Obligation SinoPetroChem 1% ( XS1220876111 ) en EUR

SinoPetroChem

100 % ⇌

Chine

XS1220876111 ( en EUR )

1% par an ( paiement annuel )

27/04/2022 - Obligation échue

Prospectus brochure de l'obligation China Petroleum and Chemical XS1220876111 en EUR 1%, échue

100 000 EUR

650 000 000 EUR

China Petroleum & Chemical Corporation (Sinopec Group) est une entreprise énergétique intégrée chinoise, impliquée dans l'exploration et la production de pétrole et de gaz, le raffinage, la pétrochimie, la distribution de carburant, la vente au détail et la production d'engrais.

L'Obligation émise par SinoPetroChem ( Chine ) , en EUR, avec le code ISIN XS1220876111, paye un coupon de 1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/04/2022

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBS (AS DEFINED
BELOW) OR (2) ADDRESSEES OUTSIDE OF THE UNITED STATES WHO ARE NON-US PERSONS
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the attached offering memorandum (the "Offering Memorandum"). You are therefore advised to read this
disclaimer carefully before reading, accessing or making any other use of the attached. In accessing the
attached, you agree to be bound by the following terms and conditions, including any modifications to them
from time to time, each time you receive any information from us as a result of such access.
Confirmation of your Representation: You have accessed the attached document on the basis that you have
confirmed your representation to Citigroup Global Markets Inc., The Hongkong and Shanghai Banking
Corporation Limited, Goldman Sachs (Asia) L.L.C., Bank of China Limited, BOCI Asia Limited, Deutsche
Bank AG, Singapore Branch, Deutsche Bank AG, London Branch, CCB International Capital Limited, DBS
Bank Ltd., ICBC International Securities Limited, ING Bank N.V -- Singapore Branch, J.P. Morgan
Securities plc, Merrill Lynch International, Mizuho International plc, Mizuho Securities USA Inc., Morgan
Stanley & Co. International plc, Société Générale, and Standard Chartered Bank (collectively, the "Initial
Purchasers") that (1) either (i) you and any customers you represent are non-U.S. persons outside the United
States and the electronic mail address that you gave us and to which this e-mail has been delivered is not
located in the United States and, to the extent you purchase the securities described in the attached Offering
Memorandum you will be doing so pursuant to Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or (ii) you are acting on behalf of, or you are, a qualified institutional buyer
("QIB"), as defined in Rule 144A under the Securities Act, and (2) you consent to delivery of the attached
Offering Memorandum and any amendments or supplements thereto by electronic transmission.
The attached document has been made available to you in electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently
none of the Initial Purchasers nor any of their respective employees, representatives or affiliates accepts any
liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you
in electronic format and the hard copy version. We will provide a hard copy version to you upon request.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in this
electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer or guarantor
of the securities or any Initial Purchaser to subscribe for or purchase any of the securities described therein,
and access has been limited so that it shall not constitute a general advertisement or general solicitation (as
those terms are used in Regulation D under the Securities Act) or directed selling efforts (within the meaning
of Regulation S under the Securities Act) in the United States or elsewhere.
You are reminded that you have accessed the attached Offering Memorandum on the basis that you are a
person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver or
forward this document, electronically or otherwise, to any other person. If you have gained access to this
transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities
described therein.
Actions that You May Not Take: You should not reply by e-mail to this announcement, and you may not
purchase any securities by doing so. Any reply e-mail communications, including those you generate by using
the "Reply" function on your e-mail software, will be ignored or rejected.
THE ATTACHED OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO
ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORIZED.
You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is
at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and
other items of a destructive nature.

