Form 20-F

X

Form 40-F

Yes

No

X

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

 

 

 

	By Order of the Board
	China Petroleum & Chemical Corporation
	Huang Wensheng
	Secretary to the Board of Directors

 

 

 

 

 

Announcement 2

 

 

 

 

 

 

 

 

 

 

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DEFINITIONS				1
LETTER FROM THE BOARD				4
I.	INTRODUCTION			4
II.	PROPOSED PAYMENT OF CASH DIVIDENDS			5
III.	PROPOSED BONUS ISSUE OF SHARES			5
	1.	Conditions of the Bonus Issue of Shares	5
	2.	Status of the New Bonus Shares and Fractional Entitlement	6
	3.	Expected Timetable	6
	4.	Effect to the Shareholding Upon the Completion of Bonus Issue of Shares	7
	5.	Overseas Shareholders	7
	6.	Application for Listing	8
	7.	Reasons for the Bonus Issue of Shares	9
	8.	Closure of Books	9
	9.	Share Certificates	9
	10.	Statement to be made on acquisition of Shares	9
	11.	Documents Available for Inspection	10
	12.	Possible adjustment to the conversion prices of the A Share and H Share convertible bonds	10
IV.	TAXATION		11
V.	RECOMMENDATION OF THE BOARD OF DIRECTORS		12
VI.	ANNUAL GENERAL MEETING AND CLASS MEETINGS		12

 

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“Articles of Association”		articles of association of Sinopec Corp.;
“A Shares”		A Shares with nominal value of RMB1.00 each in the share capital of Sinopec Corp. which are listed on the Shanghai Stock Exchange;
“A Shareholder(s)”		Holder(s) of A Shares;
“Annual General Meeting”/ “AGM”		the annual general meeting of Sinopec Corp. to be convened on or around Wednesday, 29 May 2013, to, among other things, consider and, if thought fit, approve the payment of Cash Dividends, and the Bonus Issue of Shares;
“Board”		the board of directors of Sinopec Corp.;
“Bonus A Shares”		new A Shares to be allotted and issued under the Bonus Issue of Shares;
“Bonus H Shares”		new H Shares to be allotted and issued under the Bonus Issue of Shares;
“Bonus Issue of Shares”		the issue of (i) 1 new Share for every 10 existing Shares to the Shareholders on the register of members of the Company on the Record Date by way of the capitalization of the share premium of the Company; and (ii) 2 new Shares for every 10 existing Shares to the Shareholders on the register of members of the Company on the Record Date by way of the capitalization of the retained earnings of the Company for year 2012, which is to be approved by the Shareholders at the AGM and the Class Meetings;
“Bonus Shares”		Bonus A Shares and Bonus H Shares;
“Cash Dividends”		has the meaning ascribed thereto under the section headed “Proposed Payment of Cash Dividends” in this circular;
“CCASS”		the Central Clearing and Settlement System established and operated by HKSCC;
“Class Meetings”		the class meeting of A Shareholders to be held immediately after the conclusion of the AGM and the class meeting for H Shareholders to be held immediately after the conclusion of the said class meetings of A Shareholders;

“Company”/“Sinopec Corp”		China Petroleum & Chemical Corporation, a joint stock limited company incorporated in the PRC with limited liability;
“Company Law”		Company Law of the PRC (中華人民共和國公司法), as adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress of the PRC on 29 December 1993, effective from 1 July 1994, as amended, supplemented or otherwise modified from time to time;
“Directors”		the directors of Sinopec Corp.;
“H Shares”		overseas listed foreign shares with nominal value of RMB1.00 each in the share capital of Sinopec Corp. which are listed on Stock Exchange and traded in Hong Kong dollars;
“H Shareholder(s)”		Holder(s) of H Shares;
“H Shareholders Class Meeting”		the first H shareholders class meeting of Sinopec Corp. for year 2013
“HK$” or “$”		Hong Kong Dollars, the lawful currency of Hong Kong;
“HKSCC”		Hong Kong Securities Clearing Company Limited, a wholly owned subsidiary of Hong Kong Exchanges and Clearing Limited;
“Hong Kong”		the Hong Kong Special Administrative Region of the People’s Republic of China;
“Latest Practicable Date”		8 April 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;
“Hong Kong Listing Rules”		the Rules Governing the Listing of Securities on the Stock Exchange;
“Listing Committee”		the listing committee of the board of directors of the Stock Exchange;
“Overseas Shareholders”		Shareholder(s) whose address(es) as stated in the register of holders of H Shares of the Company is/are outside Hong Kong;
“PRC” or “China”		the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan;
“Receiving Agent”		has the meaning ascribed thereto under the section headed “Taxation” in this circular;

“Record Date”		means on Tuesday, 18 June 2013, being the record date in respect of holders of H Shares and A Shares by reference to which entitlements to the Bonus Issue of Shares and payment of the Cash Dividends will be determined;
“RMB”		the lawful currency of the People’s Republic of China;
“Share(s)”		ordinary shares in the capital of Sinopec Corp. with a nominal value of RMB1.00 each, comprising the A Shares and the H Shares
“Shareholders”		holder(s) of the Company’s share(s); and
“Stock Exchange”		The Stock Exchange of Hong Kong Limited.

