SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
The
Securities Exchange Act of 1934
For
the month of September, 2007
CHINA
PETROLEUM & CHEMICAL CORPORATION
A6,
Huixindong Street,
Chaoyang
District Beijing, 100029
People's
Republic of China
Tel:
(8610) 6499-0060
(Indicate
by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
Form
20-F T Form
40-F _____
(Indicate
by check mark whether the
registrant by furnishing the information contained in this form is also thereby
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934. )
Yes
____
No T
(If
"Yes" is marked, indicate below the
file number assigned to registrant in connection with Rule 12g3-2(b):
82-__________. )
N/A
This
Form 6-K consists of:
|
(1)
|
An
announcement on the notice of the third extraordinary general meeting
for
the year 2007 by China Petroleum & Chemical Corporation (the
"Registrant”);
|
|
(2)
|
Announcement
on matters to be dealt with at the third extraordinary general meeting
for
the year 2007 by the Registrant;
and
|
|
(3)
|
Announcement
on proposed issuance of RMB bonds with warrants by the Registrant
in
Mainland China.
|
Each
issued by the Registrant on September 28, 2007.
2
SIGNATURE
Pursuant
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
to
be signed on its behalf by the undersigned, thereunto duly
authorized.
China
Petroleum & Chemical Corporation
By:
/s/ Chen Ge
Name:
Chen Ge
Title:
Secretary to the Board of Directors
Date:
September 29, 2007
3
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
NOTIFICATION
NOTICE
OF EGM/SGM
NOTICE
OF THE THIRD EXTRAORDINARY
GENERAL
MEETING FOR THE YEAR 2007
An
announcement containing details of the matter is available for viewing on the
website of Hong Kong Exchanges and Clearing Limited website at www.hkex.com.hk
under “Latest Listed Company Information” and at the website of China Petroleum
& Chemical Corporation of www.sinopec.com.
This
notification merely serves to advise investors of the matter and of the
publication of the notice on the above websites. This notification
does not contain information upon which an investment decision should be based
and should not be relied upon by investors for such purpose.
Investors should refer to the announcement for details of the
matter.
The
announcement is available for inspection to the public at no charge at 23rd
Floor, Gloucester Tower, 15 Queen’s Road Central, Hong Kong, from 9:00a.m. to
1:00p.m. and from 2:00p.m. to 5:00p.m., Mondays to Fridays, from today until
30
October 2007. Copies will be provided upon request at a cost of HK$5 per
sheet.
|
By
Order of the Board
China
Petroleum & Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
PRC 28 September 2007
(a
joint stock limited company incorporated in the People´s Republic of China with
limited liability)
(Stock
Code: 0386)
NOTICE
OF THE THIRD EXTRAORDINARY
GENERAL
MEETING FOR THE YEAR 2007
NOTICE
IS HEREBY GIVEN that the third extraordinary general meeting of China
Petroleum & Chemical Corporation (“Sinopec Corp.”) for the year 2007 (the
“EGM”) will be held at the Crowne Plaza Beijing-Park View Wuzhou, No.8 North Si
Huan Zhong Road, Chaoyang District, Beijing, the PRC at 9:00 a.m. on 15 November
2007.
The
following matters will be dealt with at the EGM:
SPECIAL
RESOLUTION
1. To
consider item by item the “Resolution relating to the Proposal for the Issuance
of Bonds withWarrants”:
(1) Issuance
Size
(2) Issuance
Price
(3) Issuance
Target, Method of Issuance and Arrangement of Sale to Existing
Shareholders
(4) Term
of the Bonds
(5) Interest
Rate of the Bonds with Warrants
(6) Term
and Method of Repayment for Principal and Interest
(7) Term
of Redemption
(8) Guarantee
(9) Term
of the Warrants
(10) Conversion
Period of the Warrants
(11) Proportion
of Exercise Rights for the Warrants
(12) Exercise
Price of the Warrants
(13) Adjustment
of the exercise price of the Warrants
(14) Use
of Proceeds from the Proposed Issuance
(15) Validity
of the Resolution
(16) Authorisations
to the Board of Directors to complete the Specific Matters of the Proposed
Issuance.
ORDINARY
RESOLUTIONS
2.
To consider the “Resolution relating to the feasibility of the projects to be
invested with theproceeds from the proposed issuance”
2
3. To
consider the “Resolution relating to the description prepared by the Board of
Directors on theuse of proceeds from the previous issuance”
|
By
Order of the Board of Directors
China
Petroleum & Chemical
Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
the PRC
28
September 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Su
Shulin*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#,
Wang Zhigang#, Dai Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu
Zhongli+ and Li Deshui+.
#
Executive Directors
*
Non-executive Directors
+
Independent Non-executive Directors
Notes:
1. Details
of Proposed Resolutions
Details
regarding the proposed resolutions are set out in the circular issued by Sinopec
Corp. dated 28 September 2007.
2. Eligibility
for attending the EGM
Holders
of Sinopec Corp.´s H Shares whose names appear on the register of members
maintained by Hong Kong Registrars Limited and holders of Sinopec Corp.´s
Domestic Shares whose names appear on the Domestic Shares Register maintained
by
China Securities Registration and Clearing Company Limited Shanghai Branch
Company at the close of business on 15 October 2007 are eligible to attend
the
EGM.
3. Proxy
(i) A
member eligible to attend and vote at the EGM is entitled to appoint, in written
form, one ormore proxies to attend and vote on his behalf. A proxy needs not
be
a shareholder of Sinopec Corp.
(ii) A
proxy should be appointed by a written instrument signed by the appointor or
its
attorney dulyauthorised in writing. If the form of proxy is signed by the
attorney of the appointor, the power ofattorney authorising that attorney to
sign or other authorisation document(s) shall be notarised.
