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 December 2023
CHINA PETROLEUM & CHEMICAL CORPORATION
22 Chaoyangmen North Street,
Chaoyang District, Beijing, 100728
People's Republic of China
Tel: (8610) 59960114
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
This Form 6-K consists of
| 3. | an announcement regarding the intent of the Registrant to deregister and terminate its reporting obligations under the U.S. Securities Exchange Act of 1934, made on December 8, 2023. |
2
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
| Instrument: | Equity issuer | Status: | New Submission | |
| Name of Issuer: | China Petroleum & Chemical Corporation | |||
| Date Submitted: | 07 December 2023 |
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | |||||
| 1. Class of shares | Ordinary shares | Type of shares | H | Listed on SEHK (Note 11) | Yes |
| Stock code (if listed) | 00386 | Description | |||
|
Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
| Opening balance as at (Note 2) 05 December 2023 | 24,748,248,600 | ||||
|
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 September 2023 |
8,620,000 | 0.01 % | % | ||
|
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 September 2023 |
5,854,000 | 0.005 % | % | ||
|
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 September 2023 |
5,812,000 | 0.005 % | % | ||
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 September 2023 |
5,786,000 | 0.005 % | % |
Page 1 of 11
|
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023 |
5,840,000 | 0.005 % | % | ||
|
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 September 2023 |
580,000 | 0.0005 % | % | ||
|
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 September 2023 |
90,000 | 0.0001 % | % | ||
|
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 October 2023 |
13,056,000 | 0.01 % | % | ||
|
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 30 October 2023 |
12,344,000 | 0.01 % | % | ||
|
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 31 October 2023 |
12,344,000 | 0.01 % | % | ||
|
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 November 2023 |
7,782,000 | 0.01 % | % | ||
|
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 02 November 2023 |
9,194,000 | 0.01 % | % | ||
|
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 03 November 2023 |
2,630,000 | 0.002 % | % | ||
|
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 06 November 2023 |
12,254,000 | 0.01 % | % | ||
| 15). Repurchase of shares (or other securities) but not cancelled | 12,314,000 | 0.01 % | % |
Page 2 of 11
| Date of changes 07 November 2023 | |||||
|
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 08 November 2023 |
12,468,000 | 0.01 % | % | ||
|
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 November 2023 |
12,344,000 | 0.01 % | % | ||
|
18). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 November 2023 |
11,804,000 | 0.01 % | % | ||
|
19). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 November 2023 |
6,144,000 | 0.01 % | % | ||
|
20). Repurchase of shares (or other securities) but not cancelled
Date of changes 14 November 2023 |
6,296,000 | 0.01 % | % | ||
|
21). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 November 2023 |
4,520,000 | 0.004 % | % | ||
|
22). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 November 2023 |
11,736,000 | 0.01 % | % | ||
|
23). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 November 2023 |
9,522,000 | 0.01 % | % | ||
|
24). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 November 2023 |
1,726,000 | 0.001 % | % | ||
|
25). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 November 2023 |
9,522,000 | 0.01 % | % |
Page 3 of 11
|
26). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 November 2023 |
7,530,000 | 0.01 % | % | ||
|
27). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 November 2023 |
8,808,000 | 0.01 % | % | ||
|
28). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 November 2023 |
8,716,000 | 0.01 % | % | ||
|
29). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 November 2023 |
9,530,000 | 0.01 % | % | ||
|
30). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 November 2023 |
9,604,000 | 0.01 % | % | ||
|
31). Repurchase of shares (or other securities) but not cancelled
Date of changes 29 November 2023 |
9,676,000 | 0.01 % | % | ||
|
32). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 December 2023 |
9,702,000 | 0.01 % | % | ||
|
33). Repurchase of shares (or other securities) but not cancelled
Date of changes 04 December 2023 |
9,682,000 | 0.01 % | % | ||
|
34). Repurchase of shares (or other securities) but not cancelled
Date of changes 05 December 2023 |
10,310,000 | 0.01 % | % | ||
|
35). Repurchase of shares (or other securities) but not cancelled
Date of changes 07 December 2023 |
14,684,000 | 0.01 % | % | ||
| Closing balance as at (Note 8) 07 December 2023 | 24,748,248,600 |