OFFERING MEMORANDUM
Sinopec Group Overseas Development (2015) Limited
(incorporated in the British Virgin Islands with limited liability)
US$2,500,000,000 2.50% Senior Notes Due 2020
US$1,500,000,000 3.25% Senior Notes Due 2025
US$800,000,000 4.10% Senior Notes Due 2045
C
= 850,000,000 0.50% Senior Notes Due 2018
C
= 650,000,000 1.00% Senior Notes Due 2022
unconditionally and irrevocably guaranteed by
CHINA PETROCHEMICAL CORPORATION
· 7 i 0 · ^ « ® !
(a state-owned enterprise incorporated in the People's Republic of China)
The US$2,500,000,000 2.50% Senior Notes due 2020 (the "2020 Notes"), the US$1,500,000,000 3.25% Senior Notes due 2025 (the "2025 Notes"), and the
US$800,000,000 4.10% Senior Notes due 2045 (the "2045 Notes," together with the 2020 Notes and the 2025 Notes, the "Dollar Notes") will be the unsubordinated
senior obligations of Sinopec Group Overseas Development (2015) Limited (the "Issuer"). The 2020 Notes, the 2025 Notes and the 2045 Notes will bear interest at
a rate of 2.50%, 3.25% and 4.10% per year, respectively. Interest on the Dollar Notes will accrue from April 28, 2015. Interest will be paid on the 2020 Notes, the
2025 Notes and the 2045 Notes semi-annually in arrears on April 28 and October 28 of each year, beginning on October 28, 2015. Unless previously repurchased,
cancelled or redeemed, the 2020 Notes, the 2025 Notes and the 2045 Notes will mature on April 28, 2020, April 28, 2025 and April 28, 2045, respectively.
The C
= 850,000,000 0.50% Senior Notes due 2018 (the "2018 Euro Notes") and the C
= 650,000,000 1.00% Senior Notes due 2022 (the "2022 Euro Notes" and,
together with the 2018 Eruo Notes, the Euro Notes", and the Euro Notes together with the Dollar Notes, the "Notes") will be the unsubordinated senior obligations
of the Issuer. The 2018 Euro Notes and the 2022 Euro Notes will bear interest at a rate of 0.50% and 1.00% per year, respectively. Interest on the Euro Notes will
accrue from April 28, 2015. The first interest payment on the 2018 Euro Notes will be made on April 27, 2016 in respect of the period from, and including April
28, 2015 to (but not including) April 27, 2016, and thereafter will be paid annually in arrears on April 27 in each year. Interest on the 2022 Euro Notes will be paid
annually in arrears on April 28 of each year, beginning on April 28, 2016. Unless previously repurchased, cancelled or redeemed, the 2018 Euro Notes and the 2022
Euro Notes will mature on April 27, 2018 and April 28, 2022, respectively.
The Notes will be irrevocably and unconditionally guaranteed (the "Guarantees") by China Petrochemical Corporation (the "Company").
The Issuer may redeem the Notes at any time upon the occurrence of certain tax events. At any time, the Issuer or the Company may at the Company's option
redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium as of, and
accrued and unpaid interest, if any, to the redemption date.
The Notes will rank pari passu with all of the Issuer's other existing and future unsubordinated obligations and will be effectively subordinated to its secured
obligations. The Guarantees will rank pari passu with all of the Company's other existing and future unsubordinated obligations and will be effectively subordinated
to its secured obligations and the obligations of its subsidiaries.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 26.
The Notes are expected to be assigned a rating of "Aa3" by Moody's Investors Service, Inc. ("Moody's") and "AA-" by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. ("S&P"). A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction
or withdrawal at any time by Moody's or S&P. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of
the Notes.
The Issuer has received an eligibility letter from The Stock Exchange of Hong Kong Limited (the "SEHK") for listing of, and permission to deal in, the Notes by
way of debt issues to professional investors only (as defined in the Rules Governing the Listing of Securities on the SEHK (the "Listing Rules")). The SEHK
assumes no responsibility for the correctness of any statements made, opinions expressed or reports contained in this offering memorandum. Listing of the Notes on
the SEHK is not to be taken as an indication of the merits of the Notes, the Guarantees, the Issuer or the Company.
Application has been made to the Irish Stock Exchange (the "ISE") for the approval of this document as listing particulars (the "Listing Particulars"). Application
has been made to the ISE for the Euro Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange-regulated market
of the ISE. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This document constitutes the Listing Particulars in
respect of the admission of the Euro Notes to the Official List and to trading on the Global Exchange Market of the ISE.
Offering Price for the 2020 Notes: 99.576% of principal am ount plus accrued interest from April 28, 2015
Offering Price for the 2025 Notes: 99.022% of principal am ount plus accrued interest from April 28, 2015
Offering Price for the 2045 Notes: 100.00% of principal am ount plus accrued interest from April 28, 2015
Offering Price for the 2018 Euro Notes: 99.716% of principal am ount plus accrued interest from April 28, 2015
Offering Price for the 2022 Euro Notes: 99.243% of principal am ount plus accrued interest from April 28, 2015
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any other place. Accordingly, the Notes and the Guarantees may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as such terms are defined under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act. The Notes and the Guarantees may be offered and sold only to (1) persons who are qualified institutional buyers ("Qualified Institutional
Buyers") (as defined in Rule 144A under the Securities Act) purchasing for their own account or the account of a Qualified Institutional Buyer as to which the
purchaser exercises sole investment discretion, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A; or (2)
non-U.S. persons (as defined in the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act, and in accordance with any other
applicable law. Prospective purchasers are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of certain restrictions on resales and transfers, see "Transfer Restrictions."
It is expected that delivery of the Dollar Notes will be made to investors in book-entry form through the facilities of the Depository Trust Company on or about
April 28, 2015. It is expected that the delivery of the Euro Notes will be made to investors in book-entry form through a common depository of Euroclear Bank
S.A./N.V. and Clearstream Banking société anonyme, Luxembourg on or about April 28, 2015. The closings of the Dollar Notes and Euro Notes offerings,
contemplated hereby are not contingent upon each other. See "Plan of Distribution."
Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
Citigroup
HSBC
Goldman Sachs (Asia) L.L.C.
Bank of China
Deutsche Bank
Joint Lead Managers and Joint Bookrunners
BofA
CCB
DBS
ICBC
ING J.P. Morgan
Mizuho
Morgan Société Générale
Standard
Merrill International Bank Ltd. International
Securities
Stanley
Corporate &
Chartered
Lynch
Investment
Bank
Banking
Offering Memorandum dated April 28, 2015.

