Securities code: 000783 Securities abbreviation: S * ST Shilian Announcement No.: 2007-075
Shijiazhuang Refining and Chemical Co., Ltd
Notice of the Third Extraordinary General Meeting of Shareholders in 2007
The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The proposal on convening the third extraordinary general meeting of shareholders in 2007 was reviewed and approved at the 12th meeting of the 4th Board of Directors of the Company, and the relevant matters are notified as follows:
1、 Time: 8:30 a.m., November 30, 2007 (Friday), half a day
2、 Meeting address: Meeting room on the third floor of Shilian Hotel
3、 Convener: The meeting shall be convened by the Board of Directors of the Company
4、 Mode of meeting: on-site voting
5、 Meeting content:
Proposal on electing Mr. Wang Mingquan and Mr. Tang Xin as independent directors of the 5th Board of Directors of the Company.
The proposal will be voted by cumulative voting, that is, each share with voting rights has the same number of votes as the selected number, and the number of votes held by shareholders can be used collectively or distributed to the two independent director candidates; However, when the number of votes cast by the shareholder is more than the product of the number of shares held by the shareholder and the number of director candidates, the vote is invalid.
The qualification and independence of independent director candidates shall be submitted to Shenzhen Stock Exchange and other competent authorities for review and approval before being submitted to the general meeting of shareholders for deliberation.
6、 Attendees and registration methods
1. Directors, supervisors, senior managers and employed lawyers of the Company;
2. As of the afternoon of November 26, 2007, after the settlement on the trading day, all shareholders of the Company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
3. At 8:30-17:30 on November 29, 2007, the corporate shareholders went through the registration procedures with the corporate certificate, the power of attorney of the corporate and the ID card of the attendees; Public shareholders shall go through the registration procedures with their own ID cards, shareholder account cards and shareholding certificates; The agent entrusted to attend must hold a power of attorney. The meeting can also be registered by letter or fax, subject to the time of arrival in Shijiazhuang.
7、 Other matters
1. The meeting lasted half a day, and the shareholders attending the meeting were responsible for their own transportation, food and accommodation.
2. Contact:
Address: Securities Department of Shijiazhuang Refining and Chemical Co., Ltd
Postal code: 050032
Tel: 0311 － 85161160 Fax: 0311 － 85161234
8、 Documents for future reference
Resolutions and announcements of the 12th meeting of the 4th Board of Directors of the Company;
It is hereby announced.
Attachment: Power of Attorney
Power of Attorney
We hereby entrust Mr. (Ms.) to attend the third extraordinary shareholders' meeting of Shijiazhuang Refining and Chemical Co., Ltd. on behalf of our company (individual) and exercise voting rights on behalf of him.
Name of client: ID card No.:
Number of shares held by the trustor: shareholder account of the trustor:
Signature of trustee: ID card No.:
Scope of authorization:
Signed on:
The principal may give instructions on voting.
If the principal does not give instructions on voting, can the trustee vote according to his own decision:
□ Yes □ No
Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd
November 14, 2007
Stock Code: 000783 Stock Abbreviation: S * ST Shilian No.: 2007-074
Shijiazhuang Refining and Chemical Co., Ltd
Announcement on the Resolutions of the 12th Session of the 4th Board of Directors
The Company and all members of the Board of Directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
The 12th meeting of the 4th Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd. (hereinafter referred to as "the Company") was held at 11:00 a.m. on November 14, 2007 in the conference room on the third floor of the hotel. Bi Jianguo, Chairman of the Board of Directors, Zhang Xiyi, Vice Chairman of the Board of Directors, Zhang Baolin, Qi Hongxiang, Yang Liangyu, Xie Wenbi, Lu Changfu and Gao Purlin, independent directors, attended the meeting. Members of the Board of Supervisors and the Company's management team attended the meeting as nonvoting delegates. The meeting complies with the relevant provisions of the Company Law and the Articles of Association.