Page 4 of 11
| 2. Class of shares | Ordinary shares | Type of shares | A | Listed on SEHK (Note 11) | No |
| Stock code (if listed) | Description | Listed on Shanghai Stock Exchange (stock code: 600028) | |||
Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
| Opening balance as at (Note 2) 05 December 2023 | 95,115,471,046 | ||||
|
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023 |
10,000,000 | 0.01 % | % | ||
|
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 September 2023 |
4,360,000 | 0.004 % | % | ||
|
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 September 2023 |
1,759,115 | 0.001 % | % | ||
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 September 2023 |
3,480,900 | 0.003 % | % | ||
|
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 October 2023 |
1,110,500 | 0.001 % | % | ||
|
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 October 2023 |
4,789,500 | 0.004 % | % | ||
|
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 11 October 2023 |
6,000,000 | 0.005 % | % |
Page 5 of 11
|
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 12 October 2023 |
4,000,000 | 0.003 % | % | ||
|
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 October 2023 |
4,200,000 | 0.004 % | % | ||
|
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 October 2023 |
5,000,063 | 0.004 % | % | ||
|
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 October 2023 |
2,094,070 | 0.002 % | % | ||
|
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 October 2023 |
10,005,900 | 0.01 % | % | ||
|
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 October 2023 |
8,200,000 | 0.01 % | % | ||
|
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 October 2023 |
5,500,000 | 0.005 % | % | ||
|
15). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 October 2023 |
2,500,000 | 0.002 % | % | ||
|
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 October 2023 |
2,320,000 | 0.002 % | % | ||
|
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 October 2023 |
2,680,000 | 0.002 % | % | ||
| 18). Repurchase of shares (or other securities) but not cancelled | 2,680,000 | 0.002 % | % |
Page 6 of 11
| Date of changes 26 October 2023 | |||||
|
19). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 October 2023 |
1,311,300 | 0.001 % | % | ||
|
20). Repurchase of shares (or other securities) but not cancelled
Date of changes 30 October 2023 |
4,608,700 | 0.004 % | % | ||
|
21). Repurchase of shares (or other securities) but not cancelled
Date of changes 31 October 2023 |
2,719,500 | 0.002 % | % | ||
|
22). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 November 2023 |
2,180,500 | 0.002 % | % | ||
|
23). Repurchase of shares (or other securities) but not cancelled
Date of changes 03 November 2023 |
2,700,000 | 0.002 % | % | ||
|
24). Repurchase of shares (or other securities) but not cancelled
Date of changes 06 November 2023 |
4,200,020 | 0.004 % | % | ||
|
25). Repurchase of shares (or other securities) but not cancelled
Date of changes 07 November 2023 |
2,990,000 | 0.002 % | % | ||
|
26). Repurchase of shares (or other securities) but not cancelled
Date of changes 08 November 2023 |
3,770,000 | 0.003 % | % | ||
|
27). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 November 2023 |
1,000,000 | 0.001 % | % | ||
|
28). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 November 2023 |
4,800,000 | 0.004 % | % |
Page 7 of 11
|
29). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 November 2023 |
2,083,300 | 0.002 % | % | ||
|
30). Repurchase of shares (or other securities) but not cancelled
Date of changes 14 November 2023 |
3,666,700 | 0.003 % | % | ||
|
31). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 November 2023 |
1,642,010 | 0.001 % | % | ||
|
32). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 November 2023 |
4,578,000 | 0.004 % | % | ||
|
33). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 November 2023 |
3,130,000 | 0.003 % | % | ||
|
34). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 November 2023 |
2,839,990 | 0.002 % | % | ||
|
35). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 November 2023 |
2,000,000 | 0.002 % | % | ||
|
36). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 November 2023 |
4,000,000 | 0.003 % | % | ||
|
37). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 November 2023 |
3,799,932 | 0.003 % | % | ||
|
38). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 November 2023 |
4,800,000 | 0.004 % | % | ||
| Closing balance as at (Note 8) 07 December 2023 | 95,115,471,046 |
| Remarks: | Issued shares as a % of existing number of issued shares before relevant share issue is calculated with reference to the Company's total number of issued shares of 119,863,719,646 shares (comprising 24,748,248,600 H shares and 95,115,471,046 A shares) after share cancellation on 8 September 2023. |
Page 8 of 11
|
