LTN20130510013.Pdf

LTN20130510013.Pdf

IMPORTANT If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. 中石化煉化工程(集團)股份有限公司 SINOPEC Engineering (Group) Co., Ltd.* (a joint stock limited liability company incorporated in the People’s Republic of China) GLOBAL OFFERING Number of Offer Shares under the 1,328,000,000 H Shares (subject to Global Offering : adjustment and the Over-allotment Option) Number of Hong Kong Public Offer Shares : 66,400,000 H Shares (subject to adjustment) Number of International Offer Shares : 1,261,600,000 H Shares (subject to adjustment and the Over-allotment Option) Maximum Offer Price : HK$13.10 per H Share payable in full on application subject to refund on final pricing, plus brokerage of 1%, SFC transaction levy of 0.003% and Hong Kong Stock Exchange trading fee of 0.005% Nominal Value : RMB1.00 per H Share Stock Code : 2386 Joint Sponsors Joint Global Coordinators Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, 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 prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix VIII — Documents Delivered to the Registrar of Companies and Available for Inspection”, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies Ordinance of Hong Kong (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or for any other document referred to above. The Offer Price is expected to be determined by an agreement between us and the Joint Global Coordinators (on behalf of the Hong Kong Underwriters) on the Price Determination Date. The Price Determination Date is expected to be on or about May 16, 2013 and, in any event, not later than May 20, 2013. The Offer Price will be not more than HK$13.10 and is currently expected to be not less than HK$9.80 per Offer Share unless otherwise announced. The Joint Global Coordinators (on behalf of the Hong Kong Underwriters, and with our consent) may reduce the number of Offer Shares stated in this prospectus and/or the indicative Offer Price range stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering in which case, notice of such reduction will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese), and will be posted on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) and on the website of our Company (www.segroup.cn). Further details are set out in the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Public Offer Shares” in this prospectus. If, for whatever reason, the Offer Price is not agreed between us and the Joint Global Coordinators (on behalf of the Underwriters) on or before May 20, 2013, the Global Offering (including the Hong Kong Public Offering) will not proceed and will lapse. We are incorporated, and substantially all of our businesses are located, in the PRC. Potential investors should be aware of the differences in the legal, economic and financial systems between the PRC and Hong Kong, and the fact that there are different risks relating to investment in PRC-incorporated companies. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong, and should take into consideration the different market nature of the H Shares. Such differences and risk factors are set forth in the sections headed “Risk Factors”, “Regulations”, “Appendix V — Summary of Principal Legal and Regulatory Provisions” and “Appendix VI — Summary of Articles of Association” to this prospectus. The Offer Shares have not been and will not be, registered under the U.S. Securities Act or any state securities laws in the United States, and may not be offered, sold, pledged or transferred within the United States, except that the Offer Shares may be offered, sold and delivered in the United States to QIBs pursuant to Rule 144A or another exemption from registration under the U.S. Securities Act, or outside the United States in reliance on Regulation S. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscription for, Hong Kong Public Offer Shares are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters), if certain grounds arise at or prior to 8:00 a.m. (Hong Kong time) on the day dealings in the H Shares first commence on The Stock Exchange of Hong Kong Limited (such first dealing date is currently expected to be May 23, 2013). Such grounds are set out in the section headed “Underwriting” in this prospectus. It is important that you refer to that section for further details. * For identification purposes only. May 10, 2013 EXPECTED TIMETABLE(1) We will issue an announcement in Hong Kong to be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) if there is any change in the following expected timetable of the Hong Kong Public Offering. Application lists of the Hong Kong Public Offering open(2) ................... 11:45 a.m. on Wednesday, May 15, 2013 Latest time to: • complete electronic applications under the White Form eIPO service through the designated website, www.eipo.com.hk(3) ..........................11:30 a.m. on Wednesday, May 15, 2013 • lodge WHITE and YELLOW Application Forms ...................12:00 noon on Wednesday, May 15, 2013 • complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ...........................12:00 noon on Wednesday, May 15, 2013 • give electronic application instructions to HKSCC(4) ...............12:00 noon on Wednesday, May 15, 2013 Application lists of the Hong Kong Public Offering close ....................12:00 noon on Wednesday, May 15, 2013 Expected Price Determination Date(11) ............................Thursday, May 16, 2013 Announcement of • the Offer Price; • the level of indications of interest in the International Offering; • the level of applications in the Hong Kong Public Offering; and • the basis of allotment of the Hong Kong Public Offer Shares to be published in the South China Morning Post (in English), the Hong Kong Economic Times (in Chinese), on the website of our Company at www.segroup.cn and on the website of the Hong Kong Stock Exchange at www.hkexnews.hk on or before ......................................Wednesday, May 22, 2013 —i— EXPECTED TIMETABLE(1) Announcement of results of allocations in the Hong Kong Public Offering (with successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the website of the Hong Kong Stock Exchange at www.hkexnews.hk and the website of our Company at www.segroup.cn (please see paragraph headed “Publication of Results, Dispatch/Collection of H Share Certificates and Refund Monies” in the section headed “How to Apply for Hong Kong Public Offer Shares” in this prospectus on .........Wednesday, May 22, 2013 Results of allocations in the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function ..................................Wednesday, May 22, 2013 H Share certificates in respect of wholly or partially successful applications will be dispatched or deposited into CCASS on or before(5) to (10) ............................Wednesday, May 22, 2013 Dispatch of White Form e-Refund payment instructions/refund cheques (if applicable) in respect of wholly or partially unsuccessful applications on or before(6) to (10) ............................Wednesday, May 22, 2013 Dealings in H Shares on the Hong Kong Stock Exchange expected to commence on ...................................Thursday, May 23, 2013 Notes: (1) All dates and times refer to Hong Kong local dates and times, except otherwise stated. Details of the structure of the Global Offering, including its conditions, are set out in the section headed “Structure of the Global Offering” in this prospectus. (2) If there is a “black” rainstorm warning or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Wednesday, May 15, 2013, the application lists will not open on that day. Please see the section headed “How to Apply for Hong Kong Public Offer Shares — Effect of Bad Weather on the Opening of the Application Lists” in this prospectus. (3) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (4) Applicants who apply for Hong Kong Public Offer Shares by giving electronic application instructions to HKSCC should refer to the section headed “How to Apply for Hong Kong Public Offer Shares — Applying by Giving Electronic Application Instructions to HKSCC via CCASS” in this prospectus.

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