UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
Amendment No. 1
☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number 1-12158
(Exact name of Registrant as specified in its charter)
Sinopec Shanghai Petrochemical Company Limited
(Translation of Registrants name into English)
The Peoples Republic of China
(Jurisdiction of incorporation or organization)
No. 48 Jinyi Road, Jinshan District, Shanghai, PRC 200540
(Address of principal executive offices)
Mr. Wang Zhiqing
No. 48 Jinyi Road, Jinshan District, Shanghai, 200540
The Peoples Republic of China
Tel: +86 (21) 57943143
Fax: +86 (21) 57940050
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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 |
New York Stock Exchange
The Stock Exchange of Hong Kong Limited |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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 of the period covered by the annual report.
3,495,000,000 H Shares, par value RMB1.00 per Share
7,305,000,000 domestic shares, par value RMB1.00 per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or (15) (d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |
Other ☐
|
If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Explanatory Note
This Amendment on Form 20-F/A (the Amendment) amends the Companys Annual Report on Form 20-F for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the Commission) on April 27, 2017 (the Original Filing). The purpose of this Amendment is to respond to certain comments received from the staff of the Commission.
In addition, the Product Supply and Sales Services Framework Agreement with China Petroleum & Chemical Corporation and China Petrochemical Corporation (previously filed as Exhibit 4.1 of the Companys 2013 annual report on Form 20-F), and the Comprehensive Services Framework Agreement with China Petroleum & Chemical Corporation (previously filed as Exhibit 4.2 of the Companys 2013 annual report on Form 20-F) were renewed and extended with the new expiration date of December 31, 2019. Such agreements were refiled as Exhibit 4.1 and Exhibit 4.2 to this Amendment to reflect the new terms.
All information contained in this Amendment is as of the filing date of the Original Filing. This Amendment does not reflect events or transactions occurring after such filing date or modify or update those disclosures in the Original Filing that may have been affected by events or transactions occurring subsequent to such filing date. Accordingly, this Amendment should be read in conjunction with the Original Filing and any documents filed with or furnished to the Commission by us subsequent to April 27, 2017.
PART I
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
B. Liquidity and Capital Resources
Net cash used in financing activities
Our net cash used in financing activities was RMB2,637.2 million in 2016, while our net cash used in financing activities was RMB3,695.7 million in 2015. The decrease was primarily due to the decrease in repayments of borrowings to third parties of RMB25,521.7 million, the effect of which was partially offset by the decrease in proceeds from borrowings from third parties of RMB23,690.3 million from 2015 to 2016 as we reduced crude oil processing volume in 2016 due to weak customer demand for our petroleum products.
Our net cash used in financing activities was RMB3,695.7 million in 2015, while our net cash used in financing activities was RMB2,606.5 million in 2014. The increase was primarily due to the decrease in repayments of borrowings to third parties of RMB18,109.8 million, the effect of which was partially offset by the decrease in proceeds from borrowings from third parties of RMB18,035.5 million from 2014 to 2015,while our proceeds from borrowings from related parties decreased from RMB7,070.0 million in 2014 to RMB5,720.0 million in 2015 due to the reducing of demands on liquidity.
F. Contractual Obligations and Commercial Commitments
The following table sets forth our obligations to make future payments under contracts effective as of December 31, 2016.
As of December 31, 2016/Payment Due by Period | ||||||||||||||||||||
Total |
Within 1
year or on demand |
More than
1 year but within 2 years |
More than
2 years but within 5 years |
More than
5 years |
||||||||||||||||
(RMB000) | (RMB000) | (RMB000) | (RMB000) | (RMB000) | ||||||||||||||||
Contractual obligations |
||||||||||||||||||||
Short term borrowings |
546,432 | 546,432 | | | | |||||||||||||||
Long term borrowings |
| | | | | |||||||||||||||
Operating lease |
118,154 | 60,125 | 54,438 | 2,136 | 1,455 | |||||||||||||||
Total contractual obligations |
664,586 | 606,557 | 54,438 | 2,136 | 1,455 | |||||||||||||||
Estimated future interest payments |
||||||||||||||||||||
Fixed rate |
1,547 | 1,547 | | | | |||||||||||||||
Variable rate |
12,152 | 12,150 | | | | |||||||||||||||
Total estimated future interest payments |
13,699 | 13,699 | | | | |||||||||||||||
Investment commitments |
||||||||||||||||||||
Capital contribution to Secco (Note 29(i)) |
111,263 | | | 111,263 | | |||||||||||||||
Other commercial commitments |
||||||||||||||||||||
Capital commitments (Note 32) |
913,336 | | | 913,336 | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Note: Capital commitments refer to commitments for purchase of property, plant and equipment.