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable: (Note 9) | ||
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; | |
| (ii) | all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled; | |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; | |
| (iv) | all the securities of each class are in all respects identical (Note 10); | |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; | |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; | |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and | |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. | |
Notes to Section I:
| 1. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. | |
| 2. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. | |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. | |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. | |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. | |
| 6. | In the context of a repurchase of shares: | |
| • | “issues of shares” should be construed as “repurchases of shares”; and | |
Page 9 of 11
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. | |
| 7. | In the context of a redemption of shares: | |
| • | “issues of shares” should be construed as “redemptions of shares”; | |
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and | |
| • | “issue price per share” should be construed as “redemption price per share”. | |
| 8. | The closing balance date is the date of the last relevant event being disclosed. | |
| 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. | |
| 10. | “Identical” means in this context: | |
| • | the securities are of the same nominal value with the same amount called up or paid up; | |
| • | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and | |
| • | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. | |
| 11. | SEHK refers to Stock Exchange of Hong Kong. | |
Page 10 of 11
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
| Section II | |||||
| 1. Class of shares | Ordinary shares | Type of shares | H | Listed on SEHK (Note) | Yes |
| Stock code (if listed) | 00386 | Description | |||
| A. Purchase report |
|
Trading date |
Number of securities purchased |
Method of purchase |
Price per share or highest price paid $ |
Lowest price paid $ |
Total paid $ | ||||
| 1). 07 December 2023 | 14,684,000 | On the Exchange | HKD | 3.9 | HKD | 3.83 | HKD | 56,818,269.6 | |
| Total number of securities purchased | 14,684,000 | Total paid $ | HKD | 56,818,269.6 | |||
| B. Additional information for issuer whose primary listing is on the Exchange | |||||||
| 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) | (a) | 331,512,000 | |||||
| 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue | 0.28 | % | |||||
| We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 12 April 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange. |
| Remarks: | In relation to repurchase of H shares, the above B 2) % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution was calculated based on the Company's total number of issued shares of 119,896,407,646 shares on 30 May 2023 (comprising 24,780,936,600 H shares and 95,115,471,046 A shares). |
| Note to Section II: | Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. |
| Submitted by: | Huang Wensheng | |
| (Name) | ||
| Title: | Vice President and Secretary to the Board of Directors | |
| (Director, Secretary or other Duly Authorised Officer) |
Page 11 of 11
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
| Instrument: | Equity issuer | Status: | New Submission | |
| Name of Issuer: | China Petroleum & Chemical Corporation | |||
| Date Submitted: | 08 December 2023 |
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | |||||
| 1. Class of shares | Ordinary shares | Type of shares | H | Listed on SEHK (Note 11) | Yes |
| Stock code (if listed) | 00386 | Description | |||
|
Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
| Opening balance as at (Note 2) 07 December 2023 | 24,748,248,600 | ||||
|
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 September 2023 |
8,620,000 | 0.01 % | % | ||
|
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 September 2023 |
5,854,000 | 0.005 % | % | ||
|
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 September 2023 |
5,812,000 | 0.005 % | % | ||
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 September 2023 |
5,786,000 | 0.005 % | % |
Page 1 of 12
|
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023 |
5,840,000 | 0.005 % | % | ||
|
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 September 2023 |
580,000 | 0.0005 % | % | ||
|
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 September 2023 |
90,000 | 0.0001 % | % | ||
|
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 October 2023 |
13,056,000 | 0.01 % | % | ||
|
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 30 October 2023 |
12,344,000 | 0.01 % | % | ||
|
