Annual Report 2012
Annual Report 2012
Annual Report 2012
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Financial Statements (International)<br />
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)<br />
for the year ended 31 December <strong>2012</strong><br />
29 SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)<br />
Notes: (Continued)<br />
(e) On 1 March 2011, the Company issued convertible bonds due 2017 with an aggregate principal amount of RMB 23 billion in the PRC (the “2011 Convertible Bonds”).<br />
The 2011 Convertible Bonds are issued at par value of RMB 100 and bear a fixed interest rate of 0.5% per annum for the first year, 0.7% for the second year, 1.0%<br />
for the third year, 1.3% for the fourth year, 1.8% for the fifth year and 2.0% for the sixth year, payable annually. The holders can convert the 2011 Convertible Bonds<br />
into shares of the Company from 24 August 2011 onwards at an initial conversion price of RMB 9.73 per share, subject to adjustment for, amongst other things,<br />
cash dividends, subdivision or consolidation of shares, bonus issues, issue of new shares, rights issues, capital distribution, change of control and other events which<br />
have an effect on the issued share capital of the Company (the “Conversion Option”). Unless previously redeemed, converted or purchased and cancelled, the 2011<br />
Convertible Bonds will be redeemed within 5 trading days after maturity at 107% of the principal amount, including interest for the sixth year. The initial carrying<br />
amounts of the liability component and the derivative component, representing the Conversion Option of the 2011 Convertible Bonds, were RMB 19,279 million and<br />
RMB 3,610 million, respectively.<br />
During the term of the 2011 Convertible Bonds, the conversion price may be subject to downward adjustment that if the closing prices of the Company’s A Shares in<br />
any fifteen trading days out of any thirty consecutive trading days are lower than 80% of the prevailing conversion price, the board of directors may propose downward<br />
adjustment to the conversion price subject to the shareholders’ approval. The adjusted conversion price shall be not less than (a) the average trading price of the<br />
Company’s A Shares for the twenty trading days prior to the shareholders’ approval, (b) the average trading price of the Company’s A Shares on the day immediately<br />
before the shareholders’ approval, (c) the net asset value per share based on the latest audited financial statements prepared under ASBE, and (d) the nominal value<br />
per share.<br />
As at 31 December <strong>2012</strong>, the carrying amounts of the liability component and the derivative component were RMB 20,104 million (2011: RMB 20,017 million) and<br />
RMB 2,462 million (2011: RMB 2,610 million), respectively.<br />
During the year ended 31 December <strong>2012</strong>, the conversion price of the 2011 Convertible Bonds was adjusted to RMB 6.98 per share as a result of the final dividends<br />
for the year ended 31 December 2011 and the interim dividends for the year ended 31 December <strong>2012</strong> declared and paid during the year.<br />
During the year ended 31 December <strong>2012</strong>, RMB 857,033 thousand of the 2011 Convertible Bonds were converted into 117,724,450 A shares of the Company.<br />
As at 31 December <strong>2012</strong> and 2011, the fair value of the derivative component of the 2011 Convertible Bonds was calculated using the Binomial Model. The followings<br />
are the major inputs used in the Binomial Model:<br />
172<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong> CHINA PETROLEUM & CHEMICAL CORPORATION<br />
<strong>2012</strong> 2011<br />
Stock price of A shares RMB 6.92 RMB 7.18<br />
Conversion price RMB 6.98 RMB 7.28<br />
Credit spread 120 basis points 180 basis points<br />
RMB onshore swap rate 3.66% 2.81%<br />
Any change in the major inputs into the Binomial Model will result in changes in the fair value of the derivative component. The changes in the fair value of the<br />
derivative component from 31 December 2011 to 31 December <strong>2012</strong> resulted in an unrealised loss of RMB 19 million (2011: an unrealised gain of RMB 1,000<br />
million), which has been recorded in the “finance costs” section of the consolidated income statement for year ended 31 December <strong>2012</strong>.<br />
The initial carrying amount of the liability component of the 2011 Convertible Bonds is the residual amount, which is after deducting the allocated issuance cost of<br />
the 2011 Convertible Bonds relating to the liability component and the fair value of the derivative component as at 1 March 2011. Interest expense is calculated using<br />
the effective interest method by applying the effective interest rate of 5.10% to the adjusted liability component. Should the aforesaid derivative component not been<br />
separated out and the entire 2011 Convertible Bonds been considered as the liability component, the effective interest rate would have been 2.07%.