Annual Report 2012

(2) THE PROPOSED ISSUANCE OF A SHARE
CONVERTIBLE BONDS OF NO MORE
THAN RMB 30 BILLION.
On 12 October 2011, Sinopec Corp. held
the first extraordinary general meeting
of Sinopec Corp. for the year 2011.
During the meeting, “Proposal Regarding
Issuance of A Share Convertible Bonds
and Other Related Matters” (the “CB
Proposal”) was considered and approved.
For further details, please refer to the
announcement of Sinopec Corp. dated
16 August 2011, published in China
Securities Journal, Shanghai Securities
News and Securities Times. The proposed
issuance was conditionally approved
by the China Securities Regulatory
Commission (the “SRC”) in 23 March
2012. On 11 October 2012, the Third
Meeting of the Fifth Session of Board of
Directors of Sinopec Crop. resolved to
submit a proposal to the general meeting
to extend the validity of the CB
Proposal, from the date of expiration
to 11 October 2013.
(3) HOLDERS OF HKD 11.7 BILLION H
SHARE CONVERTIBLE BONDS ISSUED
BY THE COMPANY AND NUMBER OF
BONDS HELD
Name of holder
As at
31 December 2012
Number of
bonds held
Euroclear 6,628,930
Clearstream 4,976,810
3 CORPORATE BONDS ISSUED & INTEREST
PAYMENTS
On 24 February 2004, Sinopec Corp. issued
domestic corporate bonds of RMB 3.5 billion
with a term of 10 years. The credit rating of
the bonds was AAA with fixed annual interest
rate at 4.61%. On 28 September 2004, the
bonds were listed on the Shanghai Stock
Exchange. For further details, please refer
to the relevant announcements published in
mainland China newspapers, namely China
Securities Journal, Shanghai Securities
News, Securities Times, and in Hong Kong,
namely South China Morning Post, Hong
Kong Economic Times on 24 February 2004
and 28 September 2004 respectively. On 25
February 2013, Sinopec Corp. had paid in
full the interest accrued for the ninth interest
payment year.
On 20 February 2008, Sinopec Corp. issued
domestic bonds with warrants of RMB 30
billion. The term of bonds is six years with
fixed annual interest rate at 0.8%. On 4
March 2008, the bonds were listed on the
Shanghai Stock Exchange. For further details,
please refer to the relevant announcements
published in China Securities Journal,
Shanghai Securities News, Securities Times
on 18 February 2008. The proceeds had
been fully used in the projects in accordance
with the prospectus. On 20 February 2013,
Sinopec Corp. had paid in full the interest
accrued for the fifth interest payment year.
On 21 May 2010, Sinopec Corp. issued 5-year
term and 10-year term domestic corporate
bonds which amounted to RMB 11 billion
and RMB 9 billion with a fixed annual interest
rate of 3.75% and 4.05% respectively. On 9
June 2010, the above-mentioned corporate
bonds were listed on the Shanghai Stock
Exchange. For further details, please refer
to the relevant announcements published in
China mainland newspapers, namely China
Securities Journal, Shanghai Securities News,
and Securities Times on 19 May 2010. By
23 May 2012, Sinopec Corp. had paid in full
the interest accrued for the second interest
payment year.
On 1 June 2012, Sinopec Corp. issued 5-year
term and 10-year term domestic corporate
bonds which amounted to RMB 13 billion
and RMB 7 billion with a fixed annual interest
rate of 4.26% and 4.90% respectively. On 13
June 2012, the above-mentioned corporate
bonds were listed on the Shanghai Stock
Exchange. For further details, please refer
to the relevant announcements published in
China mainland newspapers, namely China
Securities Journal, Shanghai Securities News,
and Securities Times on 30 May 2012.
4 THE INCREASED SHARE HOLDINGS
OF SINOPEC A SHARE BY CHINA
PETROCHEMICAL CORPORATION
On 9 January 2012, China Petrochemical
Corporation increased its shareholding of
Sinopec A share by 39,083,199 shares
by purchasing shares via the transaction
system of the Shanghai Stock Exchange.
After that, China Petrochemical Corporation
directly and indirectly holds an aggregate of
66,222,627,692 shares of Sinopec Corp.,
accounting for 76.28% of total shares of
Sinopec Corp. issued as of 31 December
2012. From 9 January 2012 to 8 January
2013, China Petrochemical Corporation did
not further increase or decrease its holdings
of Sinopec Corp.. For further details, please
refer to the announcement published in
China mainland newspapers, namely China
Securities Journal, Shanghai Securities News,
and Securities Times on 9 January 2013.
5 PERFORMANCE OF THE COMMITMENTS BY
CHINA PETROCHEMICAL CORPORATION,
WHICH HOLDS OVER 5% SHAREHOLDINGS
OF SINOPEC CORP.
(1) By the end of the reporting period, the
major undertakings made by China
Petrochemical Corporation include:
i compliance with the connected
transaction agreements;
ii solving the issues regarding legality
of the certificates for the land use
rights and certificates for the property
ownership rights within a specified
period of time;
iii implementation of the Re-organization
Agreement (for definition, please
refer to prospectus in relation to the
offering of H shares);
iv granting licenses for intellectual
property rights;
v avoiding the competition with the
Company;
vi abandonment of business competition
and conflict of interests with
Sinopec Corp.
The details of the above-mentioned
commitments were included in the
prospectus in relation to the offering
of A shares of Sinopec Corp., which
was published in China Securities
Journal, Shanghai Securities
News and Securities Times on
22 June 2001;
vii On 27 October 2010, Sinopec
Corp. disclosed through a public
announcement that, considering the
major refining business of China
Petrochemical Corporation has been
injected into Sinopec Corp., China
Petrochemical Corporation undertook
to dispose of its minor remaining
refining business within 5 years
to eliminate the competition with
Sinopec Corp. in terms of the
refining business.
31
CHINA PETROLEUM & CHEMICAL CORPORATION Annual Report 2012
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