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China Aviation Oil (Singapore) Corporation

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China Aviation Oil (Singapore) Corporation PROSPECTUS DATED 26 NOVEMBER 2001 We have made an application to the Singapore Exchange Securities Trading Limited ``SGX-ST'') for permission to deal in and for quotation of all the ordinary shares of $0.05 each the ``Shares'') in the capital of China Aviation Oil Singapore) Corporation Ltd the ``Company'') which are the subject of this Invitation the ``New Shares'') and the Shares which may be issued upon the exercise of the options to be granted under the China Aviation Oil Share Option Scheme the ``Option Shares''). Such permission will be granted when we have been admitted to the Of®cial List of the SGX-ST. Acceptance of applications will be conditional upon permission being granted to deal in, and for quotation of, all of the issued Shares, the New Shares and the Option Shares. If the completion of the Invitation does not occur because the SGX-ST's permission is not granted or for any other reasons, moneys paid in respect of any application accepted will be returned to you at your own risk without interest or any share of revenue or other bene®t arising therefrom and you will not have any claim against us or the Manager. The SGX-ST assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this Prospectus. Admission to the Of®cial List of SGX-ST is not to be taken as an indication of the merits of the Invitation, our Company, our subsidiary, our Shares, the New Shares, the CAO Scheme or the Option Shares. A copy of this Prospectus has been lodged with the Registrar of Companies and Businesses in Singapore who takes no responsibility for its contents. POTENTIAL INVESTORS IN OUR COMPANY SHOULD BE AWARE OF THE HIGH DEPENDENCE OF OUR COMPANY ON OUR PARENT GROUP WHO IS OUR MAJOR CUSTOMER. INVESTING IN THE SHARES INVOLVES A HIGH DEGREE OF RISK, WHICH ARE DESCRIBED IN THE SECTION ``RISK FACTORS'' ON PAGES 18 TO 23 OF THIS PROSPECTUS. CHINA AVIATION OIL SINGAPORE) CORPORATION LTD Incorporated in Singapore on 26 May 1993) Invitation in respect of 144,000,000 New Shares of $0.05 each comprising:± 1) 10,000,000 Offer Shares at $0.56 for each Offer Share by way of public offer; and 2) 134,000,000 Placement Shares by way of placement, comprising:± i) 131,500,000 Placement Shares at $0.56 for each Placement Share for applications by way of Placement Shares Application Forms; ii) 1,600,000 Placement Shares at $0.56 for each Placement Share for applications through theInternet;and iii) 900,000 Reserved Shares at $0.56 for each Share reserved for the management and employees of the Group, payablein full on application. Manager, Underwriter and Placement Agent CONTENTS Page CORPORATE INFORMATION ................................ 4 DEFINITIONS ......................................... 5 GLOSSARY OF TECHNICAL TERMS ............................ 8 DETAILS OF THE INVITATION ................................ 10 LISTING ON THE SGX-ST ................................. 10 INDICATIVE TIMETABLE FOR LISTING . .......................... 11 SELLING RESTRICTIONS IN HONG KONG ......................... 12 PROSPECTUS SUMMARY .................................. 13 OUR COMPANY ...................................... 13 THE INVITATION ...................................... 15 ISSUE STATISTICS ...................................... 16 RISK FACTORS ....................................... 18 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ............ 24 USE OF PROCEEDS ..................................... 26 DIVIDEND POLICY ...................................... 27 CAPITALISATION AND INDEBTEDNESS .......................... 28 DILUTION .......................................... 29 KEY FINANCIAL DATA .................................... 30 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................ 32 OVERVIEW ......................................... 32 RESULTS OF OPERATIONS ................................ 34 LIQUIDITY AND CAPITAL RESOURCES .......................... 40 REVIEW OF FINANCIAL POSITION . .......................... 41 FOREIGN EXCHANGE . .................................. 43 PROFIT FORECAST . .................................. 44 BUSINESS .......................................... 45 HISTORY .......................................... 45 CORPORATE STRUCTURE ................................. 47 1 Page BUSINESS ......................................... 47 Business Overview . .................................. 47 Our Business ....................................... 48 Clean Petroleum Products ................................ 48 Black Petroleum Products ................................ 50 Crude Oil ......................................... 51 Petrochemical Products ................................. 