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 November 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 of Form 20-F or Form 40-F.)
Form 20-F ✔ Form 40-F _____
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ____ No ✔
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A
This Form 6-K consists of:
| 1. | An announcement regarding the plan to increase shareholdings in China Petroleum & Chemical Corporation (the “Registrant”) by the controlling shareholder; and |
| 2. | A copy of next day disclosure return of the Registrant; |
Each made by the Registrant on November 10, 2023.
Document 1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities for the contents of this announcement, 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 announcement.
Voluntary Announcement
Plan to Increase Shareholdings in the Company by the Controlling Shareholder
On 10 November 2023, China Petroleum & Chemical Corporation (the “Company”) received a notice from China Petrochemical Corporation, the controlling shareholder of the Company. Due to confidence in the Company’s development prospects, China Petrochemical Corporation plans to increase its shareholdings of A shares and H shares of the Company by itself and its wholly-owned subsidiary, through trading systems of the Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited, by an amount of not less than RMB 1 billion (inclusive) and not more than RMB 2 billion (inclusive) within 12 months since the date of this announcement (the “Shareholding Increase Plan”). It will be financed by the internal funds of China Petrochemical Corporation and its wholly-owned subsidiary.
As of the date of this announcement, China Petrochemical Corporation directly holds 80,572,167,393 A shares of the Company and indirectly holds 767,916,000 H shares of the Company through its overseas wholly-owned subsidiary, totaling 81,340,083,393 shares of the Company and representing approximately 67.86% of the total issued share capital of the Company.
The Shareholding Increase Plan is in compliance with relevant provisions of the Securities Law of China and other laws and regulations. China Petrochemical Corporation and its wholly-owned subsidiary undertake that they will not reduce their shareholdings in the Company during the period when the Shareholding Increase Plan is implemented or during the statutory period.
In accordance with relevant regulations, the Company will continue to monitor the Shareholding Increase Plan and make information disclosure in a timely manner.
There are certain risks that the Shareholding Increase Plan may not be implemented, or may be partially not implemented, as a result of changes in the capital market or other unpredictable factors, and investors are advised to be aware of the investment risks.
| | By Order of the Board |
| | China Petroleum & Chemical Corporation |
| | Huang Wensheng |
| | Vice President and Secretary to the Board of Directors |
Beijing, the PRC
10 November 2023
As of the date of this announcement, directors of the Company are: Ma Yongsheng*, Zhao Dong*, Yu Baocai#, Li Yonglin#, Lv Lianggong#, Cai Hongbin+, Ng, Kar Ling Johnny+, Shi Dan+ and Bi Mingjian+.
# Executive Director
* Non-executive Director
+ Independent Non-executive Director
Document 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: | 10 November 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) 09 November 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 % | | | % |
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 Date of changes 07 November 2023 | 12,314,000 | 0.01% | | | % |
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% | | | % |
Closing balance as at (Note 8) 10 November 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) 09 November 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 % | | | % |
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 Date of changes 26 October 2023 | 2,680,000 | 0.002 % | | | % |
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 % | | | % |
Closing balance as at (Note 8) 10 November 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. |
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 |
| • | “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. |
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 (Note) | Price per share or highest price paid $ | Lowest price paid $ | Total paid $ |
| 1). 10 November 2023 | 11,804,000 | On the Exchange | HKD | 4.01 | HKD | 3.98 | HKD | 47,120,387.6 |
| Total number of securities purchased | 11,804,000 | | | | Total paid $ | HKD | 47,120,387.6 |
B. Additional information for issuer whose primary listing is on the Exchange | | | |
1). Number of such securities p10urchased on the Exchange in the year to date (since ordinary resolution) | | (a) | 183,804,000 |
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 | | | 0.15 % |
| | | | |
| | | | |
| 2. Class of shares | Ordinary shares | Type of shares | A | Listed on SEHK (Note) | No |
| Stock code (if listed) | | Description | Listed on Shanghai Stock Exchange (stock code:600028) |
| A. Purchase report |
| Trading date | Number of securities purchased | Method of purchase (Note) | Price per share or highest price paid $ | Lowest price paid $ | Total paid $ |
| 1). 10 November 2023 | 4,800,000 | On another stock exchange Shanghai Stock Exchange | RMB | 5.42 | RMB | 5.34 | RMB | 25,802,435 |
| Total number of securities purchased | 4,800,000 | | | | Total paid $ | RMB | 25,802,435 |
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) | |
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 | | | % |
| | | | |
| 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) | |
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: November 14, 2023