 

 

LETTER FROM THE BOARD

 

 

Executive Directors:	Registered Office:
Wang Tianpu	22 Chaoyangmen North Street
Zhang Jianhua	Chaoyang District
Wang Zhigang	Beijing 100728
Cai Xiyou	People’s Republic of China
Dai Houliang
Non-Executive Directors:
Fu Chengyu
Zhang Yaocang
Cao Yaofeng
Li Chunguang
Liu Yun
Independent Non-Executive Directors:
Chen Xiaojin
Ma Weihua
Jiang Xiaoming
Andrew Y.Yan
Bao Guoming
	10 April 2013

 

 

 

PROPOSED PAYMENT OF CASH DIVIDENDS

 

PROPOSED BONUS ISSUE OF SHARES

 

 

I.	INTRODUCTION

 

 

II.	PROPOSED PAYMENT OF CASH DIVIDENDS

 

 

III.	PROPOSED BONUS ISSUE OF SHARES

 

 

 

1.	Conditions of the Bonus Issue of Shares

 

 

(i)

the approval of the Shareholders of the Company at the AGM of the Company;

 

(ii)

the approval of the H Shareholder and A Shareholders at each of the Class Meetings of the Company; and

 

(iii)

the approval granted by the Stock Exchange for the listing of, and permission to deal in, the new Bonus H Shares to be issued under the Bonus Issue of Shares.

 

 

Warning of Risks of Dealing in the H Shares

 

 

2.	Status of the New Bonus Shares and Fractional Entitlement

 

 

 

3.	Expected Timetable

 

 

AGM and Class Meetings	Wednesday, 29 May 2013
Last day of dealings in H Shares on a cum-entitlement basis	Friday, 7 June 2013
First day of dealings in H Shares on an ex-entitlement basis	Monday, 10 June 2013

 

Latest time for lodging transfer of shares for entitlement to the Bonus Issue of Shares and the Cash Dividends	4:30 p.m. on Tuesday, 11 June 2013
Book Closure Period (both days inclusive)	Wednesday, 12 June to Tuesday, 18 June 2013
Record Date	Tuesday, 18 June 2013
Register of members of the Company re-opens	Wednesday, 19 June 2013
Share Certificates of Bonus H Shares expected to be
despatched on or around	Tuesday, 25 June 2013
Dealings in the Bonus H Shares expected to commence	Wednesday, 26 June 2013

 

4.	Effect to the Shareholding Upon the Completion of Bonus Issue of Shares

 

 

		Latest Practicable Date								Immediately upon completion of the Bonus Issue of Shares
		Number of Shares				%				Number of Shares				%
A Shares			70,039,860,047				78.11				91,051,818,061				78.11
H Shares			19,625,722,000				21.89				25,513,438,600				21.89
Total			89,665,582,047				100				116,565,256,661				100

 

 

5.	Overseas Shareholders

 

 

 

 

6.	Application for Listing

 

 

 

 

 

7.	Reasons for the Bonus Issue of Shares

 

 

8.	Closure of Books

 

 

9.	Share Certificates

 

 

10.	Statement to be made on acquisition of Shares

 

(i)

the acquirer of Shares agrees with the Company and each of its shareholder, and  the Company agrees with each shareholder, to observe and comply with the Company Law, the Special Regulations of the State Council Concerning Floatation and  Listing Abroad  of Stocks by Listed Stock Companies and its Articles of Association;

 

(ii)

the acquirer of Shares agrees with the Company, each of its shareholders, Directors, Supervisors, presidents and officers, and itself (acting for the Company and for each Director, Supervisor, Presidents and officer) agrees with each shareholder, to refer all differences and claims arising from its Articles of Association or any rights or obligations conferred or imposed by the Chinese Company Law or other relevant  laws  and administrative regulations concerning the affairs of the Company to arbitration in accordance with its Articles of Association. Any reference to arbitration will be deemed to authorize the arbitration tribunal to conduct its hearing in open session and to publish its award. Such arbitration will be final and conclusive;

 

(iii)

the acquirer of Shares agrees with the Company of its shareholders that H Shares in the Company are freely transferable by the holder of such Shares; and

 

(iv)

the acquirer of Shares authorizes the Company to enter into a contract on his behalf with each Director and officer whereby such Directors and officers undertake to observe and comply with their obligations to shareholders stipulated in its Articles of Association.