(iii) To
be valid, the power of attorney or other authorisation document(s) which have
been notarisedtogether with the completed form of proxy must be delivered,
in
the case of holders of DomesticShares, to the registered address of Sinopec
Corp. and, in the case of holders of H Shares, to Hong Kong Registrars Limited,
not less than 24 hours before the time designated for the holding of the
EGM.
(iv) A
proxy may exercise the right to vote by a show of hands or by poll. However,
if
more than oneproxy is appointed by a shareholder, such proxies shall only
exercise the right to vote by poll.
4. Registration
procedures for attending the EGM
(i) A
shareholder or his proxy shall produce proof of identity when attending the
meeting. If ashareholder is a legal person, its legal representative or other
persons authorised by the board of directors or other governing body of such
shareholder may attend the EGM by producing a copy of the resolution of the
board of directors or other governing body of such shareholder appointing such
persons to attend the meeting.
3
(ii) Holders
of H Shares and Domestic Shares intending to attend the EGM should return the
replyslip for attending the EGM to Sinopec Corp. on or before 25 October
2007.
(iii) Shareholders
may send the reply slip to Sinopec Corp. in person, by post or by
fax.
5. Closure
of Registers of Members
The
registers of members of Sinopec Corp. will be closed from 15 October 2007 to
15
November 2007 (both days inclusive).
6. Procedures
for demanding a poll to vote on resolutions
Subject
to Sinopec Corp.´s Articles of Association, the following persons may demand a
resolution to be decided on a poll, before or after a vote is carried out by
a
show of hands:
(i) the
chairman of the meeting;
(ii) at
least two Shareholders present in person or by proxy entitled to vote thereat;
or
(iii) one
or more Shareholders present in person or by proxy and representing 10% or
more
of allshares carrying the right to vote at the meeting singly or in
aggregate.
7. Other
Businesses
(i) The
EGM will not last for more than one day. Shareholders who attend shall bear
their owntravelling and accommodation expenses.
(ii) The
address of the share registrar for H Shares, Hong Kong Registrars Limited is
at
Rooms1712-1716, 17th Floor, Hopewell Centre, 183 Queen´s Road East, Hong
Kong.
(iii) The
address of the share registrar for A Shares of Sinopec Corp., China Securities
Registrationand Clearing Company Limited Shanghai Branch Company is at 36 Floor,
China InsuranceBuilding, 166 Lu Jian Jiu Dong Road, Pudong Xin District,
Shanghai, the PRC.
(iv) The
registered address of Sinopec Corp. is at:
A6,
Huixindong Street, Chaoyang District, Beijing, 100029
The
People´s Republic of
China
Telephone
No.:
(+86)-10-6499
0060
Facsimile
No.:
(+86)-10-6499
0022
4
If
you are in any doubt as to any aspect of this circular or as to the
action to be taken, you should consult your stockbroker or other registered
dealer in securities, bank manager, solicitor, professional accountant or other
professional adviser.
If
you have sold or transferred all your shares in China Petroleum &
Chemical Corporation, you should at once hand this circular together
with the
accompanying form of proxy to the purchaser or transferee or to the bank,
stockbroker or other agent through whom the sale or transfer was effected for
delivery to the purchaser or transferee.
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising
from
or in reliance upon the whole or any part of the contents of this
circular.
This
circular is solely for the purpose of providing Shareholders with certain
information in connection with an extraordinary general meeting of China
Petroleum & Chemical Corporation and is not an offer to sell or a
solicitation of an offer to buy any securities.
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
PROPOSED
ISSUANCE OF
RMB
BONDS WITH WARRANTS IN MAINLAND CHINA
Notice
convening the EGM of Sinopec Corp. to be held at 9:00 a.m. on 15 November 2007
at Crowne Plaza Beijing-Park View Wuzhou, No.8 North Si Huan Zhong Road,
Chaoyang District, Beijing, the PRC is set out in page 12 to page 15 of this
circular. Whether or not you are able to attend the EGM, you are requested
to
complete and return the relevant forms of proxy enclosed herewith in accordance
with the instructions printed thereon as soon as possible and in any event
not
less than 24 hours before the time appointed for holding the EGM. Completion
and
return of the forms of proxy shall not preclude you from attending and voting
in
person at the EGM or at any adjourned EGM should you so wish.
28
September 2007
Page
| Definitions | 1 |
| Letter from the Board | 3 |
| Notice of EGM | 12 |
i
In
this circular, unless otherwise indicated in the context, the following
expressions have the meaning set out below:
|
“A
Shares”
|
Renminbi-denominated
ordinary domestic shares with nominal value of RMB 1.00 each in the
share
capital of Sinopec Corp. and which are listed on the Shanghai Stock
Exchange
|
|
“Articles
of Association”
|
the
articles of association of Sinopec Corp.
|
|
“Board
of Directors”
|
the
board of directors of Sinopec Corp.
