, he graduated from the Graduate School of East China University of Political Science and Law with a doctorate degree in economic law. From June 2003 to June 2005, he served as a deputy officer of the Judicial Bureau of Shanghai Pudong New Area. From July 2005 to April 2013, he served as a deputy officer, officer and deputy researcher of the Second Division of Shanghai Securities Regulatory Commission. From April 2013 to April 2014, he was seconded to the Legal Department of the China Securities Regulatory Commission. From April 2014 to May 2019, he served as deputy researcher and director of the Shanghai Commissioner’s Office of the CSRC. Since May 2019, he has served as senior consultant and partner of Grandall Law Firm (Shanghai); and director of Grandall Financial Securities compliance committee. Since April 2023, he has served as an independent director of Universal Scientific industrial (Shanghai) Co,. Ltd. He is an arbitrator of the Shanghai Arbitration Commission, the Shanghai International Arbitration Center and the Shenzhen International Arbitration Court; director of the Institute of Securities Law of CLS and a member of the Independent Directors Committee of the CAPCO.
Biographies of candidates for the non-employee representative supervisors:
Zhang Xiaofeng, born in March 1970, is currently an External Supervisor of the Company, deputy general manager of the Enterprise Reform and Legal Department of Sinopec Group. Mr. Zhang is currently a supervisor of Sinopec Oilfield Equipment Corporation, Sinopec Petroleum Reserve Company Limited and a director of Sinopec International Energy Investment Co., Ltd., Mr. Zhang served as the deputy director of Legal Department of Sinopec Group from January 2018 to December 2019. He has also served as the deputy general manager of the Enterprise Reform and Legal Department of Sinopec Group since December 2019. Mr. Zhang, majoring in international economic law, graduated from China University of Political Science and Law with a bachelor’s degree in law in July 1995. Mr. Zhang is a senior economist by professional title and the corporate lawyer.
Zheng Yunrui, born in December 1965, is an Independent Supervisor of the Company, a professor in civil and commercial law at the Faculty of Law of the East China University of Political Science. He has served as the Company’s Independent Supervisor since December 2014. Mr. Zheng is currently an independent director of Fuxin Dare Automotive Parts Co, Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300473) and Wuxi New Hongtai Electrical Technology Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 603016). Mr. Zheng graduated from the Shangrao Normal University in Jiangxi Province, majoring in English in July 1986. Mr. Zheng obtained a master’s degree in law and a doctorate’s degree in law from the Faculty of Law of Peking University in July 1993 and July 1998, respectively. Mr. Zheng previously worked at the Education Bureau of Shangrao County, Jiangxi Province, Hainan Airport Limited, China Township Enterprise Investment and Development Company Limited and the Legal Affairs Office of the Shanghai Municipal People’s Government. He has been teaching at East China University of Political Science and Law since August 2001. He was a visiting scholar at the Faculty of Law of National University of Singapore between July 2002 and December 2002. From June 2005 to September 2007, he served as deputy procurator general of People’s Procuratorate of Yangpu District, Shanghai. From February 2013 to June 2014, he served as deputy director of Wuxi Intermediate People’s Court in Jiangsu Province. From June 2012 to June 2018, he served as an independent director of Yangzhou Chenhua New Materials Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300610). From April 2013 to May 2019, he served as independent director of Hangzhou Xianfeng Electronic Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002767). From 2019 to February 2021, he served as the external supervisor of Zhejiang Weihai Construction Group Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002586). From December 2015 to June 2021, he was an independent director of Jiangxi Xinyu Guoke Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300722). From April 2019 to March 2022, he served as an independent director of Dalian Electric Porcelain Group Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002606). In December 2021, he served as a member of the third Shareholding Exercise Expert Committee of China Securities Small and Medium Investors Service Center. In September 2020, he was appointed as a legal consultant for news and public opinions of Wuxi Intermediate People’s Court. Mr. Zheng has been engaged in trials, teaching and research relating to civil law, property law, contract law, company law, insurance law, social insurance law and government procurement law. He is experienced in the legal affairs on corporate governance and has great academic achievements. He is a director of China Association of Insurance Law and also an arbitrator at the Arbitration Commission of Xuzhou, Wuxi, Suzhou and Shenzhen. Mr. Zheng was appointed as an advisory expert on civil and administrative cases of the Supreme People’s Procuratorate and the Zhejiang People’s Procuratorate, a member of the second and third Shareholding Exercise Expert Committee of China Securities Small and Medium Investors Service Center, a legal consultant for news and public opinions of Wuxi Intermediate People’s Court, a member of the expert advisory Committee of Shanghai Yangpu District People’s Procuratorate and a mediator of Shanghai Second Intermediate People’s Court.