1
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F (as amended by this Amendment No. 1) and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F (as amended by this Amendment No. 1) on its behalf.
SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED |
||||||
Date: September 14, 2017 |
/s/ W ANG Z HIQING |
|||||
Wang Zhiqing, President |
2
Exhibit Index
* | Previously filed as an exhibit to our annual report on Form 20-F (File No. 001-12158) filed with the Commission on April 27, 2017. |
Exhibit 4.1
TRANSLATION OF PRODUCT SUPPLY AND SALES SERVICES FRAMEWORK
AGREEMENT (2017-2019)
Product Supply and Sales Services Framework Agreement (2017-2019)
Between
Sinopec Shanghai Petrochemical Company Limited
And
China Petroleum & Chemical Corporation
China Petrochemical Corporation
Table of Contents
I | Background | |
II | Agreement | |
Article 1: Scope of Products and Services | ||
Article 2: Transaction Principle | ||
Article 3: Pricing Principle | ||
Article 4: Operation Methods | ||
Article 5: Rights and Obligations of the Parties | ||
Article 6: Term, Termination of Specific Products or Services Contracts | ||
Article 7: Representations and Warranties of the Parties | ||
Article 8: Force Majeure | ||
Article 9: Publicity | ||
Article 10: Miscellaneous | ||
Article 11: Notice | ||
Article 12: Governing Law and Dispute Resolution | ||
Article 13: Definitions and Interpretations | ||
Article 14: Supplementary Provisions |
Product Supply and Sales Services Framework Agreement
This agreement (this Agreement) is entered into on August 23, 2016 by and between the following parties:
Party A: | Sinopec Shanghai Petrochemical Company Limited, a joint stock limited company duly incorporated and validly existing under the laws of China. | |
Party B (1) : | China Petroleum & Chemical Corporation, a joint stock limited company duly incorporated and validly existing under the laws of China. | |
Party B (2) | China Petrochemical Corporation, a state-owned enterprise duly incorporated and validly existing under the laws of China. | |
Party B(1) and Party B (2) are collectively called Party B. Party A and Party B are collectively called the parties. |
I Background
Party A is a joint stock company listed both domestically and offshore while Party B(1) is the direct controlling shareholder of Party A, Party B (2) is the actual controller of Party A. Party A engages in the production and operation of petrochemical products, and Party B undertakes the production and operation of petroleum gas and petrochemical products. It is necessary for Party A and Party B to provide their respective products and services to the other party. Based on the above, the parties agree to enter into this Agreement and warrant that they will cause their respective subordinated enterprises and units (including the subsidiaries, branches and other units subordinating to the parties) to provide such products and services as specified in this Agreement in accordance with the terms and spirits hereof.
This Agreement, entered into in the ordinary course of business of the parties, has been reached through negotiations on an arms length basis, and the transactions contemplated under this Agreement shall be conducted in the ordinary course of business of both Party A and Party B.
II Agreement
Article 1: Scope of Products and Services
The products and services to be supplied to the other party under this Agreement by Party A and Party B, respectively, include:
1.1 |
The products and services to be supplied by Party A to Party B(1) include: | |||||||
1.1.1 | Petroleum products and petrochemical products | |||||||
Party A shall sell to Party B petroleum products, including gasoline, diesel, jet fuel, liquefied petroleum gas and etc and petrochemical products, including Butadiene, Benzene, PX, EG and etc. | ||||||||
1.1.2 | Property leasing service | |||||||
Party A shall lease properties to Party B. |
Article 8: Force Majeure
|
||||||||
8.1 | In the event that any party hereto fails to perform its obligations hereunder in whole or in part due to a Force Majeure Event, the performance of such obligations shall be suspended for the duration of such Force Majeure Event. A Force Majeure Event means the occurrence of any event after the execution of this Agreement which (i) is beyond reasonable control of, and could not be predicted, avoided or overcome (even though it could be predicted) by the affected party, and (ii) results in that, from an objective point of view, such partys performance of this Agreement in whole or in part becomes impossible or impractical (including but not limited to failure to perform at reasonable expenses). Force Majeure Events include but not limited to flood, fire, drought, typhoon, earthquake, other natural disasters, traffic accident, strike, turmoil, riot, war (whether or not with a declaration) and the acts or omissions of any governmental authorities. | |||||||
