6-K
SINOPEC SHANGHAI PETROCHEMICAL CO LTD (SPTJF)
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 1-12158
SinopecShanghai Petrochemical Company Limited
(Translation of registrant’s name into English)
No. 48 Jinyi Road, Jinshan District, Shanghai, 200540
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBITS
| Exhibit<br>Number | |
|---|---|
| 99.1 | Connected Transaction - Technology Development Contract |
| 99.2 | Resolutions Passed at the Third Extraordinary General Meeting for 2022 |
Disclaimer—Forward-Looking Statements
We may, in this document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, expectations, developments and business strategies. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavor”, “target”, “forecast” and “project” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. If one or more of these risks materialize, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors and others are discussed more fully under the section titled “Item 3. Key Information—C. Risk Factors” in our most recent annual report on Form 20-F filed on April 28, 2022, and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED | ||
|---|---|---|
| Date: January 20, 2023 | By: | /s/ Wan Tao |
| Name: | Wan Tao | |
| Title: | Chairman of the Board of Directors |
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EX-99.1
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 00338)
Connected Transaction
Technology Development Contract
On 19 December 2022, the Board considered and approved the Technology Development Contract that the Company proposes to enter into with Sinopec Corp.. The Technology Development Contract will be signed before 31 December 2022.
As of the date of this announcement, Sinopec Corp. holds 5,459,455,000 A shares of the Company, representing approximately 50.44% of the Company’s issued share capital, and it is therefore the controlling shareholder of the Company. According to Chapter 14A of the Hong Kong Listing Rules, Sinopec Corp. is a connected person of the Company. Therefore, entering into the Technology Development Contract constitutes a connected transaction of the Company. As the applicable percentage ratio of the Technology Development Contract exceeds 0.1% but is less than 5%, thus entering into the Technology Development Contract is subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules.
On 19 December 2022, the Board considered and approved the Technology Development Contract that the Company proposes to enter into with Sinopec Corp.. The Technology Development Contract will be signed before 31 December 2022.
TheTechnology Development Contract
The main terms of the Technology Development Contract are summarized as follows:
| Parties: | (i) Sinopec Corp. (as the entrusting party) |
|---|---|
| (ii) The Company (as the entrusted party) | |
| Entrusted work: | Sinopec Corp. entrusted the Company to research and develop 100 ton level high-performance carbon fiber related devices and deliver the research and development results, including research reports and test reports before<br>31 December 2023. |
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| Consideration and payment: | The total consideration of the Technology Development Contract is RMB44,400,000, and Sinopec Corp. will pay RMB5,010,000 and RMB39,390,000 in 2022 and 2023 respectively. |
|---|---|
| Liabilities for event of default: | If the entrusting party or the entrusted party violates the provisions of the contract and causes breach of contract, the defaulting party shall compensate the non-defaulting party for all<br>direct losses plus liquidated damages not less than 10% of the total contract consideration. |
| If the research and development results fail to meet the acceptance conditions or fail to pass the acceptance assessment upon expiration of the Technology Development Contract, the entrusted party may, with the consent of the<br>entrusting party, have a 90-day grace period for improvement and correction. If the acceptance conditions are still not met or the acceptance assessment is not passed after the grace period, the entrusted<br>party shall be deemed to be unable to perform the contract and shall be deemed as defaulted. | |
| Effectiveness: | Effective since the date of signature and seal by both parties |
The Basis for the Consideration
The consideration of the Technology Development Contract was determined by both parties on an arm’s length basis with reference to the scale, estimated costs and expenses of the entrusted work.
Reasons for and Benefits of Entering into the Technology Development Contract
The first phase of the Company’s 10000 ton level 48K Large Tow Carbon Fiber plant was completed and put into operation. Signing this contract is conducive to further forming the advantages of the “universal level+high performance”, “small tow+large tow” full product spectrum of carbon fiber.
Implications under the Hong Kong Listing Rules
As of the date of this announcement, Sinopec Corp. holds 5,459,455,000 A shares of the Company, representing approximately 50.44% of the Company’s issued share capital, and it is therefore the controlling shareholder of the Company. According to Chapter 14A of the Hong Kong Listing Rules, Sinopec Corp. is a connected person of the Company. Therefore, entering into the Technology Development Contract constitutes a connected transaction of the Company. As the applicable percentage ratio of the Technology Development Contract exceeds 0.1% but is less than 5%, thus entering into the Technology Development Contract is subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules.
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Approval of the Board
On 19 December 2022, the Board considered and approved the Technology Development Contract that the Company proposes to enter into with Sinopec Corp.. Mr. Wan Tao, Mr. Du Jun and Mr. Xie Zhenglin, due to their positions held in the connected persons of the Company, are deemed to have material interests in the Technology Development Contract and therefore abstained from voting on the relevant resolution at the meeting of the Board.
The Board (including independent non-executive Directors) is of the view that the Technology Development Contract and the transaction thereunder are carried out according to normal commercial terms, in the Company’s ordinary and usual course of business, through fair negotiation between the parties to the contract, and the transaction terms are fair and reasonable, and in the interest of the Company and its shareholders as a whole.
