Annual Report 2012

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Significant Events SIGNIFICANT EVENTS (CONTINUED) 34 Annual Report 2012 CHINA PETROLEUM & CHEMICAL CORPORATION Specific statements and independent opinions from independent non-executive directors regarding external guarantees provided by Sinopec Corp. during and by the end of 2012: We, as independent non-executive directors of Sinopec Corp., hereby make the following statements after conducting a thorough check of external guarantees provided by Sinopec Corp. accumulated up to and during 2012 in accordance with the requirements of the domestic regulatory authorities: Sinopec Corp. did not provide any extended guarantees during the reporting period, with the balance of external guarantees decreased by RMB 795 million on a year-on-year basis. The external guarantees prior to 2012 had been disclosed in the 2011 annual report of Sinopec corp.. The balance of external guarantees provided by the Company accumulated up to the year of 2012 were RMB 3.672 billion, accounting for approximately 0.72% of the Company’s net assets. We hereby present the following opinions: Sinopec Corp. shall continue to strengthen its management, actively monitor guarantee risks, and strictly follow the approval and disclosure procedures in relation to guarantee businesses for any new external guarantees provided thereafter. 8 GENERAL MEETINGS OF SHAREHOLDERS During the reporting period, Sinopec Corp. held two general meetings of shareholders in strict compliance with the procedures of notification, convening, holding of shareholders’ meetings as stipulated by relevant laws, rules and regulations and the Articles of Association of Sinopec Corp., namely the 2011 annual general meeting and the first extraordinary general meeting held in Beijing respectively on 11 May 2012, 16 October 2012. For details, please refer to announcements on resolutions published in China Securities Journal, Shanghai Securities News, Securities Times on the next day of the relevant general meetings and on the websites of the Stock Exchange of Hong Kong Limited. 9 ASSETS TRANSACTIONS Please refer to the “other significant connected transactions occurred during this year”. 10 MATERIAL LITIGATIONS AND ARBITRATIONS During the reporting period, the Company was not involved in any material litigations or arbitrations. 11 INSOLVENCY AND RESTRUCTURING During the reporting period, the Company was not involved in any insolvency or restructuring matters. 12 OTHER MATERIAL CONTRACTS Sinopec Corp. did not have any material contacts entered during the reporting period which has not been disclosed as required. 13 TRUSTEESHIP, CONTRACTING AND LEASE During the reporting period, Sinopec Corp. was not involved in any events regarding significant trusteeship, contracting or lease of any other company’s assets, nor placing its assets to or under any other companies’ trusteeship, contracting or lease which has not been disclosed as required.
14 ENTRUSTED ASSET MANAGEMENT AND ENTRUSTED LOAN To optimize the operation of capital within the Company and reduce overall cost of capital, Sinopec Corp. was approved to grant entrusted loan to its subsidiaries, Sinopec Zhanjiang Dongxing Petrochemical Co., Ltd and Sinopec Hainan Oil Refining and Chemical Co., Ltd, at the 12th session of the fourth Board of Directors. The loan amount Borrower Amount Term Annual interest (RMB100 million) Starting from to rate Sinopec Zhanjiang Dongxing Petrochemical Co., Ltd 20 (notes) 28 March 2011 28 March 2012 4.2 % Notes: the above-mentioned loan has been repaid during the reporting period. 