Exhibit 4.19
DATED 31 March 2006
BETWEEN
CHINA PETROLEUM CORPORATION
AND
CHINA PETROLEUM & CHEMICAL CORPORATION
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SUPPLEMENTAL AGREEMENT
ON
RELATED PARTY TRANSACTIONS
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SUPPLEMENTARY AGREEMENT ON
CONNECTED TRANSACTIONS
THIS AGREEMENT is made the 31th day of March 2006 in Beijing:
BETWEEN
China Petrochemical Group (hereinafter referred to as "Party A"), a
state-owned enterprise established and legally subsisting under the laws
of the People's Republic of China (the "PRC"), fully representing its
related subsidiaries and associates; and
China Petroleum & Chemical Corporation (hereinafter referred to as "Party B"),
a corporation established and legally subsisting under the laws of the
PRC, fully representing its related subsidiaries and associates.
Party A and Party B are collectively referred to herein as the "Parties" and
individually as a "Party".
WHEREAS:
K. Party A is the controlling shareholder of Party B and the parties had
entered into the Mutural Supply Agreement, the Land Use Rights Leasing
Agreement, the Community Services Agreement, the Properties Leasing
Agreement, the Intellectural Property License Agreement and the Products
Sales Agency Agreement on 3 June 2000.
L. When Party B acquired the assets of Sinopec Star Petroleum Co., Ltd. and
the assets in relation to chemical, katalyst and gas stations
respectively in 2001 and 2004, the parties had entered into several
agreements for making adjustments to the aforementioned agreements
M. On 22 August 2003, the Parties had entered into the Land Use Rights
Leasing (Additional) Agreement on the lease of land with an area of
approximately 00 xxxxxxx xxxxxx xxxxxx, xx which the annual rental was
set at RMB 273,471,703. The Parties subsequently raised the rental to RMB
300,818,873 in the memorandom signed into on 28 October of the same year.
N. The Hong Kong Stock Exchange had made certain amendments to the Listing
Rules in 2004. In view of such amendements, the Parties propose to make
supplements to the aforementioned agreements pursuant to the provisions
contained in this Agreement.
The Parties hereby agree as follows on the aforementioned agreements:
1. DEFINITIONS
Unless otherwise interpreted in the context, for the purposes of this
Agreement (including the Recitals), the following words have the meanings as
follows:
"Listing Rules" means the Rules Governing the Listing of Securities on
the Stock Exchange;
"Stock Exchange" means The Stock Exchange of Hong Kong Limited;
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"Intellectural Property License Agreement" means the Trademark Use
License Agreement, Computer Software Use License Agreement and Patents
Know-how License Agreement dated 3 June 2000 (as amended subsequently by
the Parties);
"Land Use Rights Leasing Agreement" means the Land Use Rights Leasing
Agreement dated 3 June 2000 (as amended subsequently by the Parties);
"Land Use Rights Leasing (Additional) Agreement" means the Land Use
Rights Leasing Agreement entered into by the Parties on 22 August 2003;
"Mutual Supply Agreement" means the Mutural Supply Agreement dated 3 June
2000 (as amended subsequently by the Parties) for the services in
relation to the products, production and engineering construction;
"Products Sales Agency Agreement" means the Products Sales Agency
Agreement dated 3 June 2000 (as amended subsequently by the Parties);
"Community Services Agreement" means the Culture and Hygiene and
Community Services Agreement dated 3 June 2000 (as amended subsequently
by the Parties);
"Properties Leasing Agreement" means the Properties Leasing Agreement
dated 3 June 2000 (as amended subsequently by the Parties).
2. CONDITIONS AND THE EFFECTIVE DATE
2.1 Subject to Clause 2.2, this Agreement will come into effect after it has
been duly signed and sealed by the reperesentatives of the Parties.
2.2 Clause 4 (Supplementation to the Community Services Agreement) and Clause
5 (Supplementation to the Mutural Supply Agreement) of this Agreement
shall come into effect subject to the approvals from the independent
shareholders of Party B for the transactions under the Community Services
Agreement and the Mutural Supply Agreement pursuant to the Listing Rules.