NOTICE TO INVESTORS
Hong Kong Exchanges and Clearing Limited, the SEHK and the ISE take no responsibility for the
contents of this document, make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this document.
This offering memorandum has been prepared by the Issuer and the Company solely for use in
connection with the proposed offering of the Notes. Both the Issuer and the Company, as well as
Citigroup Global Markets Inc., The Hongkong and Shanghai Banking Corporation Limited,
Goldman Sachs (Asia) L.L.C., Bank of China Limited, BOCI Asia Limited, Deutsche Bank AG,
Singapore Branch, Deutsche Bank AG, London Branch, CCB International Capital Limited, DBS
Bank Ltd., ICBC International Securities Limited, ING Bank N.V -- Singapore Branch, J.P.
Morgan Securities plc, Merrill Lynch International, Mizuho International plc, Mizuho Securities
USA Inc., Morgan Stanley & Co. International plc, Société Générale, and Standard Chartered Bank
(collectively, the "Initial Purchasers"), reserve the right to withdraw the offering of the Notes at
any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than
all of the Notes offered hereby.
This offering memorandum is personal to the prospective investor to whom it has been delivered
by the Initial Purchasers and does not constitute an offer to any other person or to the public in
general to subscribe for or otherwise acquire the Notes. Distribution of this offering memorandum
to any person other than the prospective investor and those persons, if any, retained to advise that
prospective investor with respect thereto is unauthorized, and any disclosure of its contents
without the Issuer's prior written consent is prohibited. The prospective investor, by accepting
delivery of this offering memorandum, agrees to the foregoing and agrees not to make any
photocopies of this offering memorandum.
This offering memorandum is intended solely for the purpose of soliciting indications of interest
in the Notes from qualified investors and does not purport to summarize all of the terms,
conditions, covenants and other provisions contained in the indentures governing the Notes (the
"Indentures") and other transaction documents described herein. The information provided is not
all-inclusive. The market information in this offering memorandum has been obtained by the
Issuer from publicly available sources deemed by it to be reliable. The Issuer has accurately
reproduced certain information, and as far as the Issuer is aware and able to ascertain third-party
sources, no facts have been omitted which would render the reproduced information inaccurate or
misleading. Notwithstanding any investigation that the Initial Purchasers may have conducted with
respect to the information contained herein, the Initial Purchasers do not accept any liability in
relation to the information contained in this offering memorandum or its distribution or with
regard to any other information supplied by or on the Issuer's or the Company's behalf.
Each of the Issuer and the Company confirms that, after having made all reasonable inquiries, this
offering memorandum contains all information with regard to it and the Notes which is material to
the offering and sale of the Notes, that the information contained in this offering memorandum is
true and accurate in all material respects and is not misleading in any material respect and that
there are no omissions of any other facts from this offering memorandum which, by their absence
herefrom, make this offering memorandum misleading in any material respect. Each of the Issuer
and the Company accepts responsibility. To the best of our knowledge, the information contained
in this offering memorandum is in accordance with the facts and does not omit anything likely to
affect the import of this offering memorandum.
-- i --