8.2 | The party claiming to be affected by a Force Majeure Event shall notify the other party of the occurrence of such Force Majeure Event in writing within the shortest possible time, and provide the other party with reasonable evidence for such Force Majeure Event and its duration by personal delivery or registered air mail within fifteen (15) days after the occurrence of such Force Majeure Event. The party claiming that the Force Majeure Event has caused performance of its obligations hereunder impossible or impractical from an objective point of view is obligated to use all reasonable efforts to eliminate or mitigate the impact of such Force Majeure Event. | |||||||
8.3 | Upon occurrence of a Force Majeure Event, the parties shall immediately decide, through friendly consultation, on how to perform this Agreement. After termination or elimination of the Force Majeure Event or its impact, the parties shall immediately resume performance of their obligations hereunder. | |||||||
Article 9: Publicity
|
||||||||
Except with the prior written consent of the other party, neither party may make any public announcement regarding this Agreement, other than those made in accordance with PRC Laws, or as required by China Securities Regulatory Commission, Shanghai Stock Exchange, Stock Exchange of Hong Kong Limited, Hong Kong Securities and Futures Commission, New York Stock Exchange, London Stock Exchange, Securities and Exchange Commission of the United States or any other governmental authorities or regulatory organizations. | ||||||||
Article 10: Miscellaneous
|
||||||||
10.1 | Except as otherwise provided herein, neither party may assign all or part of its rights and obligations under this Agreement without the other partys written consent. | |||||||
10.2 | This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, contracts, understandings and communications, oral or written, between the parties with respect to the subject matter hereof. | |||||||
10.3 | If any provision of this Agreement becomes illegal, invalid or unenforceable, the validity and enforceability of the remainder hereof shall not be impaired. | |||||||
10.4 | The parties agree that they shall, at its own cost, be responsible for any and all costs and expenditures arising out of the execution of this Agreement in accordance with relevant provisions of PRC laws. If the law does not address any costs or expenditures, such costs or expenditures shall be born by the parties equally. |
(The remainder is left blank intentionally.)
(Signature page to Product Supply and Services Framework Agreement)
Sinopec Shanghai Petrochemical Company Limited (Seal)
Authorized Representative (signature): Ye Guohua
China Petroleum & Chemical Corporation (Seal)
Authorized Representative (signature): Zhang Wei
China Petrochemical Corporation (Seal)
Authorized Representative (signature): Li Tian
Exhibit 4.2
TRANSLATION OF COMPREHENSIVE SERVICES FRAMEWORK AGREEMENT
Comprehensive Services Framework Agreement (2017-2019)
Between
Sinopec Shanghai Petrochemical Company Limited
And
China Petrochemical Corporation
Table of Contents
III |
Background | |
IV |
Agreement | |
Article 1: Scope of Services | ||
Article 2: Transaction Principle | ||
Article 3: Pricing Principle | ||
Article 4: Operation Methods | ||
Article 5: Rights and Obligations of the Parties | ||
Article 6: Term; Termination of Specific Services Contract | ||
Article 7: Representations and Warranties of the Parties | ||
Article 8: Force Majeure | ||
Article 9: Publicity | ||
Article 10: Miscellaneous | ||
Article 11: Notice | ||
Article 12: Governing Law and Dispute Resolution | ||
Article 13: Definitions and Interpretations | ||
Article 14: Supplementary Provisions |
Comprehensive Services Framework Agreement
This agreement (this Agreement) is entered into August 23, 2016 by and between the following parties:
Party A: | Sinopec Shanghai Petrochemical Company Limited, a joint stock company duly incorporated and validly existing under the laws of China. | |
Party B: | China Petrochemical Corporation, a state-owned enterprise duly incorporated and validly existing under the laws of China. |
III Background
Party A is a joint stock company listed both domestically and offshore while Party B is the actual controller of Party A. Party A engages in the production and operation of petrochemical products, and Party B undertakes the production and operation of petroleum gas and petrochemical products, and the relevant accessorial production service, engineering construction service, information consultancy service, supply service and other businesses. Party A needs to acquire the production, construction service and other services from Party B. Based on the above, the parties agree to enter into this Agreement and warrant that they will cause their respective subordinated enterprises and units (including the subsidiaries, branches and other units subordinating to the parties) to execute specific services contracts in accordance with the terms and spirits hereof.
This Agreement, entered into in the ordinary course of business of the parties, has been reached through negotiations on an arms length basis, and the transactions contemplated under this Agreement shall be conducted in the ordinary course of business of both Party A and Party B.