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Choi Ting Ki, born in September 1954, is an Independent Supervisor of the Company and a Fellow of the Hong Kong Institute of Certified Public Accountants. He joined the Company in June 2011. Mr. Choi served as Independent Non-executive Director of the Company from June 2011 to June 2017 and has been Independent Supervisor of the Company since June 2017. Mr. Choi has been an independent non-executive director of Yangtzekiang Garment Limited (listed on the Main Board of the Hong Kong Stock Exchange, stock code: 00294) and YGM Trading Limited (listed on the Main Board of the Hong Kong Stock Exchange, stock code: 00375) since December 2012. Mr. Choi graduated from the Department of Accounting, Hong Kong Polytechnic in 1978 and joined KPMG in the same year. He has held various positions, including the Partner of the Audit Department of KPMG Hong Kong Office, Executive Partner of KPMG Shanghai Office, Senior Partner of KPMG Huazhen Shanghai Office, as well as Senior Partner of KPMG Huazhen in Eastern and Western China. Mr. Choi retired from KPMG Huazhen in April 2010.
Save as disclosed above, the candidates listed above (i) did not hold any directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not have relationships with any director, supervisor, senior management, controlling shareholder, substantial shareholder or de facto controller of the Company; and (iii) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance as at the date of this announcement. None of the candidates listed above has ever faced any disciplinary action by the China Securities Regulatory Commission or other relevant authorities, nor has been sanctioned by any stock exchange.
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The resolutions in respect of the election of the directors and non-employee representative supervisors of the Eleventh Session of the Board and the Supervisory Committee will be proposed to the shareholders at the 2022 annual general meeting (the “AGM”) for consideration and approval. If those resolutions are approved by the shareholders at the AGM, the newly appointed directors and supervisors of the Eleventh Session of the Board and the Supervisory Committee will each enter into a director’s or a supervisor’s service contract with the Company on or around the date of AGM. The term of offices will commence on the date of passing of the relevant resolutions at the AGM and expire in June 2026. The remuneration of the newly appointed directors (excluding independent non-executive directors) will be determined in accordance with the “Remuneration Payment Method for Directors, Supervisors and Senior Management” approved at the Company’s 2002 annual general meeting, while the allowances for the newly appointed independent non-executive directors will be implemented in accordance with the amended “Remuneration System for Independent Directors” approved at the Company’s 2007 annual general meeting. The remuneration of the newly appointed supervisors (excluding independent supervisors) will be determined in accordance with the “Remuneration Payment Method for Directors, Supervisors and Senior Management” approved at the Company’s 2002 annual general meeting. The remuneration of the newly appointed independent supervisors will be determined in accordance with the “Remuneration Payment Method for Independent Supervisors” approved at the Company’s 2016 annual general meeting. The Company will disclose the amount of remuneration received by each of the directors and supervisors in the relevant annual reports. The director’s and supervisor’s remuneration will not be covered in the director’s or supervisor’s service contract.
Save as disclosed above, the Company was not aware of any information in respect of the candidates for the above directors and supervisors that needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor was the Company aware of any matters that need to be brought to the attention of the shareholders of the Company.
| By Order of the Board |
| Sinopec Shanghai Petrochemical Company Limited |
| Liu Gang |
| Joint Company Secretary |
Shanghai, the PRC, 26 May 2023
As at the date of this announcement, the executive directors of the Company are Wan Tao, Guan Zemin, Du Jun and Huang Xiangyu; the non-executive directors of the Company are Xie Zhenglin and Peng Kun; and the independent non-executive directors of the Company are Li Yuanqin, Tang Song, Chen Haifeng, Yang Jun and Gao Song.
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