You should rely only on the information contained in this offering memorandum. The Issuer and
the Company have not authorized anyone to provide you with information that is different. This
offering memorandum may only be used where it is legal to sell the Notes. The information in this
document may only be accurate at the date of this offering memorandum. Neither the delivery of
this offering memorandum nor any sale made hereunder shall under any circumstances imply that
there has been no change in the Company's or the Issuer's affairs and those of each of their
respective subsidiaries or that the information set forth herein is correct in all material respects as
of any date subsequent to the date hereof.
This document includes particulars given in compliance with the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information
with regard to the issuer and the guarantor. Each of the issuer and the guarantor accepts full
responsibility for the accuracy of the information contained in this document and confirms, having
made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts
the omission of which would make any statement herein misleading.
Prospective investors hereby acknowledge that (i) they have not relied on the Initial Purchasers or
any person affiliated with the Initial Purchasers in connection with any investigation of the
accuracy of such information or their investment decision and (ii) no person has been authorized
to give any information or to make any representation concerning the Issuer, the Company, the
Notes or the Guarantees (other than as contained herein and information given by the Issuer's or
the Company's duly authorized officers and employees, as applicable, in connection with
investors' examination of the Issuer and the Company, and the terms of this offering) and, if given
or made, any such other information or representation should not be relied upon as having been
authorized by the Issuer, the Company or the Initial Purchasers.
In making an investment decision, prospective investors must rely on their examination of the
Issuer and the Company and the terms of this offering, including the merits and risks
involved. Neither the Notes nor the Guarantees have been approved or recommended by any
United States federal or state securities commission or any other regulatory authority.
Furtherm ore, the foregoing authorities have not passed upon or endorsed the merits of the
offering or confirmed the accuracy or determined the adequacy of this offering
mem orandum. Any representation to the contrary is a criminal offense in the United States.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy,
any Note or Guarantee offered hereby by any person in any jurisdiction in which it is unlawful for
such person to make an offer or solicitation.
In connection with this issue, Citigroup Global Markets Inc., The Hongkong and Shanghai
Banking Corporation Limited, Goldman Sachs (Asia) L.L.C., Bank of China Limited, BOCI Asia
Limited, Deutsche Bank AG, Singapore Branch and Deutsche Bank AG, London Branch (the
"Stabilizing Managers"), or any of their affiliates (or any person acting on behalf of any of them)
may, to the extent permitted by applicable laws and regulations, over-allot or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail for a limited period after the issue date. However, there is no obligation on the
Stabilizing Managers, or any of their affiliates (or any person acting on behalf of any of them), to
do this. Such stabilization, if commenced, may be discontinued at any time, and must be brought
to an end after a limited period.
-- ii --

