6-K
SINOPEC SHANGHAI PETROCHEMICAL CO LTD (SPTJF)
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number: 1-12158
Sinopec Shanghai Petrochemical Company Limited
(Translation of registrant’s name into English)
No. 48Jinyi 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
EXHIBITS
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: March 30, 2022 | By: | /s/ Wu Haijun |
| Name: | Wu Haijun | |
| Title: | Chairman of the Board of Directors |
EX-99.1
Exhibit 99.1
(A joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 00338)
Change the Convening Method of the First Extraordinary General Meeting
for 2022 and the First H Shareholders Class Meeting for 2022
References are hereby given that the notice of the first extraordinary general meeting for 2022 and the notice of the first H shareholders class meeting for 2022 of Sinopec Shanghai Petrochemical Company Limited (the “Company”) dated 10 March 2022. The Company will convene the first extraordinary general meeting for 2022 (the “EGM”) and the first H shareholders class meeting for 2022 (the “H Shareholders Class Meeting”) at the North Building of Jinshan Hotel, No. 1, Jinyi East Road, Jinshan District, Shanghai, the People’s Republic of China (the “PRC”) on Wednesday, 30 March 2022 at 2:00 p.m. and 2:30 p.m. respectively.
According to the notice issued by the Office of Shanghai Epidemic Prevention and Control Working Group, Jinshan District of Shanghai will be closed and controlled from 5:00 a.m. on 28 March 2022. In order to protect the health and safety of shareholders, proxy and other participants, and protect the legitimate rights and interests of shareholders according to law, the Company will hold the EGM and the H Shareholders Class Meeting (collectively, the “Meeting(s)”) by video conference during the prevention and control of the COVID-19 period, and the relevant notes are as follows:
The Meeting(s) will be held by video conference. Shareholders wishing to participate in the video conference must register via email: spc@spc.com.cn not less than 24 hours before the designated time for holding the Meetings (i.e., 2:00 p.m. on Tuesday, 29 March 2022). The Company will provide video conference access to shareholders registered to participate in the Meeting(s). Shareholders registered to participate in the video conference shall provide email address and other documents which are the same as required for the registration of the on-site meetings.
Shareholders who have completed the registration and identity verification will receive an email with instructions on how to participate in the video conference and the link and/or password to enter the video conference before 9 a.m. on Wednesday, 30 March 2022. Shareholders who have obtained the link and/or password of the video conference shall not share such information with others. Shareholders can access the video conference through smart phones, tablet devices or computers to watch and listen to the Meeting(s).
If shareholders (whether individuals or companies) wish to exercise their voting rights at the Meeting(s), they must appoint the chairman of the Meetings as proxy to attend and vote at the Meeting(s). The shareholders shall fill in the forms of proxy of the Company according to the printed instructions not less than 24 hours before the designated time for holding the Meetings (i.e., 2:00 p.m. on Tuesday, 29 March 2022) or any adjournment thereof (as the case may be), and deliver the relevant document(s) to the Hong Kong Registrars Limited, the address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong).
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Shareholders registered to participate in the video conference may submit questions related to the resolutions submitted at the Meetings. For this purpose, all questions must be emailed to spc@spc.com.cn before 2:00 p.m. on Tuesday, 29 March 2022. According to the discretion of the chairman of the Meetings on the proper conduct of the Meeting(s), questions related to the resolutions of the Meetings will be handled by the board of directors at the Meeting.
All non-registered shareholders may directly consult the bank, broker, custodian, proxy or HKSCC (Nominees) Limited (as the case may be) holding shares on their behalf to obtain the necessary arrangements for attending the Meetings or any adjournment thereof and voting through video conference.