15 DEPOSITS AT SINOPEC FINANCE CO., LTD. To regulate the connected transactions between Sinopec Corp. and Sinopec Finance Co., Ltd. (hereby referred to as “Sinopec Finance”) and to secure the safety and liquidity of Sinopec Corp.’s deposits at Sinopec Finance, Sinopec Corp. and Sinopec Finance jointly formulated the “Rules Concerning Risk Control on Connected Transactions of China Petroleum & Chemical Corporation and Sinopec Finance Co., Ltd.”, incorporating the Company’s risk control system and the risk handling provisional procedures, which provides prevention against assets risk and ensures Sinopec Corp.’s discretion in dealing with its deposits in Sinopec Finance. In the meantime, China Petrochemical Corporation, as the controlling shareholder of Sinopec Finance, undertook that it would, in the event of emergency whereby Sinopec Finance has difficulties to make payments, according to the actual needs to resolve the payment problem that Sinopec Finance may encounter, help to increase the capital of Sinopec Finance. The deposit amount is strictly within the cap of the deposits with regard to the continuing incurred in a calendar year shall be no more than RMB 10 billion, with the entrusted loan interest rate not lower than the deposit rate of commercial banks for the same period. Such entrusted loan constitutes a continuing connected transaction stated in Section 14A of Hong Kong Listing Rules. The details for the entrusted loan during the reporting period are as follows: connected transactions, which was approved at the general meeting of shareholders. In daily operations, Sinopec Corp. can withdraw the total amount of the savings deposited at Sinopec Finance. 16 ASSETS MORTGAGE None 17 THE APPROPRIATION OF NON- OPERATIONAL FUNDS BY THE SUBSTANTIAL SHAREHOLDER AND ITS AFFILIATED PARTIES Not applicable 18 THE DETAILED IMPLEMENTATION OF THE SHARE INCENTIVE SCHEME DURING THE REPORTING PERIOD Sinopec Corp. did not implement any share incentive scheme during the reporting period. 19 WHETHER THE COMPANY IS INCLUDED IN THE LIST OF ENTERPRISES CAUSING SERIOUS POLLUTION ANNOUNCED BY ENVIRONMENTAL PROTECTION AUTHORITY No 35 CHINA PETROLEUM & CHEMICAL CORPORATION Annual Report 2012 Significant Events
Page 3 and 4: CONTENTS 2 Company Profile 3 Princi
Page 5 and 6: PRINCIPAL FINANCIAL DATA AND INDICA
Page 7 and 8: 2 FINANCIAL INFORMATION EXTRACTED F
Page 9 and 10: (2) Information disclosed by the sh
Page 11: Sinopec Corp.’s development accel
Page 14 and 15: Business Review and Prospects BUSIN
Page 21 and 22: MANAGEMENT’S DISCUSSION AND ANALY
Page 23 and 24: The following table shows the opera
Page 25 and 26: In 2012, refining margin was RMB 15
Page 27 and 28: As at 31 December 2012, the Company
Page 29: (2) Financial data prepared under A
Page 33 and 34: (2) THE PROPOSED ISSUANCE OF A SHAR
Page 39 and 40: CONNECTED TRANSACTIONS 1 AGREEMENTS
Page 41: Decision-making procedures: The maj
Page 44 and 45: Corporate Governance CORPORATE GOVE
Page 51 and 52: REPORT OF THE BOARD OF DIRECTORS Th
Page 53 and 54: 6 DIVIDEND During this report perio
Page 55 and 56: 16 RISK FACTORS In the course of it
Page 57 and 58: Firstly, the Board of Directors dil
Page 59 and 60: DIRECTORS, SUPERVISORS, SENIOR MANA
Page 61 and 62: Li Chunguang Dai Houliang Liu Yun L
Page 63 and 64: The Members of the Fourth Session o
Page 65 and 66: Zou Huiping Zou Huiping, aged 52, S
Page 67 and 68: The Members of the Fourth Session o
Page 69 and 70: Lei Dianwu Ling Yiqun Lei Dianwu, a
Page 71 and 72: THE BREAKDOWN ACCORDING TO THE MEMB
Page 73 and 74: REPORT OF THE PRC AUDITOR All Share
Page 75 and 76: BALANCE SHEET as at 31 December 201
Page 77 and 78: INCOME STATEMENT for the year ended
Page 79 and 80: CASH FLOW STATEMENT for the year en
Page 81 and 82: STATEMENT OF CHANGES IN EQUITY for
Page 83 and 84: NOTES TO THE FINANCIAL STATEMENTS (
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NOTES TO THE FINANCIAL STATEMENTS (
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(B) FINANCIAL STATEMENTS PREPARED U
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CONSOLIDATED BALANCE SHEET as at 31
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CONSOLIDATED STATEMENT OF CHANGES I
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CONSOLIDATED STATEMENT OF CASH FLOW
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(C) DIFFERENCES BETWEEN FINANCIAL S
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(D) SUPPLEMENTAL INFORMATION ON OIL
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Corporate Information CORPORATE INF
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Confirmation from fhe Directors and
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Annual Report 2012

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