Form 20-F
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X
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Form 40-F
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Yes
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No
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X
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The board of directors of the Company together with its directors thereof guarantee that the information contained in this announcement does not contain any false statements, misleading representations or material omissions, and all of them severally and jointly accept full responsibility for the truthfulness, accuracy and completeness of the contents herein contained.
On 29 October 2015, the Company entered into the JV Agreement with SAMC in relation to the formation of the Gaoqiao Petrochemical Co. Gaoqiao Petrochemical Co. shall have a registered capital of RMB 10 billion. Sinopec Corp. will subscribe capital contribution of RMB5.5 billion by the net assets of Gaoqiao Branch of Sinopec Corp. and cash, representing 55% of the registered capital of Gaoqiao Petrochemical Co.; SAMC will subscribe capital contribution of RMB4.5 billion by certain net assets of Gaoqiao Branch of SAMC and cash, representing 45% of the registered capital of Gaoqiao Petrochemical Co.
Pursuant to the Hong Kong Listing Rules, SMAC is a wholly-owned subsidiary of China Petrochemical Corporation, the controlling shareholder of Sinopec Corp. Pursuant to Chapter 14A of the Hong Kong Listing Rules, Sinopec Group and its subsidiaries are connected persons of Sinopec Corp., the Transaction therefore constitutes a connected transaction under the Hong Kong Listing Rules. As certain applicable percentage ratios of the Transaction exceed 0.1% but fall below 5%, the Transaction is subject to the reporting and announcement requirements but is exempt from independent shareholders’ approval requirement under Chapter 14A of the Hong Kong Listing Rules.
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I.
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Overview of the Transaction
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II.
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Basic Information on the Parties to the Transaction
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Name
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Sinopec Assets Management Corporation (中國石化集 團資產經營管理有限公司)
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Registered address
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12/F, No. 22 Chaoyangmen North Street, Chaoyang District, Beijing
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Shareholder:
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China Petrochemical Corporation
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Legal representative
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Xie Zhenglin (解正林)
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Registered capital
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RMB30 billion
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Enterprise nature
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limited liability company (sole proprietorship of legal person)
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Principal business
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power generation; production and sales of gas; centralised water supply; industrial investment and investment management; heat production and supply; production and sales of chemicals, chemical fibre and fine chemicals; purchase and sales of petrochemical raw and auxiliary materials, equipment and spare parts, etc.
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Financial condition and development of the principal business
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In 2014, the audited operating income of SAMC amounted to RMB64,694.6947 million, with the net loss of RMB2,221.4647 million. As at the end of 2014, the total audited assets of SAMC amounted to RMB78,630.34 million, with the net assets of RMB50,110.8565 million. In recent years, SAMC continued to deepen its reform by actively promoting asset utilisation and disposal, striving to improve the capital structure and enhancing the asset quality, which resulted in stable operations.
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Other relationships with Sinopec Corp.
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SAMC is a wholly-owned subsidiary of China Petrochemical Corporation, the controlling shareholder of Sinopec Corp. Save as mentioned above and disclosed in the prospectus, periodical report and announcements published by Sinopec Corp., there are no other significant relationships in terms of property rights, businesses, assets, credits and debts and personnel between SAMC and Sinopec Corp.
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III.
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Basic Information on the Transaction
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(I)
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Transaction type and basic information on Gaoqiao Petrochemical Co.
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1.
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Transaction type
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2.
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Basic information on Gaoqiao Petrochemical Co.
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Business scope:
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Oil refining; production, operation, wholesale, sale, and resale of gasoline, kerosene, diesel, lubricant, fuel oil, fuel gas, bitumen, heavy oil, rubber and other petrochemical feedstock, chemical fibre and fine chemical product; procurement and sales of petrochemical raw and auxiliary materials, equipment and spare parts; electric power, heat, water, transportation, warehousing and port operations, etc.
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Registered capital:
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RMB10 billion
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Funding and proportion of contribution:
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Sinopec Corp. will subscribe capital contribution of RMB5.5 billion by the net assets of Gaoqiao Branch of Sinopec Corp. and cash, representing 55% of the registered capital of Gaoqiao Petrochemical Co.; SAMC will subscribe capital contribution of RMB4.5 billion by certain net assets of Gaoqiao Branch of SAMC and cash, representing 45% of the registered capital of Gaoqiao Petrochemical Co.