In addition, if the conditions in relation to the obtaining of the
shareholders' approval are not satisfied on or before 31 December 2006,
Clause 4 and Clause 5 shall lapse automatically as at such date and as a
result, the obligations of the Parties under Clause 4 and Clause 5 will
be termindated without prejudice to the liabilities arising from breach
of the Agreement of either party prior to such termination.
3. PRODUCTS SALES AGENCY AGREEMENT
The Parties agree to forthwith terminate the Products Sales Agency
Agreement. Other than any prior breaches, the Parties agree that the
Parties shall cease to be liable to the other party under the Products
Sales Agency Agreement.
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4. SUPPLEMANTATION TO COMMUNITY SERVICES AGREEMENT
The Parties agree that as of 1 January 2007, the effective date under
Clause 6.4 of the Community Services Agreement shall be extended to
31 December 2009.
5. SUPPLEMANTATION TO MUTURAL SUPPLY AGREEMENT
5.1 The Parties agree that the following wordings shall be added to Clause
1.2.1 of the Mutural Supply Agreement under which Party A provides
products and services to Party B: "purchase crude oil and natrual gas
through Party A, including purchase crude oil and natrual gas from
overseas".
5.2 The Parties agree that as of 1 January 2007, the effective date under
Clause 6.4 of the Mutural Supply Agreement shall be extended to 31
December 2009.
6. SUPPLEMANTATION TO LAND USE RIGHTS LEASING AGREEMENT
The Parties agree that the parcel of land with an area of approximately
51,711,355.46 square meters, which was leased to Party A by Party B under
the Land Use Rights Lease (Additional) Agreement will be incorporated
into the scope of lease under the Land Use Rights Lease Agreement. The
Parties agree that, for the purpose of the aforementioned land lease, the
commencing date of lease shall be 1 January 2003 and the related rental
(excluding the rental under the Land Use Rights Leasing Agreement) shall
be RMB 300,818,873. The Parties agree that all of the related provisions
under the Land Use Rights Leasing Agreement (including the power of Party
A to make adjustments to the rental and the lease period) will be
applicable to such lease.
7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
7.1 Party A represents and warrants to Party B that:
7.1.1 Party A is a company legally established and currently holding an
effective business license;
7.1.2 Party A has conducted its business in compliance with the relevant
laws and it has not conducted its business beyond the business scope
as stipulated by the relevant laws;
7.1.3 Party A has obtained all necessary govenmental approvals and the
required internal authorisations for the execution of this
Agreement. The person executing this Agreement is the authorised
representative of Party A. This Agreement will be binding on Party A
upon its execution; and
7.1.4 The execution of this Agreement by Party A or the performance of
the obligations under this Agreement by Party A is not in breach of
its Articles of Association or any other agreements it entered into.
7.2 Party B represents and warrants to Party A that:
7.2.1 Party B is a company legally established and currently holding an
effective business license;
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7.2.2 Party B has conducted its business in compliance with the relevant
laws and it has not conducted its business beyond the business scope
as stipulated by the relevant laws;
7.2.3 Party B has obtained the required internal authorisations for the
execution of this Agreement other than the approvals from the
independent shareholders as mentioned above in this Agreement. The
person executing this Agreement is the authorised representative of
Party B. This Agreement will be binding on Party B upon its
execution; and
7.1.4 The execution of this Agreement by Party B or the performance of
the obligations under this Agreement by Party B is not in breach of
its Articles of Association or any other agreements it entered into.
8. APPLICABLE LAW AND DISPUTE RESOLUTION
8.1 This Agreement shall be governed by and construed in accordance with the
laws of the PRC.
8.2 Any disputes arising from or in connection with this Agreement shall be
resolved through amicable negotiations of the Parties. Failing such
negotiation, either party to this Agreement shall have the right to
submit any dispute to the Beijing Arbitration Commission ("BAC") for
arbitration according to the arbitration rules of the BAC then in effect
when the application is submmitted. The arbitration award will be final
and binding upon the Parties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the properly
appointed representative of the Parties on the day and year first written
above.
For and on behalf of :
China Petrochemical Corporation
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Title: President
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For and on behalf of:
China Petroleum & Chemical Corporation
By: /s/ Wang Tianpu
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Name: Wang Tianpu
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Title: President
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