|
|
“Bonds
with Warrants”
|
up
to RMB 30 billion in the principal amount of bonds with detachable
warrants which are convertible into new A Shares of Sinopec Corp.,
proposed to be issued by Sinopec Corp. within the Mainland China
and to be
listed on the Shanghai Stock Exchange
|
|
“CSRC”
|
the
China Securities Regulatory Commission of the PRC
|
|
“Domestic
Shares”
|
shares
issued by Sinopec Corp. under PRC law, the par value of which is
denominated in Renminbi, and which are subscribed for in
Renminbi
|
|
“EGM”
|
the
extraordinary general meeting of Sinopec Corp. to be held on 15 November
2007 at 9:00 a.m. at Crowne Plaza Beijing-Park View Wuzhou, No.8
North Si
Huan Zhong Road, Chaoyang District, Beijing, the PRC, a notice of
which is
set out in this circular
|
|
“H
Shares”
|
overseas
listed foreign shares in the Sinopec Corp.’s share capital, with a nominal
value of RMB 1.00 each, which are listed on the Hong Kong Stock
Exchange
|
|
“Hong
Kong”
|
the
Hong Kong Special Administrative Region of the PRC
|
|
“Hong
Kong Listing Rules
|
the
Rules Governing the Listing of Securities on the Stock Exchange of
Hong
Kong Limited
|
|
“Hong
Kong Stock Exchange”
|
The
Stock Exchange of Hong Kong Limited
|
|
“Mainland
China”
|
the
PRC excluding the Hong Kong, the Macau Special Administrative Region
of
the PRC and Taiwan
|
|
“NDRC”
|
the
National Development and Reform Commission
|
|
“Offering
Memorandum”
|
the
offering memorandum in relation to the proposed issuance of the Bonds
with
Warrants
|
|
“PRC”
|
the
People’s Republic of China
|
|
“RMB”
|
Renminbi,
the lawful currency of PRC
|
|
“Share(s)”
|
the
H Share(s) and A Share(s) of Sinopec Corp.
|
|
“Shareholders”
|
holders
of the Shares
|
|
“Sinopec
Corp.”
|
China
Petroleum & Chemical Corporation
|
|
“State
Council”
|
the
State Council of the PRC
|
|
“Warrants”
|
detachable
warrants, to be listed on the Shanghai Stock Exchange, that comes
with the
Bonds with Warrants, convertible into new A Shares of Sinopec
Corp.
|
1
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
|
Directors:
Su
Shulin*(Chairman)
Zhou
Yuan*
Wang
Tianpu
#
Zhang
Jianhua#
Wang
Zhigang#
Dai
Houliang
#
Fan
Yifei*
Yao
Zhongmin*
Shi
Wanpeng+
Liu
Zhongli+
Li
Deshui+
#Executive
Directors
*
Non-executive Directors
+Independent
Non-executive Directors
|
Registered
Office:
A6,
Huixindong Street
Chaoyang
District
Beijing,
100029
The
PRC
|
|
28
September 2007
|
To
the Shareholders
Dear
Sir or Madam,
PROPOSED
ISSUANCE OF
RMB
BONDS WITH WARRANTS IN MAINLAND CHINA
The
Board of Directors proposes to convene an EGM on 15 November 2007 to consider
and, if thought fit, approve by way of a special resolution in relation to
(I)
the proposal for the issuance of RMB Bonds with Warrants in the Mainland China
and to consider, if thought fit, approve by way of ordinary resolutions in
relation to (II) the feasibility of projects to be invested with the proceeds
from the proposed issuance; and (III) the description prepared by the Board
of
Directors on the use of the proceeds from the previous issuance. Details of
the
proposed resolutions are as follows:
|
I.
|
THE
RESOLUTION RELATING TO THE PROPOSAL FOR THE ISSUANCE OF BONDS WITH
WARRANTS
|
In
accordance with the relevant provisions of the Company Law of the People’s
Republic of China, the Securities Law of the People’s Republic of China, and the
Administrative Measures for the Issuance of Securities by Listed Companies
issued by the CSRC, the Board of Directors of Sinopec Corp. conducted a review
and took the view that Sinopec Corp. has satisfied the criteria for the issuance
of Bonds with Warrants in the Mainland China. The Board of Directors considered
and approved the proposal for the issuance of the Bonds with Warrants with
details as follows:
1. Issuance
Size
This
issuance of Bonds with Warrants will be in an amount of not more than
RMB30,000,000,000 with no more than 300,000,000 certificates of bonds to be
issued. It will be
2
proposed
at the EGM to authorise the Board of Directors, subject to the condition that
the aggregate amount of the proceeds raised after full exercise of the Warrants
attached to the bonds shall not exceed the total amount of the bonds proposed
to
be issued, to determine the details of the size of issuance and the number
of
Warrants attached to the bonds in accordance with market
conditions.
2. Issuance
Price
The
Bonds with Warrants will be issued at par with a nominal value of RMB100 each.
The Warrants attached to the bonds are to be distributed to the subscribers
of
the bonds on a pro rata basis without any additional fees.
3. Issuance
Target, Method of Issuance and Arrangement of Sale to Existing
Shareholders
The
issuance target is institutional investors having maintained Shareholders’
account for ordinary shares in RMB (A Shares) at the Shanghai Stock Exchange
and
the public investors (except for those prohibited under the laws and regulations
of the State). Existing holders of Sinopec Corp.’s A Shares are entitled to
preferential subscription rights in respect of the proposed issue of the Bonds
with Warrants. Not less than 60% of the proposed issuance will be reserved
for
preferential subscription for existing holders of Sinopec Corp.’s A Shares. The
remaining portion and the portion not taken up by existing holders of Sinopec
Corp.’s A Shares will be issued to qualified investors according to market
condition.
4. Term
of the Bonds
Six
years since the date of issuance of the Bonds with Warrants.
5. Interest
Rate of the Bonds with Warrants
It
will be proposed at the EGM to authorise the Board of Directors to determine
the
interest rate and the method of determining the interest rate according to
market conditions together with the main underwriter(s). The interest rate
will
be disclosed in the Offering Memorandum for the Bonds with
Warrants.