None of the Issuer, the Company or the Initial Purchasers, or any of its or their respective
affiliates or representatives is making any representation to any offeree or purchaser of the
Notes offered hereby regarding the legality of any investment by such offeree or purchaser
under applicable legal investment or similar laws. The Initial Purchasers have not separately
verified the information contained in this offering mem orandum. None of the Initial
Purchasers, the Trustee, Paying Agent or Registrar (each as defined below) makes any
representation, warranty or undertaking, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this offering
mem orandum. To the fullest extent permitted by law, none of the Initial Purchasers, the
Trustee, Paying Agent, Transfer Agent or Registrar accepts any responsibility for the contents
of this offering mem orandum or for any other statement made or purported to be made by
the Initial Purchasers, the Trustee, Paying Agent, Transfer Agent or Registrar or on their
behalf in connection with the Issuer and the Company or the issue and offering of the Notes.
Each of the Initial Purchasers, the Trustee, Paying Agent, Transfer Agent or Registrar
accordingly disclaims all and any liability whether arising in tort or contract or otherwise
which it might otherwise have in respect of this offering mem orandum or any such statement.
Each prospective investor should consult with its own advisors as to legal, tax, business,
financial and related aspects of a purchase of the Notes.
The distribution of this offering memorandum and the offer and sale of the Notes may, in certain
jurisdictions, be restricted by law. Each purchaser of the Notes must comply with all applicable
laws and regulations in force in each jurisdiction in which it purchases, offers or sells the Notes
or possesses or distributes this offering memorandum, and must obtain any consent, approval or
permission required for the purchase, offer or sale by it of the Notes under the laws and
regulations in force in any jurisdiction to which it is subject or in which it makes purchases,
offers or sales. See "Plan of Distribution" for a description of certain restrictions on the offer and
sale of the Notes, and the circulation of documents relating thereto, in certain jurisdictions.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B ("RSA 421-B") OF THE NEW
HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
-- iii --

AVAILABLE INFORMATION
At any time when we are not subject to Sections 13 or 15(d) of the U.S. Securities Exchange Act
of 1934, as amended, (the "Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b)
under the Exchange Act, we will furnish, upon request, to any holder of the Notes, or any
prospective purchaser designated by any such holder, information satisfying the requirements of
Rule 144A(d)(4)(i) under the Securities Act to permit compliance with Rule 144A in connection
with resales of the Notes for so long as any of the Notes are "restricted securities" within the
meaning of Rule 144(a)(3) under the Securities Act. We will also furnish to each such holder all
notices of shareholders' meetings and other reports and communications that are made generally
available to shareholders.
CERTAIN DEFINED TERMS AND CONVENTIONS
In this offering memorandum, references to:
·
"Company," "Guarantor," "we," "our" and "us" are to China Petrochemical Corporation, a
PRC state-owned enterprise (PRC company registration number 100000000001244(4-1))
(unless the context requires otherwise, including any subsidiaries of the Company), wholly
owned by the SASAC;
·
"CSG" are to coal seam gas, a form of natural gas extracted from coal beds;
·
" C
= " are to Euro, the official currency of the eurozone, which consists of 19 of the 28
member states of the European Union;
·
"Issuer" are to Sinopec Group Overseas Development (2015) Limited;
·
"LNG" are to liquefied natural gas, a form of natural gas that has been converted to liquid
form for ease of storage or transport;
·
"NDRC" are to the National Development and Reform Commission of the PRC;
·
"PRC" or "China" are to the People's Republic of China, excluding, for the purpose of this
offering memorandum only, the Hong Kong Special Administrative Region, the Macau
Special Administrative Region and Taiwan;
·
"provinces" are to provinces and to provincial-level autonomous regions and municipalities in
China which are directly under the supervision of the central PRC government;
·
"RMB" or "Renminbi" are to the Renminbi, the official currency of the PRC;
·
"SAFE" are to the State Administration of Foreign Exchange of the PRC;
·
"SASAC" are to the State-owned Assets Supervision and Administration Commission of the
State Council of China;
·
"Sinopec Catalyst" are to Sinopec Catalyst Co. Ltd., a PRC joint stock limited company
(unless the context requires otherwise, including any subsidiary of Sinopec Catalyst);
-- iv --