51 Derivatives Products . .................................. 51 Travel Business ...................................... 52 Operations ........................................ 53 Credit Terms and Credit Policy .............................. 53 Pricing .......................................... 54 Risk Management . .................................. 54 Internal Controls . .................................. 55 CUSTOMERS ........................................ 56 SUPPLIERS ......................................... 57 AWARDS .......................................... 58 SALES AND MARKETING ................................. 58 COMPETITION ....................................... 58 OUR COMPETITIVE STRENGTHS . .......................... 59 PROSPECTS ........................................ 60 OUR STRATEGY AND FUTURE PLANS .......................... 61 PROPERTY ......................................... 62 LEGAL PROCEEDINGS . .................................. 63 INSURANCE ........................................ 63 EXCHANGE CONTROLS .................................. 63 EMPLOYEES ........................................ 63 DIRECTORS AND MANAGEMENT .............................. 64 DIRECTORS ........................................ 64 MANAGEMENT ....................................... 67 MANAGEMENT REPORTING STRUCTURE ......................... 69 DIRECTORS' REMUNERATION ............................... 70 SERVICE AGREEMENT . .................................. 70 CORPORATE GOVERNANCE ................................ 72 2 Page INTERESTED PERSON TRANSACTIONS .......................... 73 PAST AND PRESENT INTERESTED PERSON TRANSACTIONS .............. 73 POTENTIAL INTERESTED PERSON TRANSACTIONS . .................. 75 SHAREHOLDERS' MANDATE ............................... 75 POTENTIAL CONFLICT OF INTERESTS ........................... 78 SHARE OPTION SCHEME .................................. 79 CHINA AVIATION OIL SHARE OPTION SCHEME ...................... 79 SHAREHOLDERS ...................................... 86 OWNERSHIP STRUCTURE ................................. 86 MERGER OF CAOSC . .................................. 86 MORATORIUM ....................................... 87 SHARE CAPITAL ....................................... 88 TAXATION .......................................... 90 CLEARANCE AND SETTLEMENT .............................. 93 DIRECTORS' REPORT .................................... 94 LETTER FROM THE AUDITOR AND REPORTING ACCOUNTANTS IN RELATION TO THE CONSOLIDATED PROFIT FORECAST FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2001 .................................... 95 ACCOUNTANTS' REPORT .................................. 96 GENERAL AND STATUTORY INFORMATION ........................ 120 APPENDIX I TERMS AND CONDITIONS AND PROCEDURES FOR APPLICATION AND ACCEPTANCE ....................................... 136 ADDITIONAL TERMS AND CONDITIONS FOR APPLICATIONS USING PRINTED APPLICATION FORMS . .................................. 140 ADDITIONAL TERMS AND CONDITIONS FOR ELECTRONIC APPLICATIONS ....... 144 APPENDIX II RULES OF THE CHINA AVIATION OIL SHARE OPTION SCHEME . .......... 152 APPENDIX III DESCRIPTION OF SHARE CAPITAL . .......................... 171 APPENDIX IV SUMMARY OF MATERIAL CHANGES TO THE PRELIMINARY PROSPECTUS DATED 13 NOVEMBER 2001 . .................................. 175 3 CORPORATE INFORMATION BOARD OF DIRECTORS : Jia Changbin =Chairman and Non-Executive Director) Chen Jiulin =Managing Director) Bao Xiaoyan =Non-Executive Director) Zhang Junru =Non-Executive Director) Gao Renwen =Non-Executive Director) Zhang Yizhou =Non-Executive Director) Jerry Lee Kian Eng =Independent Director) Tan Hui Boon =Independent Director) Yan Xuetong =Independent Director) COMPANY SECRETARIES : Adrian Mark Chang Choon Siew =CPA) Anne Skading REGISTERED OFFICE AND : 8 Temasek Boulevard PRINCIPAL OFFICE #31-02 Suntec Tower Three Singapore 038988 Tel: 334 8979 Fax: 333 5283 SHARE REGISTRAR AND : Lim Associates =Pte) Ltd SHARE TRANSFER OFFICE 10 Collyer Quay# 19-08 Ocean Building Singapore 049315 MANAGER, UNDERWRITER : The Development Bank of Singapore Ltd AND PLACEMENT AGENT 6 Shenton Way DBS Bank Building Tower One Singapore 068809 SOLICITORS TO THE : Wong Partnership INVITATION 80 Raf¯es Place# 58-01 UOB Plaza 1 Singapore 048624 AUDITORS AND REPORTING : Ernst & Young ACCOUNTANTS Certi®ed Public Accountants 10 Collyer Quay #21-01 Ocean Building Singapore 049315 LEGAL ADVISERS AS TO PRC : Jun He Law Of®ces LAW China Resources Building, 20th Floor 8 Jianguomenbei Avenue Beijing 100005 People's Republic of China 4 DEFINITIONS In this Prospectus and the accompanying Application Forms, the following de®nitions apply where the context so admits:± Companies ``CAO'' or ``Company'' : China Aviation Oil =Singapore) Corporation Ltd. The terms ``we'', ``our'', ``our Company''
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