6. Term
and Method of Repayment for Principal and Interest
Interest
will be paid once a year after the date of issuance. Within five trading days
after the expiry date of the Bonds with Warrants, Sinopec Corp. will repay
all
the matured bonds according to the nominal value of the bonds together with
interest accrued for the period concerned.
7. Term
of Redemption
If
the application of the proceeds from the proposed issuance of bonds is
substantially different from the application of proceeds disclosed in the
Offering Memorandum (the “Change”), and (i) according to CSRC’s
relevant regulations, the Change can be regarded as a change of use of proceeds;
or (ii) the Change is regarded by the CSRC as a change of use of proceeds,
then
the holders of the bonds are entitled to demand redemption of the bonds by
Sinopec Corp. at the nominal value together with the interest accrued for the
period concerned for one time.
8. Guarantee
It
will be proposed at the EGM to authorise the Board of Directors to determine
whether the proposed issuance of the Bonds with Warrants requires a guarantee
by
China Petrochemical Corporation in accordance with the market conditions, and
to
complete the relevant matters accordingly.
9. Term
of the Warrants
Twenty
four (24) months since the listing of the Warrants at the Shanghai Stock
Exchange in the PRC.
3
10. Conversion
Period of the Warrants
The
holders of the Warrants are entitled to exercise the Warrants five (5) trading
days prior to the end of the term of the Warrants.
11. Proportion
of Exercise Rights for the Warrants
The
proportion of exercise rights for the warrants attached to this proposed
issuance is 2:1. Two warrants represent the conversion rights to one A share
issued by Sinopec Corp.
12. Exercise
Price of the Warrants
The
exercise price of Warrants which represents one A share of Sinopec Corp. will
be
determined according to the following principles: the exercise price shall
not
be lower than the average price of: Sinopec Corp.’s A Shares as quoted for
twenty (20) trading days before the date of issuance of the Offering Memorandum
and the average price of Sinopec Corp.’s A Shares one (1) trading day before the
date of issuance of the Offering Memorandum, Sinopec Corp.’s H Shares as quoted
for twenty (20) trading days before the date of issuance of the Offering
Memorandum and the average price of Sinopec Corp.’s H Shares one (1) trading day
before the date of issuance of the Offering Memorandum. The details of the
exercise price and the method of determination will be proposed at the EGM
to
authorize the Board of Directors for determination in accordance with the market
conditions, relevant regulations and negotiations with the main underwriter(s)
to the extent of the scope set out hereinabove.
13. Adjustment
of the exercise price of the Warrants
During
the term of the Warrants, in the event that the trading of A Shares of Sinopec
Corp. is on ex-rights or ex-dividend basis, the exercise price and the
proportion of exercise rights for the Warrants shall be adjusted
accordingly.
|
|
(1)
|
When
the trading of A Shares of Sinopec Corp. is on ex-rights basis, the
exercise price and the proportion of exercise rights for the Warrants
shall be adjusted according to the formula as
follows:
|
New
exercise price = Existing exercise price x (the reference price of A Shares
of
Sinopec Corp. on the ex-rights day/the closing price of A Shares of Sinopec
Corp. on the trading day before the ex-rights day);
New
proportion of exercise rights = Existing proportion of exercise rights x (the
closing price of A Shares of Sinopec Corp. on the trading day before the
ex-rights day/the reference price of A Shares of Sinopec Corp. on the ex-rights
day).
|
|
(2)
|
When
the trading of A Shares of Sinopec Corp. is on ex-dividend basis,
the
proportion of exercise rights for the Warrants remained unchanged,
and the
exercise price shall be adjusted according to the formula as
follows:
|
New
exercise price = Existing exercise price x (the reference price of A Shares
of
Sinopec Corp. on the ex-dividend day/the closing price of A Shares of Company
on
the trading day before the ex-dividend day).
14. Use
of Proceeds from the Proposed Issuance
The
proceeds from the issuance of the bonds will be applied to the Sichuan-to-East
China Gas Project, Tianjin 1 million tpa ethylene project, Zhenhai 1 million
tpa
ethylene project, and to the repayment of bank borrowings. The proceeds from
the
exercise of the Warrants will be applied to the Tianjin 1 million tpa ethylene
project, Zhenhai 1 million tpa ethylene project, Wuhan 0.8 million tpa ethylene
project, Shengli Oilfield key production capacity construction and production
capacity construction on the new Tahe Oilfied areas.
In
the event that the proceeds raised from this issuance are not sufficient to
finance these projects, or the availability of the proceeds is not consistent
with the progress of these projects, Sinopec Corp. will complete the investment
in the projects with its own resources, bank borrowings or by other ways of
debt
financing. Once the proceeds are sufficient,
4
Sinopec
Corp. will prioritise their use according to the needs of the projects stated
above. Any surplus from the proceeds raised will be applied to repay bank
borrowings and supplement working capital.
Sinopec
Corp. will maintain a separate account for the proceeds as determined by the
Board of Directors so as to administer the proceeds under a separate deposit
system.
