[Sinopec Shanghai Petrochemical Company Limited No. 48 Jinyi Road, Jinshan District Shanghai, 200540 The Peoples Republic of China April 27, 2015 VIA EDGAR 100 F Street, N.E. Re: Dear Sirs: Respectfully submitted, Sinopec Shanghai Petrochemical Company Limited Tang Weizhong Secretary to the Board of Directors IRANNOTICE 1 d913909dirannotice.htm IRAN NOTICE]
[Note o x Yes Not applicable]
[None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 254,844,582 Class A Ordinary Shares and 96,634,529 Class B Ordinary Shares Issued and Outstanding ¨ No x ¨ No x x No ¨ x No ¨ Large accelerated filer] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company 500.com USA Corporation, a USA company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a] [Chief Executive Officer Certification Company I, Man San Law, Chief Executive Officer of 500.com Limited (the “ 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Chief Financial Officer Certification I, Min Yu, Chief Financial Officer of 500.com Limited (the “Company”), certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Chief Executive Officer Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Chief Financial Officer Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Consent of Independent Registered Public Accounting Firm Shenzhen, the People’s Republic of China April 27, 2015]
[] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) AUSTRALIA PTY LTD as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) U.S.A. LLC as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page Article I DEFINITIONS Section 1.01 Definitions 1 Section 1.02] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] April 27, 2015 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Anchor Legal, Level 6, 105 St Georges Terrace Perth, Western Australia 6000 Australia CNOOC Finance (2015) U.S.A. LLC Corporation Service Company, 2711 Centerville Road Wilmington, Delaware 19808 Ladies and Gentlemen:] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP, HONG KONG SOLICITORS] CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Perth, Western Australia 6000, Australia CNOOC Finance (2015) U.S.A. LLC Wilmington, Delaware, U.S.A. 19808 Ladies and Gentlemen: Australian Issuer Delaware Issuer 2015 Issuers Post-Effective Amendment Registration Statement Securities Act 2015] [[LETTERHEAD OF CLAYTON UTZ] CNOOC Finance (2015) Australia Pty Ltd Level 8, QV1 Building 250 St Georges Terrace Perth WA 6000 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Dear Ladies and Gentlemen Debt Securities of CNOOC Finance (2015) Australia Pty Ltd 1. Securities Company Registration Statement Commission We have acted as Australian legal] [Computation of Ratio of Earnings to Fixed Charges (Unaudited) Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and] [Consent of Independent Registered Public Accounting Firm Certified Public Accountants Hong Kong April 27, 2015 EX-23.1 8 d908925dex231.htm CONSENT OF ERNST & YOUNG] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form F-3 (File No. 333-188261) (the Registration Statement) of our reports dated March 27, 2015, relating to the consolidated financial statements of CNOOC Limited and its subsidiaries as of December 31, 2014 and 2013 and] [Consent of Ryder Scott Company, L.P. RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 21, 2015 EX-23.3 10 d908925dex233.htm CONSENT OF RYDER SCOTT COMPANY, L.P.] [Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. April 27, 2015 Yours sincerely, Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen M. Lane Technical Director EX-23.4 11 d908925dex234.htm CONSENT OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD.] [Consent of RPS RPS Debbie Perkins Vice President Houston, Texas March 31, 2015 EX-23.5 12 d908925dex235.htm CONSENT OF RPS] [Consent of Independent Consultant McDaniel & Associates Consultants Ltd. P. A. Welch, P. Eng. President & Managing Director McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada April 27, 2015 EX-23.6 13 d908925dex236.htm CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] [Consent of DeGolyer and MacNaughton DeGolyer and MacNaughton DeGolyer and MacNaughton Texas Registered Engineering Firm F-716 Dallas, Texas April 27, 2015 EX-23.7 14 d908925dex237.htm CONSENT OF DEGOLYER AND MACNAUGHTON] []