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 31 October 2023 |
12,344,000 | 0.01 % | % | ||
|
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 November 2023 |
7,782,000 | 0.01 % | % | ||
|
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 02 November 2023 |
9,194,000 | 0.01 % | % | ||
|
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 03 November 2023 |
2,630,000 | 0.002 % | % | ||
|
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 06 November 2023 |
12,254,000 | 0.01 % | % | ||
| 15). Repurchase of shares (or other securities) but not cancelled | 12,314,000 | 0.01 % | % |
Page 2 of 12
| Date of changes 07 November 2023 | |||||
|
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 08 November 2023 |
12,468,000 | 0.01 % | % | ||
|
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 November 2023 |
12,344,000 | 0.01 % | % | ||
|
18). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 November 2023 |
11,804,000 | 0.01 % | % | ||
|
19). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 November 2023 |
6,144,000 | 0.01 % | % | ||
|
20). Repurchase of shares (or other securities) but not cancelled
Date of changes 14 November 2023 |
6,296,000 | 0.01 % | % | ||
|
21). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 November 2023 |
4,520,000 | 0.004 % | % | ||
|
22). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 November 2023 |
11,736,000 | 0.01 % | % | ||
|
23). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 November 2023 |
9,522,000 | 0.01 % | % | ||
|
24). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 November 2023 |
1,726,000 | 0.001 % | % | ||
|
25). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 November 2023 |
9,522,000 | 0.01 % | % |
Page 3 of 12
|
26). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 November 2023 |
7,530,000 | 0.01 % | % | ||
|
27). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 November 2023 |
8,808,000 | 0.01 % | % | ||
|
28). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 November 2023 |
8,716,000 | 0.01 % | % | ||
|
29). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 November 2023 |
9,530,000 | 0.01 % | % | ||
|
30). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 November 2023 |
9,604,000 | 0.01 % | % | ||
|
31). Repurchase of shares (or other securities) but not cancelled
Date of changes 29 November 2023 |
9,676,000 | 0.01 % | % | ||
|
32). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 December 2023 |
9,702,000 | 0.01 % | % | ||
|
33). Repurchase of shares (or other securities) but not cancelled
Date of changes 04 December 2023 |
9,682,000 | 0.01 % | % | ||
|
34). Repurchase of shares (or other securities) but not cancelled
Date of changes 05 December 2023 |
10,310,000 | 0.01 % | % | ||
|
35). Repurchase of shares (or other securities) but not cancelled
Date of changes 07 December 2023 |
14,684,000 | 0.01 % | % | ||
|
36). Repurchase of shares (or other securities) but not cancelled |
16,326,000 | 0.01 % | % |
Page 4 of 12
|
Date of changes 08 December 2023 |
| Closing balance as at (Note 8) 08 December 2023 | 24,748,248,600 |
| 2. Class of shares | Ordinary shares | Type of shares | A | Listed on SEHK (Note 11) | No |
| Stock code (if listed) | Description | Listed on Shanghai Stock Exchange (stock code: 600028) | |||
Issues of shares (Notes 6 and 7) |
No. of shares | Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) |
Issue price per share (Notes 1 and 7) |
Closing market price per share of the immediately preceding business day (Note 5) |
% discount(-)/ premium of issue price to market price (Note 7) |
| Opening balance as at (Note 2) 07 December 2023 | 95,115,471,046 | ||||
|
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023 |
10,000,000 | 0.01 % | % | ||
|
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 September 2023 |
4,360,000 | 0.004 % | % | ||
|
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 September 2023 |
1,759,115 | 0.001 % | % | ||
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 September 2023 |
3,480,900 | 0.003 % | % | ||
|
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 October 2023 |
1,110,500 | 0.001 % | % | ||
|
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 October 2023 |
4,789,500 | 0.004 % | % | ||
|
7). Repurchase of shares (or other securities) but not cancelled |
6,000,000 | 0.005 % | % |
Page 5 of 12
|
Date of changes 11 October 2023 |
|||||
|
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 12 October 2023 |
4,000,000 | 0.003 % | % | ||
|
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 October 2023 |
4,200,000 | 0.004 % | % | ||
|
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 October 2023 |
5,000,063 | 0.004 % | % | ||
|
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 October 2023 |
2,094,070 | 0.002 % | % | ||
|
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 October 2023 |
10,005,900 | 0.01 % | % | ||
|