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Operation period:
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50 years commencing from the establishment date of Gaoqiao Petrochemical Co. (being the date on which the business license of Gaoqiao Petrochemical Co. is issued).
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Personnel arrangement of the board and the management:
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Gaoqiao Petrochemical Co. will establish the board of directors and operations management. The board will consist of 7 directors, and the operations management will consist of 1 general manager, 5 vice-general managers and 1 chief accountant.
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3.
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Information on assets
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2013
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2014
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RMB million
6 months
ended 30 June
2015
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Total assets
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13,949.9046 | 13,312.9532 | 13,045.4346 | |||||||||
Total liabilities
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9,469.9757 | 9,704.6212 | 8,207.0016 | |||||||||
Net assets
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4,479.9289 | 3,608.3320 | 4,838.4330 |
2013
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2014
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RMB million
6 months
ended 30 June
2015
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Total assets
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4,966.7429 | 4,789.1147 | 4,347.8581 | |||||||||
Total liabilities
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237.6688 | 233.4990 | 420.3816 | |||||||||
Net assets
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4,729.0741 | 4,555.6157 | 3,927.4765 |
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(II)
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Consideration and pricing basis of the Transaction
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(III)
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Plan for Transfer of Creditor’s Rights and Assignment of Debts
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IV.
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Major Contents of the Transaction
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Parties
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1)
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Sinopec Corp.
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2)
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SAMC
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Contribution term or instalment contribution arrangement
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The registered capital of Gaoqiao Petrochemical Co. shall be paid by Sinopec Corp. and SAMC in accordance with its contribution proportion in two instalments:
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1)
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the first instalment: Sinopec Corp. and SAMC shall initially contribute RMB100 million, representing 1% of the registered capital, of which Sinopec Corp. shall initially contribute RMB55 million and SAMC shall initially contribute RMB45 million; Sinopec Corp. and SAMC shall deposit the initial contribution capital in the account of Gaoqiao Petrochemical Co. within 30 working days from the date on which the JV Agreement was entered into;
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2)
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the second instalment: Sinopec Corp. and SAMC shall contribute RMB9.9 billion in the second instalment, which shall be paid by Sinopec Corp. and SAMC respectively through injecting the evaluated assets of Gaoqiao Branch of Sinopec Corp. and Gaoqiao Branch of SAMC into Gaoqiao Petrochemical Co. before 31 December 2016.
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Major obligation of the parties to the JV Agreement in the future
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Sinopec Corp. and SAMC shall jointly go through the approval procedures for the operation of Gaoqiao Petrochemical Co., and shall make full contribution in accordance with the JV Agreement.
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Default liabilities
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1)
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In the event that Sinopec Corp. and/or SAMC fails to pay or pay up any of its contributions within the period of contribution as scheduled in the JV Agreement, the default party shall pay up the contribution due no later than 30 days from receiving the notice of call for capital contribution from the non-defaulting party; otherwise, in the case of default payment of the initial contribution, the non-defaulting party may terminate the JV Agreement and claim for default; in the case of default payment of other joint venture contribution, the non-defaulting party may demand the defaulting party to fully contribute capital on its part, or decide to terminate the JV Agreement and acquire the contribution of the defaulting party, or decide to terminate the contract, make up the payable but unpaid contribution of the defaulting party and adjust the shareholding proportion of the parties.
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2)
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No matter the non-defaulting party selects any way of holding the defaulting party responsible for breach of JV Agreement above, it may at the same time demand default fine from the defaulting party, which should be paid in the following way: from the second date after defaulting on contribution, the defaulting party shall pay default fine calculated according to the lending interest rate of banks during the same period to the non-defaulting party, until the contribution is paid up or the non-defaulting party issues the notice of terminating the JV Agreement. Meanwhile, the non-defaulting party may demand the defaulting party to compensate for the economic loss resulted from the unpaid or not fully paid up contribution by law.
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3)
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Where any economic loss is caused on Gaoqiao Petrochemical Co. or the other party as a result of the failure of either party of Sinopec Corp. and SAMC to perform the JV Agreement and other obligations other than capital contribution under the articles of association of Gaoqiao Petrochemical Co., the default party shall be liable for damages. If both parties are in breach, each of them shall bear their respective obligations according to the actual situation.
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Dispute resolution
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All disputes arising from the execution of the JV Agreement or in connection therewith shall be settled through amicable negotiations. If any dispute is still not settled within 90 days after a prior notice first served by either party on the other party of such dispute, both parties agree to assort it to Beijing Arbitration Commission for settlement according to its arbitration rules in Beijing.
