UPDATE 2-Sinochem targets Syria with $878 mln Emerald buy

* China's Sinochem offers 750p/shr, 34 pct premium to Jly 10

* Oil financier Kroupeev set for 138 mln stg payout

* Offer backed by board, 37.6 pct of shareholders

* Emerald shares jump 9.1 percent

(Adds shares, advisers, background, shareholder comment)

By Quentin Webb and Julie Crust

LONDON, Aug 12 (Reuters) - China's state-run Sinochem Corp agreed a 532.1 million pound ($878.2 million) takeover of Emerald Energy Plc EMEN.L to gain access to the UK-listed oil and gas explorer's operations in Syria and Colombia.

The deal is a major step for Sinochem, which has made about $1 billion of overseas energy acquisitions to date, and the latest deal by a state-backed Chinese firm eager to secure natural resources abroad.

The news sent Emerald shares soaring. It also represents a big payday for Emerald's biggest shareholder, oil financier Michael Kroupeev, whose Waterford Finance & Investment backed a 6.8 million pound rescue rights issue by Emerald in 2003.

Han Gensheng, a president of Sinochem, said on Wednesday the deal fitted its strategy of building a global energy group.

"Emerald's Syrian and Colombian assets have attractive growth potential and, by bringing Emerald into the Sinochem group, will reinforce our position in the Middle East and South America," Han said.

Sinochem is offering 750 pence a share, almost 34 percent higher than the closing price on July 10, the last trading day before Emerald said it received an approach. Emerald shares, which closed on Tuesday at 675p, leapt 9.1 percent to 736-1/2p by 0957 GMT.

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Emerald said its board of directors unanimously recommended the offer. Kroupeev's Waterford, which owns 29.45 percent of Emerald, has pledged to vote in favour of the deal, as has no. 2 shareholder Soyuzneftegas, which owns 8.08 percent.

Kroupeev told Reuters Emerald was benefiting from working in countries that were "not flavour of the month" earlier this decade, and said he aimed to reinvest his proceeds in similar exploration and production (E&P) companies.