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 October 2023 |
8,200,000 | 0.01 % | % | ||
|
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 October 2023 |
5,500,000 | 0.005 % | % | ||
|
15). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 October 2023 |
2,500,000 | 0.002 % | % | ||
|
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 October 2023 |
2,320,000 | 0.002 % | % | ||
|
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 October 2023 |
2,680,000 | 0.002 % | % |
Page 6 of 12
18). Repurchase of shares (or other securities) but not cancelled
|
2,680,000 | 0.002 % | % |
| Date of changes 26 October 2023 | |||||
|
19). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 October 2023 |
1,311,300 | 0.001 % | % | ||
|
20). Repurchase of shares (or other securities) but not cancelled
Date of changes 30 October 2023 |
4,608,700 | 0.004 % | % | ||
|
21). Repurchase of shares (or other securities) but not cancelled
Date of changes 31 October 2023 |
2,719,500 | 0.002 % | % | ||
|
22). Repurchase of shares (or other securities) but not cancelled
Date of changes 01 November 2023 |
2,180,500 | 0.002 % | % | ||
|
23). Repurchase of shares (or other securities) but not cancelled
Date of changes 03 November 2023 |
2,700,000 | 0.002 % | % | ||
|
24). Repurchase of shares (or other securities) but not cancelled
Date of changes 06 November 2023 |
4,200,020 | 0.004 % | % | ||
|
25). Repurchase of shares (or other securities) but not cancelled
Date of changes 07 November 2023 |
2,990,000 | 0.002 % | % | ||
|
26). Repurchase of shares (or other securities) but not cancelled
Date of changes 08 November 2023 |
3,770,000 | 0.003 % | % | ||
|
27). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 November 2023 |
1,000,000 | 0.001 % | % | ||
|
28). Repurchase of shares (or other securities) but not cancelled |
4,800,000 | 0.004 % | % |
Page 7 of 12
|
Date of changes 10 November 2023 |
|
29). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 November 2023 |
2,083,300 | 0.002 % | % | ||
|
30). Repurchase of shares (or other securities) but not cancelled
Date of changes 14 November 2023 |
3,666,700 | 0.003 % | % | ||
|
31). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 November 2023 |
1,642,010 | 0.001 % | % | ||
|
32). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 November 2023 |
4,578,000 | 0.004 % | % | ||
|
33). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 November 2023 |
3,130,000 | 0.003 % | % | ||
|
34). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 November 2023 |
2,839,990 | 0.002 % | % | ||
|
35). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 November 2023 |
2,000,000 | 0.002 % | % | ||
|
36). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 November 2023 |
4,000,000 | 0.003 % | % | ||
|
37). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 November 2023 |
3,799,932 | 0.003 % | % | ||
|
38). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 November 2023 |
4,800,000 | 0.004 % | % |
Page 8 of 12
| Closing balance as at (Note 8) 08 December 2023 | 95,115,471,046 |
| Remarks: | Issued shares as a % of existing number of issued shares before relevant share issue is calculated with reference to the Company's total number of issued shares of 119,863,719,646 shares (comprising 24,748,248,600 H shares and 95,115,471,046 A shares) after share cancellation on 8 September 2023. |
Page 9 of 12
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
| (i) | all money due to the listed issuer in respect of the issue of securities has been received by it; |
| (ii) | all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled; |
| (iii) | all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all the securities of each class are in all respects identical (Note 10); |
| (v) | all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; |
| (vi) | all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; |
| (vii) | completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies. |
Notes to Section I:
| 1. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. | |
| 2. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. | |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. | |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. | |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. | |
| 6. | In the context of a repurchase of shares: | |
| • | “issues of shares” should be construed as “repurchases of shares”; and | |
Page 10 of 12
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. | |
| 7. | In the context of a redemption of shares: | |
| • | “issues of shares” should be construed as “redemptions of shares”; | |
| • | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and | |
| • | “issue price per share” should be construed as “redemption price per share”. | |
| 8. | The closing balance date is the date of the last relevant event being disclosed. | |