15. Validity
of the Resolution
The
resolutions approving the proposed issuance of the Bond with Warrants to be
passed at the EGM will be valid for twelve months, starting from the date of
the
passing of the resolutions.
|
16.
|
Authorisations
to the Board of Directors to complete matters related to the Proposed
Issuance
|
|
|
(1)
|
Subject
to the laws, regulations and other regulatory documents and to the
extent
of the scope as permitted by the Articles of Association, the Board
of
Directors will be authorised to determine the specific terms and
proposal
prior to the proposed issuance in accordance with the requirements
of the
regulatory authorities and in view of the actual conditions of Sinopec
Corp., to formulate and implement the final proposal for the Bonds
with
Warrants and to decide on the timing of such
issuance.
|
|
|
(2)
|
The
Board of Directors will be authorised to determine the specific
arrangements on the use of proceeds as stated above, for instance,
if the
Chinese government announces new regulations in relation to the issue
of
Bonds with Warrants, or the regulatory agencies have new requirements,
or
there are changes in market conditions, the Board of Directors will,
subject to the applicable laws in Mainland China at that time, adjust
the
issuance proposal and use of proceeds
accordingly;
|
|
|
(3)
|
The
Board of Directors will be authorised to produce, amend, file the
application materials of the proposed issuance according to the
requirements of the securities regulatory
agencies;
|
|
|
(4)
|
The
Board of Directors will be authorised to amend, supplement, execute,
submit, report and implement the agreements, contracts and documents
(including but not limited to guarantee contracts and underwriting
and
sponsorship agreements) during the course of the proposed
issuance;
|
|
|
(5)
|
After
the period for exercising the warrants, the Board of Directors will
be
authorised to amend the relevant provisions of the Articles of
Association, and to complete the filing and change of registration
in
accordance with the actual exercise
conditions;
|
|
|
(6)
|
The
Board of Directors will be authorised to determine the sponsors (lead
underwriters) and other intermediaries of the proposed
issuance;
|
|
|
(7)
|
The
Board of Directors will be authorised to complete matters relating
to the
listing of the Bonds with Warrants;
|
|
|
(8)
|
The
Board of Directors will be authorised to complete other matters relating
to the proposed issuance.
|
The
proposed Issuance of Bonds with Warrants is subject to the obtaining of the
approvals from Shareholders at the EGM and the approval of the
CSRC.
|
II.
|
THE
RESOLUTION RELATING TO THE FEASIBILITY OF THE PROJECTS TO BE INVESTED
WITH
THE PROCEEDS FROM THE PROPOSED
ISSUANCE
|
The
proceeds from the issuance of the bonds will be applied to the Sichuan-to-East
China Gas Project, Tianjin 1 million tpa ethylene project, Zhenhai 1 million
tpa
ethylene project, and to the repayment of bank borrowings. The proceeds from
the
exercise of the Warrants will be applied to the Tianjin 1 million tpa
ethylene project, Zhenhai 1 million tpa ethylene
5
LETTER
FROM THE
BOARD
project,
Wuhan 0.8 million tpa ethylene project, Shengli Oilfield key production capacity
construction and production capacity construction on the new Tahe Oilfied areas.
Announcement on the details of the use of proceeds will be made in due
course.
The
Board of Directors of Sinopec Corp. is of the view that the projects proposed
to
be invested in through the proposed issuance are in line with the strategic
development of Sinopec Corp. Once the projects commence operation, they will
help Sinopec Corp. further develop its core businesses, increase its scale
of
operation, and enhance its competitiveness and capability for sustainable
development. The use of proceeds of the proposed issuance is practical and
feasible.
1. Use
of proceeds from the issuance of the bonds
(i) Sichuan-to-East
China Gas Project
The
Sichuan-to-East China Gas Project was listed as one of the major projects during
the 11th Five-Year Plan of China. The State Council approved the
“Sichuan-to-East China Gas Project” in April 2007. The NDRC officially approved
the project by NDRC Energy Approval No. [2007]795. In June 2007, the State
Council approved that a national steering group for the engineering construction
of the Sichuan-to-East China Gas Project was to be established. In August 2007,
the construction of the project commenced. The Sichuan-to-East China Gas Project
mainly consists of three parts with a total investment of approximately RMB
62.7
billion, namely the development of Puguang Gas Field, the construction of
Puguang Natural Gas Purification Plant and the construction of pipeline for
the
Sichuan-to-East China Gas Project.
(ii) Tianjin
1 million tpa ethylene project
The
feasibility report of the Tianjin ethylene project mainly consists of a one
million tpa ethylene project was approved by the NDRC in December 2005 pursuant
to NDRC Industrial Approval No. [2005]2772. The project mainly consists of:
a 1
million tpa ethylene project, 12.5 million tpa refinery expansion, supporting
thermal power modification and public utility projects. The total investment
of
the project is approximately RMB 20.8 billion.
(iii) Zhenhai
1 million tpa ethylene project
The
feasibility report of the Zhenhai ethylene project was approved by the NDRC
in
March 2006 pursuant to NDRC Industrial Approval No. [2006]444. The project
mainly consists of the construction of 11 main plants and supporting facilities
for the project. The total investment of the project is approximately RMB 21.9
billion.
(iv) Repayment
of bank borrowings
The
proceeds raised from the issuance of the bonds will be used to repay bank loans
borrowed in relation to the business operation of Sinopec corp. of approximately
RMB 4 billion, in order to optimize the debt structure of Sinopec
Corp.
2. Use
of proceeds from the exercise of the Warrants
(i) Tianjin
1 million tpa ethylene project and Zhenhai 1 million tpa ethylene
project
A
portion of the proceeds raised through the exercise of the Warrants will still
be applied to the Tianjin 1 million tpa ethylene project and Zhenhai 1 million
tpa ethylene project.
(ii) Wuhan
ethylene project
The
Wuhan ethylene project consists of 0.8 million tpa ethylene project, 0.3 million
tpa low-density polythene project and the supporting engineering and storage
and
transportation system etc. The Wuhan ethylene project was approved by the NDRC
in April 2007 pursuant to NDRC Industrial Approval No. [2007]690. The total
investment of the project is approximately RMB 15.1 billion.
6
(iii) Shengli
Oilfied Key oil production capacity expansion project
The
Shengli Oilfied Key oil production capacity expansion project mainly consists
of: shallow water production capacity construction, old areas adjustment and
modification and low oil level capacity exploration.