The meeting was presided over by Mr. Bi Jianguo, the chairman of the company. According to the relevant provisions of the Shenzhen Stock Exchange Listing Rules, the directors present unanimously agreed to form the following resolutions:
1、 Deliberated and passed the proposal on adjusting the candidates for independent directors of the 5th Board of Directors
Whereas Changjiang Securities Co., Ltd. (hereinafter referred to as "Changjiang Securities"), which is proposed to be merged with new shares, has sent a letter to the Company: Whereas Mr. Xia Bin and Mr. Wang Chao have applied to resign as candidates for independent directors of the Company, the decision was made at the 18th meeting of the 6th Board of Directors of Changjiang Securities and the 4th extraordinary shareholders' meeting in 2007, Changjiang Securities hereby recommends Mr. Wang Mingquan and Mr. Tang Xin as candidates for independent directors of the Company. Meanwhile, Mr. Xia Bin and Mr. Wang Chao are no longer candidates for independent directors of the Company; Such independent director candidates shall take office from the date when the Company's general meeting of shareholders deliberated and approved, the competent authority approved, and the Company's asset sales, targeted share repurchases, and merger by absorption are all completed. Their term of office shall be the same as that of the new board of directors.
In view of the fact that Changjiang Securities, as the recommender, promises and guarantees that such independent director candidates have all the qualifications and conditions to serve as independent directors of the company in their future terms, the board of directors of the company hereby nominates Mr. Wang Mingquan and Mr. Tang Xin as independent director candidates of the company to the general meeting of shareholders of the company, It was also proposed that such independent director candidates should not take office until they were reviewed and approved by the general meeting of shareholders of the company, approved by the competent authority, and completed the settlement of the company's asset sales, targeted share repurchases, and merger by absorption.
(Please refer to the appendix for the resume of the candidate, the statement of the independent director candidate, the statement of the nominator, and the independent opinions of the independent director on the nomination of the candidate.)
The qualification and independence of independent director candidates shall be submitted to Shenzhen Stock Exchange and other relevant departments for review and approval before being submitted to the general meeting of shareholders for review.
Voting results of this proposal: 8 in favor, 0 against, and 0 abstention
2、 The Proposal on Convening the 2007 Third Extraordinary General Meeting of Shareholders of Shijiazhuang Refining and Chemical Co., Ltd. was reviewed and passed
The Board of Directors decided to propose to convene the third extraordinary general meeting of shareholders in 2007 to review the proposal on adjusting the candidates for independent directors of the fifth Board of Directors. See the Notice of Shijiazhuang Refining and Chemical Co., Ltd. on Convening the Third Extraordinary General Meeting of Shareholders in 2007 for the notice of the meeting.
Voting results of this proposal: 8 in favor, 0 against, and 0 abstention
Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd
November 14, 2007
Annex 1: Resume of Independent Director Candidates
Mr. Wang Mingquan is an independent director of Changjiang Securities Co., Ltd. 60 years old, member of the Communist Party of China, master's degree, senior economist. Supervisor of the Graduate Department of the People's Bank of China, part-time professor of Shanghai University of Finance and Economics, part-time professor of the School of Finance of Zhongnan University of Economics and Law. Member of the 9th CPPCC National Committee and alternate member of the 16th CPC Central Committee. He used to be the credit officer of the customs office of the People's Bank of China Wuhan Branch, and the deputy section chief, deputy director, and deputy president of the People's Bank of China Wuhan Branch; Deputy Secretary General of Wuhan Municipal People's Government and Deputy Director of Wuhan Municipal Commission of Restructuring; Deputy Mayor of Wuhan Municipal People's Government and Secretary and Director of the Party Leadership Group of the Foreign Affairs Office; Vice President, member of the Party Leadership Group and Vice Chairman of Bank of Communications, President, Secretary of the Party Committee (Group) and Vice Chairman of Bank of Communications (who also served as Chairman of China Pacific Insurance Company); Chairman and Secretary of the Party Committee (Group) of China Everbright (Group) Corporation (who also served as Chairman and Secretary of the Party Committee of China Everbright Bank; Chairman of Everbright Securities Company; Chairman of Shenyin Wanguo Securities Company); Chairman of the Board of Directors of Hong Kong listed companies China Everbright Holdings Co., Ltd. and China Everbright Technology Co., Ltd.