·
"Sinopec Corp." are to China Petroleum & Chemical Corporation, a PRC joint stock limited
company (unless the context requires otherwise, including any subsidiary of Sinopec Corp.);
·
"Sinopec Engineering" are to Sinopec Engineering (Group) Co., Ltd., a PRC joint stock
limited company (unless the context requires otherwise, including any subsidiary of Sinopec
Engineering);
·
"Sinopec Group" are to the Company and its subsidiaries other than Sinopec Corp. and its
subsidiaries;
·
"Sinopec Lubricant" are to Sinopec Lubricant Co. Ltd., a PRC joint stock limited company
(unless the context requires otherwise, including any subsidiary of Sinopec Lubricant);
·
"Sinopec Oilfield Service" are to Sinopec Oilfield Service Corporation, a PRC joint stock
limited company (unless the context requires otherwise, including any subsidiary of Sinopec
Oilfield Service); and
·
"US$" and "U.S. dollars" are to United States dollars, the official currency of the United
States of America.
Solely for your convenience, this offering memorandum contains translations of certain Renminbi
amounts and euro amounts into U.S. dollar amounts at specified rates. Unless indicated otherwise,
the translation of Renminbi amounts into U.S. dollar amounts has been made at the rate of RMB
6.2046 to US$1.00, the exchange rate set forth in the H. 10 weekly statistical release (the "Noon
Buying Rate") of the Board of Governors of the Federal Reserve System of the United States (the
"Federal Reserve Board") on December 31, 2014, and the translation of euro amounts into U.S.
dollar amounts has been made at the rate of US$1.2101 to C
= 1.00, the exchange rate set forth in
the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2014. Further
information on exchange rates is set forth in "Exchange Rates." You should not construe these
translations as representations that the Renminbi amounts could actually be converted into any
U.S. dollar amounts at the rates indicated or at all.
Market data and certain industry forecasts and statistics in this offering memorandum have been
obtained from both public and private sources, including market research, publicly available
information and industry publications. In many cases, there is no readily available external
information (whether from trade associations, government bodies or other organizations) to
validate market-related analyses and estimates, requiring us to rely on our own internally
developed estimates regarding our industry, our position in the industry, our market and segment
share and the market and segment shares of various industry participants based on experience, our
own investigation of market conditions and our review of industry publications, including
information made available to the public by our competitors. Although this information is believed
to be reliable, it has not been independently verified by the Issuer, the Company or the Initial
Purchasers or their respective directors and advisors, and neither the Issuer, the Company, nor the
Initial Purchasers nor their respective directors and advisors make any representation as to the
accuracy or completeness of that information. Such information may not be consistent with other
information compiled within or outside the PRC. In addition, third-party information providers
may have obtained information from market participants and such information may not have been
independently verified. This offering memorandum summarizes certain documents and other
information, and investors should refer to them for a more complete understanding of what is
discussed in those documents. In making an investment decision, each investor must rely on its
own examination of the Issuer, the Company and the terms of the offering and the Notes,
including the merits and risks involved.
-- v --

TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
PRESENTATION OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
ENFORCEABILITY OF FOREIGN JUDGMENTS AND CIVIL LIABILITIES . . . . . . . . . . . .
5
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
SUMMARY FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
DESCRIPTION OF THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
OUR HISTORY AND CORPORATE STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
56
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
SUMMARY OF RELEVANT PRC LAWS AND REGULATIONS . . . . . . . . . . . . . . . . . . . . . .
114
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
DESCRIPTION OF THE DOLLAR NOTES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . .
128
DESCRIPTION OF THE EURO NOTES AND GUARANTEES . . . . . . . . . . . . . . . . . . . . . . .
154
TRANSFER RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
EXCHANGE RATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
183
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
189
RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN PRC GAAP AND U.S. GAAP . . .
201
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
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PRESENTATION OF INFORMATION
Financial Data
The Company's consolidated income statement and balance sheet data for the years ended and as
of December 31, 2012, 2013 and 2014 have been extracted from the consolidated financial
statements audited by Grant Thornton Certified Public Accountants and included elsewhere in this
offering memorandum. Such financial statements are prepared in accordance with the requirements
of Accounting Standards for Business Enterprises -- Basic Standards, specific standards and
relevant regulations issued by Ministry of Finance of the PRC on or after February 15, 2006,
Application Guidance of Accounting Standards for Business Enterprises, Interpretation of
Accounting Standards for Business Enterprises and other regulations issued thereafter ("PRC
GAAP"). PRC GAAP differs in certain material respects from U.S. GAAP. For a discussion of
certain differences between PRC GAAP and U.S. GAAP, see "Description of Certain Differences
between PRC GAAP and U.S. GAAP."
Rounding
Certain amounts and percentages included in this offering memorandum have been rounded.
Accordingly, in certain instances, the sum of the numbers in a column may not exactly equal the
total figure for that column.
Oil and Gas Reserves
Oil and gas reserves are key elements in the Company's investment decision-making process in
relation to its exploration and production business. The term "reserves" describes the recoverable
quantity of oil and gas volumes that are commercially viable for development given the prevailing
economic situation, in particular the prices of crude oil and natural gas, present at the time of
estimation. Reserves are estimated using either a deterministic method, in which a single best
estimate is made based on known geological, engineering and economic data, or a probabilistic
method, in which known geological, engineering and economic data are used to generate a range
of estimates and their associated probabilities. All oil and gas reserves data are estimates, which
are revised when additional information becomes available (for example, when additional wells are
drilled or when actual production commences). "Proved reserves" refers to the estimated quantities
of crude oil and natural gas that geological and engineering data demonstrate have reasonable
certainty of being recovered in future years from known reservoirs under existing economic and
operating conditions (that is, prices and costs at the date the estimate is made). To qualify as
proved reserves, there should be at least a 90% probability that the quantities actually recovered
will equal or exceed the proved estimate.
The Company's total estimated proved crude oil and natural gas reserves are located in the PRC as
well as overseas. The Company's domestic crude oil and natural gas reserves accounted for more
than 60% of the total reserves of the Company in each of 2012, 2013 and 2014. The Company
manages its domestic reserves estimation as well as the reserves estimation for the Angola Block
18, the Kazakhstan-based Caspian Investment Resources Ltd., the Russia-based OAO Udmurt Oil
Company, and the Colombia-based Mansarovar Energy Columbia Ltd. through Sinopec Corp., and
its other overseas reserves estimation through Sinopec International Petroleum Exploration and
Production Corporation ("SIPC"). Each of Sinopec Corp. and SIPC has a two-tier reserve
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management system comprising (i) a reserve management committee at its headquarters level that
oversees the overall reserves estimation process and reviews the reserves estimation; and (ii)
reserve management offices at its production units or project companies that implement the
reserves estimation process and reviews reserves estimation reports.
The Company's reserves estimation is guided by procedural manuals and technical guidance.
Initial collection and compilation of reserves information is conducted internally. The reserve
management offices then work with technical experts to perform peer reviews to ensure that the
reserves estimation complies with relevant technical guidance qualitatively and quantitatively and
is accurate and reasonable. The reserve management committee is primarily responsible for
managing and coordinating the reserves estimation process, reviewing and approving annual
changes to and results of reserves estimation and reporting proved reserves. The Company's
reserves estimation process is further facilitated by a specialized reserves database which is
improved and updated periodically. Sinopec Corp. engages independent engineering consultants
who assist it in its reserves estimation process and to comply with relevant rules and regulations
of the United States Securities and Exchange Commission (the "SEC"). In addition, a substantial
majority of the Company's overseas oil and gas reserves estimation has been assessed by or with
assistance from independent engineering consultants.
The Company believes that the methods it uses to estimate these reserves are consistent with the
definitions and classifications in the Petroleum Resources Management System developed by
internationally recognized organizations such as the Society of Petroleum Engineers, World
Petroleum Congress, American Association of Petroleum Geologists and Society of Petroleum
Evaluation Engineers, which serve as guidelines for the oil and gas industry. Sinopec Corp.'s
reserve data for 2012, 2013 and 2014 were prepared in accordance with the SEC's final rules on
"Modernization of Oil and Gas Reporting," which became effective on January 1, 2010.
Unless otherwise indicated, information regarding the Company's oil and gas reserves and
production in this offering memorandum refers to the Company's share of reserves and production
based on its percentage of equity interest in the relevant properties.
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