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Annual Report 2012

Annual Report 2012

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Decision-making procedures: The major<br />

continuing connected transaction agreements<br />

were entered into the Company’s ordinary<br />

course of business and in accordance with<br />

normal commercial terms which are fair<br />

and reasonable to the Company and its<br />

Shareholders as a whole. The Company,<br />

according to the internal control procedures,<br />

adjusts the scope and amount of continuing<br />

connected transactions and cap for the<br />

amount exempted from disclosure every<br />

three years, and upon the approval of<br />

the Board of Directors and independent<br />

non-executive directors, publishes the<br />

announcements and brings them into force.<br />

For the temporary connected transactions,<br />

the Company, in a strict compliance with<br />

domestic and overseas regulatory rules,<br />

publishes the announcement and brings<br />

them in force only after submitting the<br />

related matters of connected transactions<br />

to the Board of Directors and/or general<br />

meeting of shareholders for review according<br />

to internal control procedures.<br />

Please refer to Note 36 to the financial<br />

statements prepared under the IFRS in this<br />

annual report for details of the connected<br />

transactions actually incurred during this year.<br />

The abovementioned connected transactions<br />

between Sinopec Corp. and China<br />

Petrochemical Corporation in <strong>2012</strong> have<br />

been approved at the 6th meeting of the<br />

Fifth Session of the Board of Directors of<br />

Sinopec Corp. and have complied with the<br />

disclosure requirements under Chapter 14A<br />

of the Hong Kong Listing Rules.<br />

The auditors of Sinopec Corp. was engaged<br />

to report on the Company’s continuing<br />

connected transactions in accordance<br />

with Hong Kong Standard on Assurance<br />

Engagements 3000 “Assurance Engagement<br />

Other Than Audits or Reviews of Historical<br />

Financial Information” and with reference<br />

to Practice Note 740 “Auditor’s Letter on<br />

Continuing Connected Transactions under<br />

the Hong Kong Listing Rules” issued by<br />

Hong Kong Institute of Certified Public<br />

Accountants. The auditor has issued his<br />

unqualified letter containing his conclusions<br />

in respect of the above-mentioned continuing<br />

connected transactions in accordance with<br />

Rule 14A.38 of the Hong Kong Listing Rules.<br />

A copy of the auditor’s letter has been<br />

submitted by the Company to the Stock<br />

Exchange of Hong Kong Limited.<br />

After reviewing the above-mentioned<br />

connected transactions, the independent<br />

non-executive directors of Sinopec Corp.<br />

have confirmed that:<br />

(a) The transactions have been conducted<br />

in the Company’s ordinary course of<br />

business;<br />

(b) The transactions have been entered into<br />

based on either of the following terms:<br />

i on normal commercial terms;<br />

ii on terms not less favorable than those<br />

available from/to independent third<br />

parties, where there is no available<br />

comparison to determine whether<br />

such terms are on normal commercial<br />

terms; and<br />

(c) The transactions were fair and reasonable<br />

and in the interests of Sinopec Corp. and<br />

its Shareholders as a whole.<br />

4 OTHER SIGNIFICANT CONNECTED<br />

TRANSACTIONS OCCURRED DURING THIS<br />

YEAR<br />

None<br />

5 FUNDS PROVIDED BETWEEN CONNECTED PARTIES Unit: RMB millions<br />

Fund to connected parties Fund from connected parties<br />

Amount Amount<br />

Connected Parties incurred Balance incurred Balance<br />

China Petrochemical Corporation 797 2,936 (270) 10,116<br />

Other connected parties 390 1,353 — —<br />

Total 1,187 4,289 (270) 10,116<br />

39<br />

CHINA PETROLEUM & CHEMICAL CORPORATION <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />

Connected Transactions

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