If shareholders have any questions about the arrangement of the Meetings, please contact the Secretariat of the Board of the Company and the contact details are as follows:
Address: No. 48 Jinyi Road, Jinshan District, Shanghai, the PRC
Postal code: 200540
Telephone: (86)21 5794 3143
Fax: (86)21 5794 0050
Email: spc@spc.com.cn
| By Order of the Board<br><br><br>Sinopec Shanghai Petrochemical Company Limited<br><br><br>Liu Gang<br> <br>Joint CompanySecretary |
|---|
Shanghai, the PRC, 28 March 2022
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EX-99.2
Exhibit 99.2
(A joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 00338)
Resolutions Passed at the First Extraordinary General Meeting for 2022,
the First A Shareholders Class Meeting for 2022 and
the First H Shareholders Class Meeting for 2022
The board of directors (the “Board”) of Sinopec Shanghai Petrochemical Company Limited (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 Message:
| • | Objection made to the resolutions proposed at the first extraordinary general meeting for 2022 (the“EGM”), the first A shareholders class meeting for 2022 (the “A Shareholders Class Meeting”) and the first H shareholders class meeting for 2022 (the “H Shareholders Class Meeting”) (collectively, the“Meeting(s)”): Nil |
|---|---|
| I. | The convening and attendance of the Meeting(s) |
| --- | --- |
| (1) | Date of the Meeting(s): 30 March 2022 |
| --- | --- |
| (2) | Venue of the Meeting(s): Video conference |
| --- | --- |
| (3) | Information of ordinary shareholders who attended the Meeting(s) and their shareholdings:<br> |
| --- | --- |
Shareholders of the Company who were entitled to attend the EGM, the A Shareholders Class Meeting and the H Shareholders Class Meeting held an aggregate of 10,823,813,500 shares, 7,328,813,500 A shares and 3,495,000,000 H shares with voting rights respectively. Resolution No. 1 of the EGM is an ordinary resolution requiring the approval of non-related shareholders under 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 (the “Hong Kong Listing Rules”). The related shareholder China Petrochemical Corporation Limited has abstained from voting on the above resolution, and the total voting shares represented by it are 5,459,455,000 A shares, which are not included in the total number of shares voting on the above resolution. Save as disclosed above, no shareholder of the Company who was entitled to attend the Meeting(s) was required to abstain from voting in favor of any of the resolutions at the Meeting(s) as set out in Rule 13.40 of the Hong Kong Listing Rules nor was required to abstain from voting on any of the resolutions at the Meeting(s) under the Hong Kong Listing Rules. No shareholder indicated in the Company’s circular dated 10 March 2022 that he or she intended to vote against or abstain from voting on any resolution at the Meeting(s).
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Information of ordinary shareholders who attended the EGM and their shareholdings:
| 1. Total number of shareholders and proxies attending the<br>EGM | 64 | |
|---|---|---|
| including: | A shares shareholders | 63 |
| Overseas listed foreign shares shareholders (H shares) | 1 | |
| 2. Total number of shares with voting rights held by the<br>attending shareholders (shares) | 8,996,393,210 | |
| including: | Total number of shares held by A shares shareholders | 5,542,750,436 |
| Total number of shares held by overseas listed foreign shares shareholders (H shares) | 3,453,642,774 | |
| 3. Percentage of shares held by such attending<br>shareholders in the total number of shares entitling the holders to attend and vote at the EGM (%) | 83.1167 | |
| including: | Percentage of shares held by A shares shareholders to the total number of shares (%) | 51.2089 |
| Percentage of shares held by overseas listed foreign shares shareholders to the total number of shares (%) | 31.9078 |
Information of ordinary shareholders who attended the A Shareholders Class Meeting and their shareholdings:
| 1. Total number of A shares shareholders and proxies attending the A Shareholders Class Meeting | 63 |
|---|---|
| 2. Total number of shares with voting rights held by A shares shareholders attending the A Shareholders Class Meeting<br>(shares) | 5,542,750,436 |
| 3. Percentage of shares held by such A shares shareholders in the total number of shares entitling the holders to attend and vote at the<br>A Shareholders Class Meeting (%) | 75.6296 |
Information of ordinary shareholders who attended the H Shareholders Class Meeting and their shareholdings:
| 1. Total number of H shares shareholders and proxies attending the H Shareholders Class Meeting | 1 |
|---|---|
| 2. Total number of shares with voting rights held by H shares shareholders attending the H Shareholders Class Meeting<br>(shares) | 3,453,642,774 |
| 3. Percentage of shares held by such H shares shareholders in the total number of shares entitling the holders to attend and vote at the<br>H Shareholders Class Meeting (%) | 98.8167 |
| (4) | Whether the voting complied with the relevant regulations of the Company Law and the articles of association of<br>the Company and the president of the Meeting(s) |
| --- | --- |
The Meeting(s) were convened by the Board of the Company, and Mr. Wu Haijun, Chairman of the Company, presided over the Meeting(s). The convening and holding of and voting at the Meeting(s) complied with the relevant regulations of the Company Law of the People’s Republic of China and the articles of association of the Company.