(iv) Production
capacity construction on the new areas of Tahe Oilfied
The
Production capacity construction on the new areas of Tahe Oilfied project will
construct another 2 million tpa production capacity. The proceeds applied to
the
project will be approximately RMB 5.5 billion.
(v) Supplement
working capital
Any
surplus from the proceeds raised will be applied to supplement the working
capital of Sinopec Corp..
|
III.
|
THE
RESOLUTION RELATING TO THE DESCRIPTION PREPARED BY THE BOARD OF DIRECTORS
ON THE USE OF PROCEEDS FROM THE PREVIOUS
ISSUANCE
|
“Special
Report on the Use of Proceeds from the Previous Issuance of China Petroleum
& Chemical Corporation” was issued by KPMG Huazhen on 27 September 2007 to
set out Sinopec Corp.’s use of proceeds from the previous issuance.
IV. IMPLICATION
UNDER THE HONG KONG LISTING RULES
At
the annual general meeting of Sinopec Corp. held on 29 May 2007, the
Shareholders granted a general mandate to the Board of Directors to issue,
allot
and deal with Shares not exceeding 3,356,097,600 H Shares and 13,984,390,200
Domestic Shares, being 20% of each of its existing H Shares and Domestic Shares
of Sinopec Corp. in issue as at the date of the special resolution. To date,
Sinopec Corp. has not issued any Shares under the general mandate.
The
Board of Directors proposes to issue the Bonds with Warrants in the Mainland
China pursuant to the general mandate. Sinopec Corp. confirms that new A Shares
to be issued for exercising the warrants, when aggregated with all other equity
securities which remain to be issued on the exercise of the subscription rights
shall not exceed 20% of the total share capital of the Company at the time
of
issuing the warrants. The term of the Warrants is twenty four months since
the
listing of the Warrants on the Shanghai Stock Exchange. Accordingly, the
proposed issuance of Bonds with Warrants is in compliance with Rule 15.02 of
the
Listing Rules. No further approval from Shareholders is needed under the Hong
Kong Listing Rules.
Sinopec
Corp. confirms that if China Petrochemical Corporation, Sinopec Corp.’s
controlling shareholder, exercises its right and subscribes for the Bonds with
Warrants under the proposed issuance, it will comply with the reporting,
announcement and independent shareholders’ approval requirements under Chapter
14A of the Listing Rules (if applicable). As far as Sinopec Corp is aware,
having made all reasonable inquiry, no Shareholder which has a material interest
is required to abstain from voting at the EGM.
Sinopec
Corp. further confirms that all investors, except China Petrochemical
Corporation, are third parties independent of Sinopec Corp. and its connected
persons.
V. IMPLICATION
UNDER PRC LAWS AND REGUALTIONS
Under
the relevant PRC laws and regulations, the proposed issuance of Bonds with
Warrants is subject to (i) approval from Shareholders at the EGM; and (ii)
approvals from the relevant PRC regulatory authorities.
7
VI. RECOMMENDATION
The
Board of Directors believes the proposed issuance of the Bonds with Warrants
are
in the best interests of Sinopec Corp. and its Shareholders, and therefore
recommend all the Shareholders to vote in favour of the relevant resolutions
at
the EGM.
VII. THE
EGM
The
EGM will be convened at 9:00 a.m on 15 November 2007 at Crowne Plaza
Beijing-Park View Wuzhou, No.8 North Si Huan Zhong Road, Chaoyang District,
Beijing, the PRC. Notice of the EGM are set out on pages 12 to 15 in this
circular.
Reply
slips and forms of proxy for use in connection with the EGM are enclosed with
this circular. Whether or not you intend to attend the meeting in person, you
are requested to complete and return the reply slips by post or by fax or by
delivering in accordance with the instructions printed thereon to the registered
office of Sinopec Corp. at A6, Huixindong Street, Chaoyang District, Beijing,
100029, the PRC or at fax number 86 10 6499 0022 as soon as possible but in
any
event no later than 25 October 2007. Failure to complete or return the forms
of
proxy will not preclude eligible Shareholders from attending and voting in
person at the relevant meeting should you so wish.
Completion
and return of the forms of proxy will not preclude you from attending and voting
in person at the EGM should you so wish.
Subject
to Sinopec Corp.’s Articles of Association, the following persons may demand a
resolution to be decided on a poll, before or after a vote is carried out by
a
show of hands:
|
|
(i)
|
the
chairman of the meeting;
|
|
|
(ii)
|
at
least two Shareholders present in person or by proxy entitled to
vote
thereat; or
|
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(iii)
|
one
or more Shareholders present in person or by proxy and representing
10% or
more of all shares carrying the right to vote at the meeting singly
or in
aggregate.
|
|
Yours
faithfully,
For
and on behalf of
China
Petroleum & Chemical Corporation
Su
Shulin
Chairman
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8
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
NOTICE
OF THE THIRD EXTRAORDINARY
GENERAL
MEETING FOR THE YEAR 2007
NOTICE
IS HEREBY GIVEN that the third extraordinary general meeting of China
Petroleum & Chemical Corporation (“Sinopec Corp.”) for the year 2007 (the
“EGM”) will be held at the Crowne Plaza Beijing-Park View Wuzhou, No.8 North Si
Huan Zhong Road, Chaoyang District, Beijing, the PRC at 9:00 a.m. on 15 November
2007.