Related relationship: Mr. Wang Mingquan has not served in any shareholder unit of Shijiazhuang Refining and Chemical Co., Ltd. and Changjiang Securities Co., Ltd., and has no related relationship with the above shareholder units.
Shareholding: Mr. Wang Mingquan does not hold the shares and derivatives of Shijiazhuang Refining and Chemical Co., Ltd.
Punishment: Mr. Wang Mingquan has not received any punishment from China Securities Regulatory Commission and Shenzhen Stock Exchange.
Mr. Tang Xin is an independent director of Changjiang Securities Co., Ltd. 37 years old, associate professor and master's supervisor of Tsinghua University Law School. He has successively obtained bachelor's and master's degrees in the Law School of Renmin University of China, and a doctor's degree in civil and commercial law in 1998. From 1998 to 2000, he engaged in postdoctoral research and served as a teacher in the School of Law of Peking University, and was awarded the title of "Top Ten Teachers" in the School of Law of Peking University in 1999. After 2000, he taught in the School of Law of Tsinghua University. In 2002, he was awarded the title of "Advanced Worker" by the School of Law of Tsinghua University. In 2004, he was awarded the "Outstanding Young Teacher Teaching Award of Tsinghua University" and the first prize of "Outstanding Class (Grade) Director of Tsinghua University". In 2002, he visited the University of Washington Law School in the United States for research, and his research topic was "Modernization of corporate governance structure"; In 2007, he was invited to teach the courses of "Securities Law" and "Corporate Governance" in the Law School of Taiwan University and the Law School of Columbia University in the United States. His main research interests are commercial law and civil law, and he has written many monographs and papers. He has been invited to attend international academic conferences and make keynote speeches in famous universities in the United States, Britain, Germany, Japan, South Korea and other countries for many times, participated in the drafting and argumentation of economic and financial laws, regulations and judicial interpretations, and participated in the drafting and revision of the Administrative Measures for the Acquisition of Listed Companies for the "Four Five Year Plan" of the China Securities Regulatory Commission. Arbitrator of Beijing, Tianjin and Zhuhai Special Economic Zone Arbitration Commission, Harvest Fund Management Company and Guangdong Zhaoqing Xinghu Technology Independent director of a joint stock limited company.
Related relationship: Mr. Tang Xin does not work in the shareholder units of Shijiazhuang Refining and Chemical Co., Ltd. and Changjiang Securities Co., Ltd., nor does he have any related relationship with the shareholder units of the above companies.
Shareholding: Mr. Tang Xin does not hold the shares of Shijiazhuang Refining and Chemical Co., Ltd. and its derivatives.
Punishment: Mr. Tang Xin has not received any punishment from China Securities Regulatory Commission and Shenzhen Stock Exchange.
Attachment 2:
Statement of Nominators of Independent Directors of Shijiazhuang Refining and Chemical Co., Ltd
The Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd., the nominee, hereby makes a public statement on the nomination of Mr. Wang Mingquan and Mr. Tang Xin as candidates for independent directors of the fifth Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd. The nominee, together with Shijiazhuang Refining and Chemical Co., Ltd Changjiang Securities Co., Ltd. has no relationship that affects the independence of the nominees. The specific statement is as follows:
This nomination is made after fully understanding the nominee's occupation, educational background, professional title, detailed work experience, and all part-time jobs (see the appendix for the detailed resume of the nominee). The nominee has agreed in writing to serve as the independent director candidate of the 5th Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd. (Appendix: Statement of Independent Director Candidate), The nominee believes that the nominee:
1、 In accordance with laws, regulations and other relevant provisions, they are qualified to serve as directors of listed companies;
2、 Comply with the requirements of the Articles of Association of Shijiazhuang Refining and Chemical Co., Ltd;
3、 Have the independence required by the Guiding Opinions on the Establishment of Independent Director System in Listed Companies and the Governance Standards for Securities Companies (for Trial Implementation) of the CSRC:
1. The nominees and their immediate family members, as well as their major social relations, do not work in Shijiazhuang Refining and Chemical Co., Ltd. and its affiliated enterprises;
2. The nominees and their immediate relatives are not shareholders who directly or indirectly hold 1% or more of the issued shares of our company; Not the top ten shareholders of our company;
3. The nominees and their immediate family members do not work in the shareholder units that directly or indirectly hold 5% or more of the issued shares of our company; Nor serve in the top five shareholder units of our company;
4. The nominee does not have any of the circumstances listed in the preceding three paragraphs within the last year;
5. The nominee is not a person who provides financial, legal, consulting and other services for our company or its subsidiaries;
6. The nominee has not obtained additional and undisclosed interests from Shijiazhuang Refining and Chemical Co., Ltd. or its major shareholders or interested institutions and personnel;