 

11.	Documents Available for Inspection

 

 

(i)

Articles of Association;

 

(ii)

the annual reports of the Company for the two years ended 31 December 2012;

 

(iii)

circular of the Company dated 10 April 2013 in relating to proposed amendments to the Articles of Association, proposed changes in auditor and notice of AGM and notice of H Shareholders Class Meeting; and

 

(iv)

this circular.

 

12.	Possible adjustment to the conversion prices of the A Share and H Share convertible bonds

 

IV.

TAXATION

 

 

 

 

 

 

V.	RECOMMENDATION OF THE BOARD OF DIRECTORS

 

 

VI.	ANNUAL GENERAL MEETING AND CLASS MEETINGS

 

 

	By order of the Board
	China Petroleum & Chemical Corporation
	Huang Wensheng
	Secretary to the Board of Directors

 

 

 

#	Executive Director

 

*	Non-executive Director

 

+	Independent Non-executive Director

 

 

Number of Shares related to this proxy form(Note 1)

 

 

I (We)(note  2)
of
being the holder(s) of
H Share(s)/A Share(s)(note 3) of RMB1.00 each of China Petroleum & Chemical Corporation (“Sinopec Corp.”) now
appoint(note 4)

 

	Ordinary Resolutions	For(Note 5)	Against(note 5)
1	To consider and approve the Report of the Board of Directors of Sinopec Corp. for the year 2012.
2	To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for the year 2012.
3	To consider and approve the audited financial reports and audited consolidated financial reports of Sinopec Corp. for the year ended 31 December 2012.
4	To authorise the Board of Directors of Sinopec Corp. (the “Board”) to determine the interim profit distribution plan of Sinopec Corp. for the year 2013.
5	To consider and approve the appointment of Pricewaterhouse Coopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as external auditors of Sinopec Corp. for the year 2013, respectively, and to authorise the Board to determine their remunerations.
	Special Resolutions	For(note 5)	Against(note 5)
6	To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2012.
7	To approve the proposed amendments to the articles of association of Sinopec Corp., and to authorise the secretary to the Board to, on behalf of Sinopec Corp., deal with all procedural requirements such as applications, approvals, registrations and filings in relation to the proposed amendments to the articles of association (including cosmetic amendments as requested by the regulatory authorities).
8	To extend the term of validity of the Proposal Regarding issuance of RMB30 billion A Share Convertible Bonds and Other Related Matters.
9	To authorise the Board to determine the proposed plan for the issuance of debt financing instrument(s).
10	To grant to the Board a general mandate to issue new domestic shares and/or overseas listed foreign shares.

Date:

2013

Signature(s):

(note 7)

 

1.		Please insert the number of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of Sinopec Corp. registered in your name(s).
2.		Please insert full name(s) and address(es) in BLOCK LETTERS.
3.		Please delete as appropriate.
4.		Please insert the name and address of your proxy. If this is left blank, the chairman of the AGM will act as your proxy. One or more proxies, who may not be member(s) of Sinopec Corp., may be appointed to attend and vote in the meeting provided that such proxies must attend the meeting in person on your behalf. Any alteration made to this proxy form must be signed by the signatory.
5.		Attention: If you wish to vote FOR any resolution, please indicate with a “F” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “F” in the appropriate space under “Against”. In the absence of any such indication, the proxy will vote or abstain at his discretion.
6.		This form of proxy must be signed under hand by you or your attorney duly authorised in writing on your behalf. If the appointor is a legal person, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
7.		In the case of joint holders of shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person, whose name stands first on the register of members of the Company in respect of such share shall be accepted.
8.		This form of proxy together with the power of attorney or other authorization document(s) which have been notarised must be delivered, in the case of holders of A shares, to Sinopec Corp. at 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, the People’s Republic of China or, in the case of holders of H Shares, to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 24 hours before the time designated for the holding of the on-site AGM.

 

 

I(We)(1)
of			Tel. No.:

 

 

Signature(s):

 

Date:

 

 

1.		Please insert full name(s) (in Chinese or in English) and registered address(es) (as shown in the register of members) in block letters.
2.		Please insert the number of shares registered under your name(s).
3.		The completed and signed reply slip should be delivered to Sinopec Corp. by post, by fax or by hand at 22 Chaoyangmen North Street Chaoyang District, Beijing 100728, PRC (or via fax no.: (+86)10 5996 0386) such that the same shall be received by Sinopec Corp. on or before Thursday, 9 May 2013. Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the AGM.

 

 

Attachment 4 to Announcement 3

 

 

	China Petroleum & Chemical Corporation
	By:  /s/ Huang Wensheng
	Name:  Huang Wensheng
	Title:  Secretary to the Board of Directors