| (5) | Attendance of the directors, supervisors and other senior management of the Company |
|---|---|
| 1. | The Company has 11 directors, 11 of whom attended the Meeting(s); |
| --- | --- |
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| 2. | The Company has 6 supervisors, 6 of whom attended the Meeting(s); |
|---|---|
| 3. | Mr. Liu Gang, secretary to the Board, attended the Meeting(s). |
| --- | --- |
| II. | Poll results of resolutions |
| --- | --- |
| (1) | The EGM |
| --- | --- |
Resolutions by way of non-cumulative voting
| 1. | Resolution: THAT waived the pre-emptive right over the equity transfer<br>of non-controlled company be considered and approved |
|---|
Result of consideration: passed
Poll result:
| Type of<br><br><br>shareholders | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | |||||
| A shares | 80,213,736 | 96.3281 | 3,057,600 | 3.6719 | ||||
| H shares | 662,745,454 | 99.9997 | 2,000 | 0.0003 | ||||
| Total number of ordinary shares: | 742,959,190 | 99.5899 | 3,059,600 | 0.4101 | ||||
| 2. | Resolution: THAT the Board repurchases domestic shares and/or overseas-listed foreign shares be considered and<br>approved | |||||||
| --- | --- |
Result of consideration: passed
Poll result:
| Type of<br><br><br>shareholders | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | |||||
| A shares | 5,542,428,636 | 99.9946 | 297,800 | 0.0054 | ||||
| H shares | 662,745,454 | 99.9997 | 2,000 | 0.0003 | ||||
| Total number of ordinary shares: | 6,205,174,090 | 99.9952 | 299,800 | 0.0048 | ||||
| (2) | The A Shareholders Class Meeting | |||||||
| --- | --- |
Resolutions by way of non-cumulative voting
| 1. | Resolution: THAT the Board repurchases domestic shares and/or overseas-listed foreign shares be considered and<br>approved |
|---|
Result of consideration: passed
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Poll result:
| Type of<br><br><br>shareholders | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | |||||
| A shares | 5,542,428,636 | 99.9946 | 297,800 | 0.0054 | ||||
| (3) | The H Shareholders Class Meeting | |||||||
| --- | --- |
Resolutions by way of non-cumulative voting
| 1. | Resolution: THAT the Board repurchases domestic shares and/or overseas-listed foreign shares be considered and<br>approved |
|---|
Result of consideration: passed
Poll result:
| Type of<br><br><br>shareholders | For | Against | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | ||||||
| H shares | 666,035,454 | 100 | % | 0 | 0 | ||||
| (4) | Voting on material issues by A shares shareholders holding individually or jointly less than 5% of the<br>Company’s total number of issued shares | ||||||||
| --- | --- | ||||||||
| Resolution<br><br><br>no. | Resolution | For | Against | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number of<br><br><br>votes | Percentage<br><br><br>(%) | Number of<br><br><br>votes | Percentage<br>(%) | ||||||
| 1 | THAT waived the pre-emptive right over the equity transfer of non-controlled company be considered and approved | 80,213,736 | 96.3281 | 3,057,600 | 3.6719 | ||||
| 2 | THAT the Board repurchases domestic shares and/or overseas-listed foreign shares be considered and approved | 82,973,636 | 99.6424 | 297,800 | 0.3576 | ||||
| (5) | Explanation in relation to the poll results of the resolutions | ||||||||
| --- | --- |
Resolution No. 1 of the EGM is an ordinary resolution requiring the approval of non-related shareholders under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Hong Kong Listing Rules. The related shareholder China Petrochemical Corporation Limited has abstained from voting on the above resolution, and the total voting shares represented by it are 5,459,455,000 A shares, which are not included in the total number of shares voting on the above resolution.
Resolution No. 2 of the EGM and all the resolutions of the A Shareholders Class Meeting and the H Shareholders Class Meeting are special resolutions and were passed by votes representing more than two-third of the total number of votes held by the attending shareholders and proxies having valid voting rights.
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The Company appointed its international auditor for the year 2021, KPMG, as the scrutineer of the Meeting(s) to monitor the vote-taking procedures. The Company has complied with the voting instructions stipulated by HKSCC Nominees Limited.
| III. | Lawyer’s certification |
|---|---|
| (1) | Legal advisor: Beijing Haiwen & Partners |
| --- | --- |
Lawyers: Gao Wei, Li Beiyi
| (2) | Lawyer’s certification: |
|---|
“The procedures for the convening, holding and the qualification of the convener of the Meeting(s), the qualifications of shareholders or proxies who attended the Meeting(s) and the voting procedures at the Meeting(s) were in compliance with the provisions of the relevant laws and the articles of association of the Company. As a result, the poll results of the Meeting(s) are valid”.
| By Order of the Board<br><br><br>Sinopec Shanghai Petrochemical Company Limited<br><br><br>Joint Company Secretary<br><br><br>Liu Gang |
|---|
Shanghai, the PRC, 30 March 2022
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