Annual Report 2012

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Changes In Share Capital and Shareholdings of Principal Shareholders CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS 1 CHANGES IN THE SHARE CAPITAL Items Numbers 6 Annual Report 2012 CHINA PETROLEUM & CHEMICAL CORPORATION Before change Increase/(decrease) After change Percentage (%) New shares issued Bonus issued Conversion from reserve Others Sub-total Number Unit: Share Percentage (%) RMB ordinary shares 69,922,074,436 80.65 — — — 117,724,450 117,724,450 70,039,798,886 80.67 Domestically listed foreign shares — — — — — — — — — Overseas listed foreign shares 16,780,488,000 19.35 — — — — — 16,780,488,000 19.33 Others — — — — — — — — — Total Shares 86,702,562,436 100 — — — 117,724,450 117,724,450 86,820,286,886 100 2 NUMBER OF SHAREHOLDERS AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS The total number of shareholders of Sinopec Corp. as at 31 December 2012 was 732,218 including 725,663 holders of domestic A Shares and 6,555 holders of overseas H Shares. As at 18 March 2013, the total number of shareholders of Sinopec Corp. was 699,189. Sinopec Corp. has complied with requirement for minimum public float under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“the Hong Kong Listing Rules”). From the end of the reporting period to 28 Feb 2013, a total of 4,006 shares was converted from the RMB 23 billion A share convertible bond (“Sinopec CB”). (1) Shareholdings of top ten shareholders The shareholdings of top ten shareholders as at 31 December 2012 are listed as below Name of shareholders Nature of Shareholders Percentage of shareholdings % Total number of shares held Changes of shareholding 1 Unit: Share Number of shares subject to pledges or lock-up China Petrochemical Corporation State-owned share 75.79 65,797,127,692 39,083,199 0 HKSCC Nominees Limited 2 H share 19.21 16,677,244,472 5,255,000 N/A Guotai Junan Securities Co., Ltd. A share 0.23 203,708,135 (53,042,722) 0 PICC Life Insurance Company Limited-Bonus-Personal Insurance Bonus A share 0.12 100,428,473 (42,695,067) 0 China Securities Finance Co., Ltd. – refinancing collateral securities account A share 0.07 58,000,000 58,000,000 0 China Life Insurance Co., Ltd. – dividends – personal bonus - 005 - l - FH002 Shanghai A share 0.06 55,612,746 (115,344,770) 0 Bank of Communications – e 50 index securities investment funds A share 0.06 54,428,862 24,085,062 0 Taikang Life Insurance Co., Ltd.-Bonus-Personal Bonus-019L-FH002 Shanghai A share 0.05 47,358,399 16,858,559 0 Industrial and Commercial Bank of China – investment bank core enterprise stock securities investment fund A share 0.05 44,225,356 44,225,356 0 China Pacific Life Insurance Co., Ltd. – traditional – general insurance products A share 0.05 40,387,540 33,889,363 0 Note 1 As compared with the number of shares at 31 December 2011. Note 2 Sinopec Century Bright Capital Investment Limited, overseas wholly-owned subsidiary of China Petrochemical Corporation, holds 425,500,000 H shares, accounting for 0.49% of the total share capital of Sinopec Corp., which is included in the total number of the shares held by HKSCC Nominees Limited. Statement on the connected person relationship or acting in concert among the above-mentioned shareholders: We are not aware of any connected person relationship or acting in concert among or between the above-mentioned top ten shareholders.