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Effective terms and time
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JV Agreement shall be established as it is signed and sealed by both parties; and come into force upon the completion of the internal and external approval procedures of both parties to the JV Agreement.
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V.
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Purpose of the Transaction and Its Effect on the Company
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(I)
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Reasons for and benefits of the Transaction
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(II)
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Effect on the Company
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VI.
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Approval Procedures for the Transaction
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(I)
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Approval by the Board
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(II)
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Prior Approval and Independent Opinions of Independent Non-executive Directors
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VII.
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Independent Financial Advisor’s Opinion
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(1)
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The JV Agreement and the Transaction contemplated thereunder was on normal commercial terms. The terms of the Transaction and the valuation of the proposed injected assets were fair and reasonable; and
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(2)
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The Transaction is in the interest of the Company and its shareholders as a whole.
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VIII.
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Hong Kong Listing Rules Implications
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IX.
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General Information
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X.
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Definition
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“Board”
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the board of the Company
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“Company”/“Sinopec Corp.”
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China Petroleum & Chemical Corporation
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“China Petrochemical Corporation”
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China Petrochemical Corporation (中國石化集團公司)
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“Gaoqiao Branch of Sinopec Corp.”
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China Petroleum & Chemical Corporation Shanghai Gaoqiao Branch (中國石油化工股份有限公司上海高橋 分公司)
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“Gaoqiao Branch of SAMC”
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Sinopec Assets Management Corporation Shanghai Gaoqiao Branch (中國石化集團資產經營管理有限公司 上海高橋分公司)
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“Gaoqiao Petrochemical Co.”
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Sinopec Shanghai Gaoqiao Petroichemical Company Limited (中國石化上海高橋石油化工有限公司) (This is provisional name. The company name finally registered with the industrial and commercial administrative department shall prevail)
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“Hong Kong Listing Rules”
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The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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“Independent Financial Advisor”
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ABCI Capital Limited, a corporation licensed under the Securities and Futures Ordinance to carry out Type 1 regulated activities (dealing in securities) and Type 6 regulated activities (advising on corporate finance)
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“IndependentNon-executive Directors”
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The independent non-executive directors of the Company
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“JV Agreement”
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The Joint Venture Agreement in relation to establish Gaoqiao Petrochemical Co.
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“RMB”
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Renminbi yuan, the lawful currency of the PRC
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“SAMC”
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Sinopec Assets Management Corporation (中國石化集團資產經營管理有限公司), the wholly subsidiary of China Petrochemical Corporation
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“Subsidiaries”
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has the meaning under the Hong Kong Listing Rules
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“Shanghai Cai Rui”
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Shanghai Cai Rui Assets Evaluation Co., Ltd (上海財瑞資產評估有限公司)
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“Transaction”
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The formation of Gaoqiao Petrochemical Co. with SAMC, of which RMB 5,500 million will be contributed by Sinopec Corp. by the net assets of Gaoqiao Branch of Sinopec Corp. and cash, representing 55% of the total registered capital of Sinopec Gaoqiao Company
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“Valuation Base Date”
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30 June 2015
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“Valuation Report on Gaoqiao Branch of SAMC”
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the “Valuation Report on the Proposed Capital Contribution by Injecting Certain Net Assets of Shanghai Gaoqiao Branch of Sinopec Assets Management Co. Ltd., to Establish a Subsidiary” (No. Hu Cai Rui Ping Bao (2015) 1211) issued by Shanghai Cai Rui on 18 October 2015 (“Unaudited Draft Record”)
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“Valuation Report on Gaoqiao Branch of Sinopec Corp.”
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the “Valuation Report on the Proposed Capital Contribution by Injecting the Net Assets of Shanghai Gaoqiao Branch of Sinopec Corp. to Establish a Subsidiary” (No. Hu Cai Rui Ping Bao (2015) 2049) issued by Shanghai Cai Rui on 18 October 2015 (“Unaudited Draft Record”)
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“%”
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Per cent
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By Order of the Board
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China Petroleum & Chemical Corporation
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Huang Wensheng
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Vice President and Secretary to the Board of Directors
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China Petroleum & Chemical Corporation
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By:
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/s/ Huang Wensheng
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Name:
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Huang Wensheng
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Title:
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Secretary to the Board of Directors
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