7. The nominee does not serve as a director or independent director in other securities companies.
4、 Including Shijiazhuang Refining and Chemical Co., Ltd., the number of listed companies whose nominees also serve as independent directors does not exceed 5.
The Proposer guarantees that the above statement is true, accurate and complete, without any false statements and misleading elements. The Proposer is fully aware of the possible consequences of making a false statement.
Nominator: Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd
November 14, 2007
Statement of Candidates for Independent Directors of Shijiazhuang Refining and Chemical Co., Ltd
The declarants, Mr. Wang Mingquan and Mr. Tang Xin, as candidates for independent directors of the 5th Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd., hereby publicly declare that there is no relationship between me and Shijiazhuang Refining and Chemical Co., Ltd. and Changjiang Securities Co., Ltd. that will affect my independence during my tenure as an independent director of the company, The specific statement is as follows:
1. I, my immediate family members and main social relations do not work in the company and its subsidiaries;
2. I and my immediate family members do not directly or indirectly hold 1% or more of the issued shares of the company;
3. I and my immediate family members are not the top ten shareholders of the company;
4. I and my immediate family members do not work in a company that directly or indirectly holds 5% or more of the company's shareholders;
5. I and my immediate family members do not work in the top five shareholder units of the company;
6. I do not have any of the circumstances listed in the preceding five items in the last year;
7. I have not provided the company or its affiliated enterprises with financial, legal, consulting and other services;
8. I have not obtained any additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel;
9. I meet the requirements of the Articles of Association.
In addition, including Shijiazhuang Refining and Chemical Co., Ltd., the number of listed companies in which I also serve as an independent director does not exceed 5, and I do not serve as a director or independent director of any other securities company.
I am fully aware of the responsibilities of independent directors, and I guarantee that the above statement is true, accurate and complete, without any false statements and misleading elements. I am fully aware of the possible consequences of making a false statement, and the CSRC can confirm my qualifications and independence based on this statement. During my tenure as an independent director of the company, I will comply with the requirements of the rules, regulations and notices issued by the China Securities Regulatory Commission, ensure that I have enough time and energy to perform my duties, make independent judgments, and will not be affected by the company's major shareholders, actual controllers or other units and individuals who have an interest in the company.
Declarer: Wang Mingquan, Tang Xin
November 14, 2007
Annex 3:
Shijiazhuang Refining and Chemical Co., Ltd
Independent directors' opinions on adjusting the independent directors of the 5th Board of Directors
The 12th meeting of the 4th Board of Directors of Shijiazhuang Refining and Chemical Co., Ltd. (hereinafter referred to as "the Company") reviewed the Proposal on Adjusting Candidates for Independent Directors of the 5th Board of Directors, and the Board of Directors of the Company has submitted relevant materials to me We hereby express our independent opinions on the above matters as follows:
Agree the Company to adjust the list of candidates for independent directors of the 5th Board of Directors, and the candidate nomination procedures comply with relevant regulations; The candidate's qualifications meet the requirements for serving as a director of a listed company, is competent for the duties of the post, has not violated the provisions of the Company Law, and has been identified by the CSRC as a person prohibited from entering the market and has not been lifted.
Independent directors (signature): Xie Wenbi, Lu Changfu, Gao Purlin
November 14, 2007