| 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. | |
| 10. | “Identical” means in this context: | |
| • | the securities are of the same nominal value with the same amount called up or paid up; | |
| • | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and | |
| • | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. | |
| 11. | SEHK refers to Stock Exchange of Hong Kong. | |
Page 11 of 12
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange
| Section II | |||||
| 1. Class of shares | Ordinary shares | Type of shares | H | Listed on SEHK (Note) | Yes |
| Stock code (if listed) | 00386 | Description | |||
| A. Purchase report |
|
Trading date |
Number of securities purchased |
Method of purchase |
Price per share or highest price paid $ |
Lowest price paid $ |
Total paid $ | ||||
| 1). 08 December 2023 | 16,326,000 | On the Exchange | HKD | 3.94 | HKD | 3.88 | HKD | 63,793,845 | |
| Total number of securities purchased | 16,326,000 | Total paid $ | HKD | 63,793,845 | |||
| B. Additional information for issuer whose primary listing is on the Exchange | |||||||
| 1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution) | (a) | 347,838,000 | |||||
| 2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of shares in issue | 0.29 | % | |||||
| We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 12 April 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange. |
| Remarks: | In relation to repurchase of H shares, the above B 2) % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution was calculated based on the Company's total number of issued shares of 119,896,407,646 shares on 30 May 2023 (comprising 24,780,936,600 H shares and 95,115,471,046 A shares). |
| Note to Section II: | Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer. |
| Submitted by: | Huang Wensheng | |
| (Name) | ||
| Title: | Vice President and Secretary to the Board of Directors | |
| (Director, Secretary or other Duly Authorised Officer) |
Page 12 of 12
China Petroleum & Chemical Corporation Intends to Deregister and Terminate Its Reporting Obligations Under the U.S. Securities Exchange Act of 1934
NEW YORK, December 8, 2023 -- China Petroleum & Chemical Corporation (“Sinopec Corp.” or the “Company”) (HKEX:00386)(SSE:600028) announced today that the Company intends to deregister with the United States Securities and Exchange Commission (the “SEC”) and terminate its reporting obligations under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company filed a Form 25 with the SEC on August 29, 2022 to delist its American depositary shares (the “ADSs”) from the New York Stock Exchange. The delisting became effective on September 8, 2022, and the ADS program was terminated on December 5, 2022.
In light of the delisting of the ADSs and the termination of the ADS program, the Company intends to file a Form 15F with the SEC on December 8, 2023 to deregister the ADSs and the underlying H shares of the Company, and terminate its reporting obligations under section 13(a) and section 15(d) of the Exchange Act pursuant to Rule 12h-6 under the Exchange Act. Thereafter, all of the Company’s reporting obligations under the Exchange Act will be suspended unless the Form 15F is subsequently withdrawn or denied. Deregistration and termination of the Company’s reporting obligations under the Exchange Act are expected to become effective 90 days after its filing of Form 15F. Once the Form 15F is filed, the Company will publish the information required under Rule 12g3-2(b) of the Exchange Act on its website, http://www.sinopec.com/listco/en/investor_centre.
The Company will continue to comply with its information disclosure and other obligations as a listed company under the relevant rules of The Stock Exchange of Hong Kong Limited and the Shanghai Stock Exchange as well as other applicable laws and regulations.
1
CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This press release may contain, in addition to historical information, “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These forward- looking statements are based on the Company’s current assumptions, expectations and projections about future events. The Company uses words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward looking statements, although not all forward-looking statements contain these words. All of the forward-looking statements made in this press release are qualified by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise.
| Investor Inquiries： | Media Inquiries: |
| Beijing | Beijing |
|
Tel：(86 10) 5996 0028
Fax：(86 10) 5996 0386
Email：[email protected]
|
Tel：(86 10) 5996 8146
Fax：(86 10) 5996 9810
Email：[email protected]
|
|
Houston
Tel：(832) 834 2431
Fax：(713) 544 8878
Email：[email protected] |
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/ Huang Wensheng
Name: Huang Wensheng
Title: Vice President and Secretary to the Board of Directors
Date: December 8, 2023