Sinopec Shanghai Petrochemical Co Ltd 20-F/A, filed May 28, 2024
Sinopec Shanghai Petrochemical Co Ltd (SPTJF)
About this 20-F/A
Sinopec Shanghai Petrochemical Co Ltd filed this 20-F/A on May 28, 2024, covering the fiscal year ended December 31, 2022.
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
None |
No |
None |
| Accelerated Filer ☐ | Non-Accelerated Filer |
☐ | ||||
| Emerging growth company | ||||||
| U.S. GAAP ☐ | |
Other ☐ | ||||||
| by the International Accounting Standards Board | ☒ |
* |
This requirement does not apply to the registrant in respect of this filing. |
PCAOB ID: |
PCAOB ID: |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor was subject to that determination. In May 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
As of the date of this annual report and to our best knowledge:
| (i) | Sinopec Corp., our controlling shareholder, and its concert parties currently hold approximately 50.55% of our outstanding shares. Sinopec Corp. is controlled by China Petrochemical Corporation. The controlling shareholder of China Petrochemical Corporation is Sinopec Group Company, which is in turn controlled by the State-owned Assets Supervision and Administration Commission of the State Council of China. See “Item 4. Information on the Company-C. Organizational Structure.” Sinopec Corp. is operated by separate management and from time to time uses its interest as a shareholder to direct our policies and management; |
| (ii) | the table below sets forth the directors of the Company who are also members of the Chinese Communist Party Committee of the Company (the “CCP Committee”): |
| Director | Position in the CCP Committee of the Company |
Position in the Company | ||
| Wan Tao | Secretary and Member of the CCP Committee of the Company | Chairman of the Board and Executive Director | ||
| Guan Zemin | Deputy Secretary and Member of the CCP Committee of the Company | Vice-Chairman of the Board, Executive Director and General Manager | ||
| Du Jun | Member of the CCP Committee of the Company | Executive Director, Vice General Manager and Chief Financial Officer | ||
| Huang Xiangyu | Member of the CCP Committee of the Company | Executive Director and Vice General Manager | ||
| (iii) | the following articles in the Articles of Association of Sinopec Shanghai Petrochemical Company Limited, as currently in effect, contain charters of the Party: |
| (a) | Article 11: In accordance with the Company Law and the Constitution of the Communist Party of China (the “Party”), the Company hereby set up Party organizations. The Party organizations play the role of political core in the Company. The Company shall set up related Party working organs and maintain an adequate level of staffing to handle Party affairs as well as sufficient funding necessary for the activities of the Party organizations; and |
| (b) | Article 126: If any matters to be resolved by the Board involve significant matters such as direction of reform and development, key objectives, and priority operational arrangements of the Company, the board of directors should seek advice from the Party committee. When the board of directors appoints the management personnel of the Company, the Party committee shall consider and provide comments on the candidates for management positions nominated by the board of directors or the president, or recommend candidates to the board of directors and/or president. |
1
PART III
| ITEM 19. | EXHIBITS. |
| * | Filed with this Amendment No. 1. |
| ** | Filed with Original Filing. |
2
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on Form 20-F on its behalf.
| SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED | ||||
| Date: May 28, 2024 | /s/ Du Jun | |||
| Du Jun, Chief Financial Officer | ||||
3
Exhibit 12.1
CERTIFICATION
I, Guan Zemin, 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 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, not misleading with respect to the period covered by this report.
Date: May 28, 2024
| By: | /s/ Guan Zemin | |
| Guan Zemin | ||
| President |
Exhibit 12.2
CERTIFICATION
I, Du Jun, 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 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, not misleading with respect to the period covered by this report.
Date: May 28, 2024
| By: | /s/ Du Jun | |
| Du Jun | ||
| 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, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Guan Zemin, 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: May 28, 2024
| By: | /s/ Guan Zemin | |
| Name: | Guan Zemin | |
| 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, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Du Jun, 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: May 28, 2024
| By: | /s/ Du Jun | |
| Name: | Du Jun | |
| Title: | Chief Financial Officer |