IV Agreement
Article 1: Scope of Services
1.1 |
The services to be supplied by Party B to Party A include: | |||||
1.1.1 | Construction installation and engineering design | |||||
Party B shall provide to Party A with such services like installation, engineering design relating to petrochemical equipment. | ||||||
1.1.2 | Financial services | |||||
Party B shall supply to Party A with financial services, including arrangements regarding deposits, loans, financial leases, acceptance of bill or bill discount, guarantees and other financial services. | ||||||
1.1.3 |
Insurance services pertaining to the petrochemical industry
Party B shall provide to Party A with the insurance services, including the payment of premiums to Party B which shall underwrite such comprehensive insurances as are in connection with the production of petrochemicals. |
|||||
Article 2: Transaction Principle
|
||||||
2.1 | Party A agrees that other than the insurance services pertaining to the petrochemical industry, under the same sale conditions, it shall give priority to use Party Bs services. |
Article 4: Operation Method
|
||||||
4.1 | Party A shall, prior to October 31 of each year, provide to Party B a demand plan regarding services to be obtained for the next year from Party B (the Demand Plan), and Party B shall, prior to November 30 of each year, provide to Party A a supply plan regarding the services to be furnished to Party A for the next year (the Supply Plan). | |||||
4.2 | Party A and Party B shall ensure and cause their respective subordinated enterprises or units to, in accordance with the Supply Plan as confirmed by the parties, enter into a specific services contract in consistence with the principles and provisions hereof. | |||||
4.3 | During the implementation of this Agreement, adjustments may be made to the Demand Plan and Supply Plan and the specific services contract when necessary and with the consents of both Party A and Party B. | |||||
Article 5: Rights and Obligations of the Parties
|
||||||
5.1 | Each of the parties shall have the rights to prepare the annual Demand Plan and Supply Plan and make adjustment thereto at its discretions provided that no violation of Article 4 of this Agreement shall occur. | |||||
5.2 | The parties shall, as entrusted by the parties to the specific services contract, be obligated to coordinate matters relating to such specific services contract. | |||||
Article 6: Term; Termination of Specific Services Contracts
|
||||||
6.1 | Any parties to any specific services contracts (excluding this Agreement), which are entered into in accordance with this Agreement may give the other party a written notice at least six months in advance to terminate the supply of a certain service, provided that Article 6.2 and 6.3 hereof is not violated. Such notice must specify the service and the effective date of such termination. The supply of such service may be terminated upon agreement by the parties after negotiation. If the supply of any service is terminated pursuant to this Article 6.1, such termination shall neither affect other rights or obligations of Party A or Party B under this Agreement, nor affect such other rights or obligations of either party under relevant specific services contracts that have been executed in accordance with this Agreement. | |||||
6.2 | If Party A is unable to obtain a certain service of Party B conveniently from a third party (including but not limited to any third party related to Party B) and Party A requires the same to be provided by Party B, then in no event may Party B terminate the supply of such service. | |||||
6.3 | In the event that either party has produced a termination notice to terminate the supple of a certain service according to Article 6.1, unless otherwise agreed to by Party A and Party B, such termination notice shall not terminate or affect the parties obligations and liabilities arising from this Agreement and any relevant specific services contracts at or prior to the time of issuance of such notice. | |||||
6.4 | This Agreement, upon signatures and seals affixed by the authorized representatives of the parties and approval by the independent shareholders of Party A, shall become effective on January 1, 2017 and be valid for three years from such effective date. | |||||
6.5 | In case that either party violates any term of this Agreement (the Defaulting Party), the other party (the Non-defaulting Party) may deliver to the Defaulting Party a written notice notifying its breach of contract and requiring the Defaulting Party to make remedies within such reasonable period as designated therein. If the Defaulting Party fails to remedy such breach within such period, the Non-defaulting Party may forthwith terminate this Agreement. The Non-defaulting Party shall reserve its rights to seek damages from the Defaulting Party and any other rights and claims as permitted by laws. |
8.2 | The party claiming to be affected by a Force Majeure Event shall notify the other party of the occurrence of such Force Majeure Event in writing within the shortest possible time, and provide the other party with reasonable evidence for such Force Majeure Event and its duration by personal delivery or registered air mail within fifteen (15) days after the occurrence of such Force Majeure Event. The party claiming that the Force Majeure Event has caused performance of its obligations hereunder impossible or impractical from an objective point of view is obligated to use all reasonable efforts to eliminate or mitigate the impact of such Force Majeure Event. | |||||
8.3 | Upon occurrence of a Force Majeure Event, the parties shall immediately decide, through friendly consultation, on how to perform this Agreement. After termination or elimination of the Force Majeure Event or its impact, the parties shall immediately resume performance of their obligations hereunder. | |||||
Article 9: Publicity
|
||||||