The
following matters will be dealt with at the EGM:
SPECIAL
RESOLUTION
1. To
consider item by item the “Resolution relating to the Proposal for the Issuance
of Bonds withWarrants”:
(1) Issuance
Size
(2) Issuance
Price
(3) Issuance
Target, Method of Issuance and Arrangement of Sale to Existing
Shareholders
(4) Term
of the Bonds
(5) Interest
Rate of the Bonds with Warrants
(6) Term
and Method of Repayment for Principal and Interest
(7) Term
of Redemption
(8) Guarantee
(9) Term
of the Warrants
(10) Conversion
Period of the Warrants
(11) Proportion
of Exercise Rights for the Warrants
(12) Exercise
Price of the Warrants
(13) Adjustment
of the exercise price of the Warrants
(14) Use
of Proceeds from the Proposed Issuance
(15) Validity
of the Resolution
|
(16)
|
Authorisations to the Board of Directors to complete the Specific
Matters
of the Proposed Issuance.
|
9
ORDINARY
RESOLUTIONS
|
2.
|
To
consider the “Resolution relating to the feasibility of the projects to be
invested with the proceeds from the proposed
issuance”
|
|
3.
|
To
consider the “Resolution relating to the description prepared by the Board
of Directors on the use of proceeds from the previous
issuance”
|
|
By
Order of the Board of Directors
China
Petroleum &Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
the PRC
28
September 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Su
Shulin*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#,
Wang Zhigang#, Dai Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu
Zhongli+ and Li Deshui+.
#
Executive Directors
*
Non-executive Directors
+
Independent Non-executive Directors
Notes:
1. Details
of Proposed Resolutions
Details regarding the proposed resolutions are set out in the circular issued
by
Sinopec Corp. dated 28 September 2007.
2. Eligibility
for attending the EGM
Holders
of Sinopec Corp.’s H Shares whose names appear on the register of members
maintained by Hong Kong Registrars Limited and holders of Sinopec Corp.’s
Domestic Shares whose names appear on the Domestic Shares Register maintained
by
China Securities Registration and Clearing Company Limited Shanghai Branch
Company at the close of business on 15 October 2007 are eligible to attend
the
EGM.
3. Proxy
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(i)
|
A
member eligible to attend and vote at the EGM is entitled to appoint,
in
written form, one or more proxies to attend and vote on his behalf.
A
proxy needs not be a shareholder of Sinopec
Corp.
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|
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(ii)
|
A
proxy should be appointed by a written instrument signed by the appointor
or its attorney duly authorised in writing. If the form of proxy
is signed
by the attorney of the appointor, the power of attorney authorising
that
attorney to sign or other authorisation document(s) shall be
notarised.
|
|
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(iii) |
To
be valid, the power of attorney or other authorisation document(s)
which
have been notarised together with the completed form of proxy must
be
delivered, in the case of holders of Domestic Shares, to the registered
address of Sinopec Corp. and, in the case of holders of H Shares,
to Hong
Kong Registrars Limited, not less than 24 hours before the time designated
for the holding of the EGM.
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(iv) |
A
proxy may exercise the right to vote by a show of hands or by poll.
However, if more than one proxy is appointed by a shareholder, such
proxies shall only exercise the right to vote by
poll.
|
10
4. Registration
procedures for attending the EGM
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|
(i)
|
A
shareholder or his proxy shall produce proof of identity when attending
the meeting. If a shareholder is a legal person, its legal representative
or other persons authorised by the board of directors or other governing
body of such shareholder may attend the EGM by producing a copy of
the
resolution of the board of directors or other governing body of such
shareholder appointing such persons to attend the
meeting.
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(ii)
|
Holders
of H Shares and Domestic Shares intending to attend the EGM should
return
the reply slip for attending the EGM to Sinopec Corp. on or before
25
October 2007.
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(iii) |
Shareholders
may send the reply slip to Sinopec Corp. in person, by post or by
fax.
|
5. Closure
of Registers of Members
The
registers of members of Sinopec Corp. will be closed from 15 October 2007 to
15
November 2007 (both days inclusive).
6. Procedures
for demanding a poll to vote on resolutions
Subject to Sinopec Corp.’s Articles of Association, the following persons may
demand a resolution to be decided on a poll, before or after a vote is carried
out by a show of hands:
|
|
(i)
|
the
chairman of the meeting;
|
|
|
(ii)
|
at
least two Shareholders present in person or by proxy entitled to
vote
thereat; or
|
|
|
(iii) |
one
or more Shareholders present in person or by proxy and representing
10% or
more of all shares carrying the right to vote at the meeting singly
or in
aggregate.
|
7. Other
Businesses
|
|
(i)
|
The
EGM will not last for more than one day. Shareholders who attend
shall
bear their own travelling and accommodation
expenses.
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(ii)
|
The
address of the share registrar for H Shares, Hong Kong Registrars
Limited
is at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East,
Hong Kong.
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(iii) |
The
address of the share registrar for A Shares of Sinopec Corp., China
Securities Registration and Clearing Company Limited Shanghai Branch
Company is at 36 Floor, China Insurance Building, 166 Lu Jian Jiu
Dong
Road, Pudong Xin District, Shanghai, the
PRC.