(2) Information disclosed by the shareholders of H Shares according to the Securities and Futures Ordinance Name of shareholders Capacity of interests held Number of share interests held or regarded as held As an approximate percentage of Sinopec Corp.’s issued share capital (H Share) (%) BlackRock, Inc. Interest of corporation controlled by 1,568,363,388(L) 9.3(L) the substantial shareholder 280,339,045(S) 1.7(S) JPMorgan Chase & Co. Beneficial owner 183,071,591(L) 1.1(L) 66,018,825(S) 0.4(S) Investment manager 110,209,338(L) 0.7(L) Custodian corporation/approved lending agent 1,062,265,434(L) 6.3(L) Templeton Asset Management Ltd. Investment manager 1,006,669,203(L) 6.0(L) Government of Singapore Investment Corporation Pte Ltd Investment manager 841,355,039(L) 5.0(L) Citigroup Inc. Interest of corporation controlled by 261,011,078(L) 1.6(L) the substantial shareholder 101,310,001(S) 0.6(S) Custodian corporation/approved lending agent 576,960,447(L) 3.4(L) Person having a security interest in shares 3,288,000(L) 0.02(L) Note: (L): Long position, (S): Short position 3 ISSUANCE AND LISTING OF SECURITIES (1) Issuance of securities in last three years Types of Issuing price Issued amount Approved shares and derivative securities Issuing date (RMB Yuan/Bond) (Bond) Listing date amount for listing RMB23 Billion A share convertible bond (“Sinopec CB”) 23 February 2011 100 230,000,000 7 March 2011 230,000,000 (2) Changes in total number of shares and equity structure and the consequent changes in asset-liabilities structure Up to 31 December 2012, a total of 8,573,610 Sinopec CB had been converted into A shares of Sinopec Corp., and a total of 117,759,112 shares has been converted from Sinopec CB. As at the end of the reporting period, there were 221,426,390 Sinopec CB which had not been converted into shares yet, accounting for 96.27% of the total number of issued Sinopec CB. The conversion of Sinopec CB had no material impact on the asset-liabilities structure of the Company. (3) Existing employee shares During the reporting period, there were no employee shares. 4 CHANGES IN THE CONTROLLING SHAREHOLDERS AND THE DE FACTO CONTROLLER There was no change in the controlling shareholders and the de facto controller of Sinopec Corp. during the reporting period. (1) Controlling shareholder The controlling shareholder of Sinopec Corp. is China Petrochemical Corporation. Established in July 1998, China Petrochemical Corporation is a state-authorised investment organisation and a state-owned company. Its registered capital is RMB 231.6 billion, and the legal representative is Mr. Fu Chengyu. The organization code of China Petrochemical Corporation is 10169286- X. Through re-organisation in 2000, China Petrochemical Corporation injected its principal petroleum and petrochemical businesses into Sinopec Corp. and retained certain petrochemical facilities and small-scale refineries. It provides well-drilling services, well-logging services, downhole operation services, services in connection with manufacturing and maintenance of production equipment, engineering construction, utility services including water and power and social services. Stock ownership of other listed companied directly held by China Petrochemical Corporation Name of Company Number of Shares (shares) Percentage China Merchants Energy Shipping Co., Ltd 911,886,426 19.32% People’s Daily Online 2,003,367 0.72% (2) Other than HKSCC Nominees Limited, there was no other legal person or shareholder to hold 10% or more of shareholdings of Sinopec Corp. (3) Basic information of the de facto controller China Petrochemical Corporation is the de facto controller of Sinopec Corp. (4) Diagram of the equity and controlling relationship between Sinopec Corp. and its de facto controller Note: Inclusive of 425,500,000 H shares held by Sinopec Century Bright Capital Investment Ltd. (overseas wholly-owned subsidiary of China Petrochemical Corporation) under HKSCC Nominees Limited. CHINA PETROLEUM & CHEMICAL CORPORATION Annual Report 2012 7 Changes In Share Capital and Shareholdings of Principal Shareholders
Page 3 and 4: CONTENTS 2 Company Profile 3 Princi
Page 5 and 6: PRINCIPAL FINANCIAL DATA AND INDICA
Page 7: 2 FINANCIAL INFORMATION EXTRACTED F
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 36 and 37: Significant Events SIGNIFICANT EVEN
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
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DIRECTORS, SUPERVISORS, SENIOR MANA
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Li Chunguang Dai Houliang Liu Yun L
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The Members of the Fourth Session o
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Zou Huiping Zou Huiping, aged 52, S
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The Members of the Fourth Session o
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Lei Dianwu Ling Yiqun Lei Dianwu, a
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THE BREAKDOWN ACCORDING TO THE MEMB
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REPORT OF THE PRC AUDITOR All Share
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BALANCE SHEET as at 31 December 201
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INCOME STATEMENT for the year ended
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CASH FLOW STATEMENT for the year en
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STATEMENT OF CHANGES IN EQUITY for
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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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NOTES TO THE FINANCIAL STATEMENTS f
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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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