Except with the prior written consent of the other party, neither party may make any public announcement regarding this Agreement, other than those made in accordance with PRC Laws, or as required by China Securities Regulatory Commission, Shanghai Stock Exchange, Stock Exchange of Hong Kong Limited, Hong Kong Securities and Futures Commission, New York Stock Exchange, London Stock Exchange, Securities and Exchange Commission of the United States or any other governmental authorities or regulatory organizations. | ||||||
Article 10: Miscellaneous
|
||||||
10.1 | Except as otherwise provided herein, neither party may assign all or part of its rights and obligations under this Agreement without the other partys written consent. | |||||
10.2 | This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, contracts, understandings and communications, oral or written, between the parties with respect to the subject matter hereof. | |||||
10.3 | If any provision of this Agreement becomes illegal, invalid or unenforceable, the validity and enforceability of the remainder hereof shall not be impaired. | |||||
10.4 | The parties agree that they shall, at its own cost, be responsible for any and all costs and expenditures arising out of the execution of this Agreement in accordance with relevant provisions of PRC laws. If the law does not address any costs or expenditures, such costs or expenditures shall be born by the parties equally. | |||||
10.5 | This Agreement shall not be amended except by a written agreement executed by each of the authorized representatives of the parties and with approval by the appropriate corporation actions taken by the parties. | |||||
10.6 | Except as otherwise provided herein, no failure or delay by a party to exercise any right, power or authority under this Agreement shall constitute a waiver thereof, nor shall any single or partial exercise of the same preclude the exercise of any other right, power or authority. |
(The remainder is left blank intentionally.)
(Signature page of Comprehensive Services Framework Agreement)
Sinopec Shanghai Petrochemical Company Limited (Seal)
Authorized Representative (signature): Ye Guohua
China Petrochemical Corporation (Seal)
Authorized Representative (signature): Li Tian
Exhibit 12.1
CERTIFICATION
I, Wang Zhiqing, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited;
2. Based on my knowledge, this amendment 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, not misleading with respect to the period covered by this amendment;
3. Based on my knowledge, the financial statements, and other financial information included in this amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this amendment;
4. The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this amendment our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this amendment based on such evaluation; and |
(d) | Disclosed in this amendment any change in the companys internal control over financial reporting that occurred during the period covered by the amendment that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: September 14, 2017
By: |
/s/ Wang Zhiqing |
|
Wang Zhiqing |
||
President |
Exhibit 12.2
CERTIFICATION
I, Zhou Meiyun, certify that:
1. I have reviewed this Amendment No. 1 to the annual report on Form 20-F of Sinopec Shanghai Petrochemical Company Limited;
2. Based on my knowledge, this amendment 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, not misleading with respect to the period covered by this amendment;
3. Based on my knowledge, the financial statements, and other financial information included in this amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this amendment;
4. The companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this amendment is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the companys disclosure controls and procedures and presented in this amendment our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this amendment based on such evaluation; and |
(d) | Disclosed in this amendment any change in the companys internal control over financial reporting that occurred during the period covered by the amendment that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting. |
5. The companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companys auditors and the audit committee of the companys board of directors (or persons performing the equivalent functions):
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the companys internal control over financial reporting. |
Date: September 14, 2017
By: |
/s/ Zhou Meiyun |
|
Zhou Meiyun |
||
Chief Financial Officer |
Exhibit 13.1
906 CERTIFICATION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the Amendment No. 1 to the Annual Report of Sinopec Shanghai Petrochemical Company Limited (the Company) on Form 20-F for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the Report), I, Wang Zhiqing, the President of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) , as applicable, of the Securities Exchange Act of 1934, and |
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. |
This Certification has not been, and shall not be deemed filed with the Securities and Exchange Commission.
Date: September 14, 2017
By: | /s/ Wang Zhiqing | |
Name: | Wang Zhiqing | |
Title: | President |
Exhibit 13.2
906 CERTIFICATION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the Amendment No. 1 to the Annual Report of Sinopec Shanghai Petrochemical Company Limited (the Company) on Form 20-F for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the Report), I, Zhou Meiyun, the Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
1. | the Report fully complies with the requirements of Section 13(a) or 15(d) , as applicable, of the Securities Exchange Act of 1934, and |
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. |
This Certification has not been, and shall not be deemed filed with the Securities and Exchange Commission.
Date: September 14, 2017
By: |
/s/ Zhou Meiyun |
|
Name: |
Zhou Meiyun |
|
Title: |
Chief Financial Officer |