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(iv) |
The
registered address of Sinopec Corp. is
at:
|
A6,
Huixindong Street, Chaoyang District, Beijing, 100029
The
People’s Republic of China
Telephone
No.:
(+86)-10-6499
0060
Facsimile
No.:
(+86)-10-6499
0022
11
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Proxy
Form for the Third Extraordinary General Meeting for the Year
2007
|
Number
of Shares related to this
proxy
form (note
1)
|
| I/We (Note 2) | |||||
| of | |||||
| being the registered holder(s) (Note 1) of | |||||
| H Share(s)/domestic Share(s) (Note 3) of RMB 1.00 each of in China Petroleum & Chemical Corporation (“Sinopec Corp.”) now appoint (Note 4) | |
| (I.D. No.: | of | ||
| Tel. No.: | ||
the
chairman of the meeting as my/our proxy(ies) to attend and vote for me(us)
on
the following resolutions in accordance with the instruction(s) below and on
my
(our) behalf at the third extraordinary general meeting of Sinopec Corp. for
the
year 2007 (“EGM”) to be held at 9:00 a.m. on 15 November 2007 at Crown Plaza
Beijing Wuzhou, No.8 Beichendong Road, Chaoyang District, Beijing, PRC for
the
purpose of considering and, if thought fit, passing those resolutions as set
out
in the notice convening the EGM. In the absence of any indication, the proxy
may
vote for or against the resolutions at his own discretion.
|
RESOLUTIONS
|
FOR
(Note 5)
|
AGAINST
(Note 5)
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|
Special
Resolution:
|
||
|
1.
To consider item by item the “Resolution relating to the Proposal for the
Issuance of Bonds with Warrants”:
|
||
|
(1)
Issuance Size
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||
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(2)
Issuance Price
|
||
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(3)
Issuance Target, Method of Issuance and Arrangement of Sale to Existing
Shareholders
|
||
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(4)
Term of the Bonds
|
||
|
(5)
Interest Rate of the Bonds with Warrants
|
||
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(6)
Term and Method of Repayment for Principal and Interest
|
||
|
(7)
Term of Redemption
|
||
|
(8)
Guarantee
|
||
|
(9)
Term of the Warrants
|
||
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(10)
Conversion Period of the Warrants
|
||
|
(11)
Proportion of Exercise Rights for the Warrants
|
||
|
(12)
Exercise Price of the Warrants
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||
|
(13)
Adjustment of the exercise price of the warrants
|
||
|
(14)
Use of Proceeds from the Proposed Issuance
|
||
|
(15) Validity
of the Resolution
|
||
|
(16)
Authorisations to the Board of Directors to complete the Specific
Matters
of the Proposed Issuance.
|
||
|
Ordinary
Resolutions:
|
||
|
2. To
consider the “Resolution relating to the feasibility of the projects to be
invested with the proceeds from the proposed issuance”
|
||
|
3.
To consider the “Resolution relating to the description prepared by the
Board of Directors on the use of proceeds from the previous
issuance”
|
Date:
__________________________ 2007
Signature(s):_____________________________ (Note
6)
Notes:
|
1.
|
Please
insert the number of share(s) registered in your name(s) relating
to this
form of proxy. If no number is inserted, this form of proxy will
be deemed
to relate to all of the shares in the capital of Sinopec Corp. registered
in your name(s).
|
|
2.
|
Please
insert full name(s) and address(es) in BLOCK
LETTERS.
|
|
3.
|
Please
delete as appropriate.
|
|
4.
|
Please
insert the name and address of your proxy. If this is left blank,
the
chairman of the EGM will act as your proxy. One or more proxies,
who may
not be member(s) of Sinopec Corp., may be appointed to attend and
vote in
the meeting provided that such proxies must attend the meeting in
person
on your behalf. Any alteration made to his proxy form must be signed
by
the signatory.
|
|
5.
|
Attention:
If you wish to vote FOR any resolution, please indicate with a “√”
in
the appropriate space under “For”.
If
you wish to vote AGAINST any resolution, please indicate with a “√”
in
the appropriate space under “Against”.
In
the absence of any such indication, the proxy will vote or abstain
at his
discretion.
|
|
6.
|
This
form of proxy must be signed under hand by you or your attorney duly
authorized on your behalf. If the appointor is a legal person, this
form
must be signed under its common seal or under hand by any directors
or
agents duly appointed by such
corporation.
|
|
7.
|
This
form of proxy together with the power of attorney or other authorization
document(s) which have been notarised must be delivered, in the case
of
holders of domestic shares, to Sinopec Corp. at A6 Huixindong Street,
Chaoyang District, Beijing 100029, the People’s Republic of China or, in
the case of holders of H Shares, to Hong Kong Registrars Limited
at Rooms
1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong
at least 24 hours before the time designated for the holding of the
EGM.
|
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Reply
Slip for the Third Extraordinary General Meeting for the Year
2007
| I/We (Note 2) | |||||
| of | |||||
being
the holder(s) of (2) __________________________________________________________________________________________________________
H Share(s)/domestic
share(s)
of RMB1.00 each in the capital of China Petroleum & Chemical Corporation
(“Sinopec Corp.”) hereby confirm that I(we) or my proxy wish to attend the third
extraordinary general meeting of Sinopec Corp. for the year 2007 (the “EGM”) to
be held at Crowne Plaza Beijing-Park View Wuzhou, No.8 North Si Huan Zhong
Road,
Chaoyang District, Beijing, China at 9:00a.m. on 15 November, 2007.
Signature(s)::
___________________________________
Date: _________________________________________
Notes:
|
1
|
Please
insert full name(s) (in Chinese or in English) and registered address(es)
(as shown in the register of members) in block
letters.
|
|
2.
|
Please
insert the number of shares registered under your
name(s).
|
|
3.
|
The
completed and signed reply slip should be delivered to Sinopec Corp.
by
hand, by post or by fax at A6 Huixindong Street, Chaoyang District,
Beijing 100029, PRC (Fax no.: (+86)10 6499 0022) such that the same
shall
be received by Sinopec Corp. on or before 25 October, 2007. Failure
to
sign and return this reply slip, however, will not preclude an eligible
shareholder from attending the EGM.
|