[Title of each class Name of each exchange on which registered American Depositary Shares, each representing 100 H Shares, par value RMB1.00 per Share H Shares, par value RMB1.00 per Share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close] [List of Principal Subsidiaries of Sinopec Shanghai Petrochemical Company Limited Subsidiary Name Place of Incorporation Our ownership interest Shanghai Petrochemical Investment Development Company Limited PRC 100.00 China Jinshan Associated Trading Corporation PRC 67.33 Shanghai Jinchang Engineering Plastics Company Limited PRC 74.25 Shanghai Golden Phillips Petrochemical Company Limited PRC 60.00 Zhejiang Jin Yong Acrylic Fiber Company Limited PRC 75.00 Shanghai Jinshan] [CERTIFICATION I, Wang Zhiqing, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Ye Guohua, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Wang Zhiqing President EX-13.1 5 d913909dex131.htm EX-13.1] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Ye Guohua Chief Financial Officer EX-13.2 6 d913909dex132.htm EX-13.2]
[Note o x Yes Not applicable]
[None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 254,844,582 Class A Ordinary Shares and 96,634,529 Class B Ordinary Shares Issued and Outstanding ¨ No x ¨ No x x No ¨ x No ¨ Large accelerated filer] [List of Subsidiaries and Consolidated Affiliated Entities of 500.com Limited Subsidiaries: Fine Brand Limited, a British Virgin Islands company 500wan HK Limited, a Hong Kong company 500.com USA Corporation, a USA company E-Sun Sky Computer (Shenzhen) Co., Ltd., a PRC company Consolidated Affiliated Entities: Shenzhen E-Sun Network Co., Ltd., a PRC company Shenzhen E-Sun Sky Network Technology Co., Ltd., a] [Chief Executive Officer Certification Company I, Man San Law, Chief Executive Officer of 500.com Limited (the “ 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Chief Financial Officer Certification I, Min Yu, Chief Financial Officer of 500.com Limited (the “Company”), certify that: 1. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Chief Executive Officer Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Chief Financial Officer Certification (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Consent of Independent Registered Public Accounting Firm Shenzhen, the People’s Republic of China April 27, 2015]
[EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder EQUITY CONTRIBUTION AGREEMENT (this RECITALS WHEREAS, concurrently herewith, Parent, Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a Merger Sub Merger Agreement Merger wholly owned subsidiary of Parent ( Exchange Act Shares Schedule A Rollover Shares Parent] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor New York, NY 10022 CHINA MERCHANTS BANK CO., LTD., China Merchants Bank Tower 7088 Shennan Blvd. Shenzhen, Guangdong, China WING LUNG BANK 45 Des Voeux Road Central Hong Kong CONFIDENTIAL April 24, 2015 Perfect World Merger Company Limited Perfect World Plaza, Tower 306, 19th Floor 86 Beiyuan Road Chaoyang District] [(1) This CUSIP number applies to the Issuers American depositary shares, each representing five Class B ordinary shares, par value $0.0001 per share.]
[Title of each class Name of each exchange on which registered American Depositary Shares, each representing 100 H Shares, par value RMB1.00 per Share H Shares, par value RMB1.00 per Share None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close] [List of Principal Subsidiaries of Sinopec Shanghai Petrochemical Company Limited Subsidiary Name Place of Incorporation Our ownership interest Shanghai Petrochemical Investment Development Company Limited PRC 100.00 China Jinshan Associated Trading Corporation PRC 67.33 Shanghai Jinchang Engineering Plastics Company Limited PRC 74.25 Shanghai Golden Phillips Petrochemical Company Limited PRC 60.00 Zhejiang Jin Yong Acrylic Fiber Company Limited PRC 75.00 Shanghai Jinshan] [CERTIFICATION I, Wang Zhiqing, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [CERTIFICATION I, Ye Guohua, certify that: 1. I have reviewed this annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Wang Zhiqing President EX-13.1 5 d913909dex131.htm EX-13.1] [906 CERTIFICATION 100 F Street, N.E. Ladies and Gentlemen: 1. 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Ye Guohua Chief Financial Officer EX-13.2 6 d913909dex132.htm EX-13.2]
[Note o x Yes Not applicable]