General Information
The Company
Located at Jinshanwei in the southwest of Shanghai in China, the Company is a highly integrated petrochemical enterprise which mainly processes crude oil into a broad range of synthetic fibers, resins, plastics, intermediate petrochemical products and petroleum products.
Sinopec Corp.
Sinopec Corp. is a limited liability company established in China, whose main business is the exploration and exploitation, pipeline transportation and sales of crude oil and natural gas; petroleum refining, petrochemical, chemical fiber, fertilizer and other chemical production and product sales, storage and transportation; import and export of petroleum, natural gas, petroleum products, petrochemical and other chemical products and other commodities and technologies, and import and export agency business; research, development and application of technology and information.
Definitions
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “Company” | Sinopec Shanghai Petrochemical Company Limited, a company incorporated in the PRC and listed on the Main Board of the Hong Kong Stock Exchange (stock code: 00338) as well as in Shanghai Stock Exchange (stock code: 600688) |
|---|---|
| “Sinopec Corp.” | China Petroleum & Chemical Corporation, a joint stock limited company incorporated in the PRC with limited liability and listed on the Main Board of the Hong Kong Stock Exchange (stock code: 00386) as well as in Shanghai<br>Stock Exchange (stock code: 600028) |
| “Technology Development Contract” | the technology development (entrustment) contract that the Board considered and approved on 19 December 2022 to be entered into between the Company and Sinopec Corp. |
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| “Board” | the board of Directors of the Company |
|---|---|
| “Director(s)” | the director(s) of the Company |
| “Hong Kong” | Hong Kong Special Administrative Region of the PRC |
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “%” | percentage |
| By Order of the Board | |
| --- | |
| Sinopec Shanghai Petrochemical Company Limited | |
| Liu Gang | |
| Joint Company Secretary |
Shanghai, the PRC, 19 December 2022
As at the date of this announcement, the executive Directors of the Company are Wan Tao, Guan Zemin, Du Jun and Huang Xiangyu; the non-executive Directors of the Company are Xie Zhenglin and Peng Kun; and the independent non-executive Directors of the Company are Li Yuanqin, Tang Song, Chen Haifeng, YangJun and Gao Song.
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EX-99.2
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock limited company incorporated in the People’s Republic of China)
(Stock Code: 00338)
Resolutions Passed at the Third Extraordinary General Meeting for 2022
The board of directors (the “Board”) of Sinopec Shanghai Petrochemical Company Limited (the “Company”) and all its directors guarantee that this announcement does not contain any false information, misleading statement or material omission, and severally and jointly accept responsibility for the authenticity, accuracy and completeness of the contents of this announcement.
Important Message:
| • | Objection made to the resolutions proposed at the third extraordinary general meeting for 2022 (the“EGM”): Nil |
|---|---|
| I. | The convening and attendance of the EGM |
| --- | --- |
| (1) | Date of the EGM: 20 December 2022 |
| --- | --- |
| (2) | Venue of the EGM: North Building, Jinshan Hotel, No.1, Jinyi East Road, Jinshan District, Shanghai, China<br> |
| --- | --- |
| (3) | Information of ordinary shareholders who attended the EGM and preference shareholders with voting rights<br>restored, and their shareholdings: |
| --- | --- |
As at the date of the EGM, the total number of issued shares of the Company was 10,823,813,500 shares (consisting of 7,328,813,500 A shares and 3,495,000,000 H shares), which include 23,610,000 H shares repurchased by the Company (the “Repurchased Shares”) during the period from 27 October 2022 to 19 December 2022 but not yet cancelled. The Repurchased Shares will be cancelled in accordance with relevant laws and regulations and shall not be counted toward the total number of shares entitling the shareholders to attend and vote on the resolutions at the EGM. Therefore, shareholders of the Company who were entitled to attend the EGM held an aggregate of 10,800,203,500 shares with voting rights (consisting of 7,328,813,500 A shares and 3,471,390,000 H shares). Shareholders (i.e. China Petroleum & Chemical Corporation and its associates) who were required to abstain from voting as set out in the Rules Governing the Listing of Stocks on Shanghai Stock Exchange (the “Shanghai **Listing Rules”)**and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) in respect of the resolutions on continuing connected transactions (the “Continuing Connected Transactions” hereinafter) (ordinary resolution no. 1 and ordinary resolution no. 2), and who held 5.46 billion A shares, abstained from voting at the EGM. Save as disclosed above, no shareholder of the Company who was entitled to attend the EGM was required to abstain from voting in favor of any of the resolutions at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules nor was required to abstain from voting on any of the resolutions at the EGM under the Hong Kong Listing Rules. No shareholder has stated its intention in the circular of the Company dated 30 November 2022 that they would vote against the proposed resolutions or that they would abstain from voting at the EGM.
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Information of ordinary shareholders who attended the EGM and their shareholdings:
| 1. Total number of shareholders and proxies attending the EGM | 34 | |
|---|---|---|
| including: A shares shareholders | 32 | |
| Overseas listed foreign shares shareholders<br>(H shares) | 2 | |
| 2. Total number of shares with voting rights held by the shareholders attending the EGM<br>(shares) | 8,993,531,970 | |
| including: Total number of shares held by A shares shareholders | 5,541,808,196 | |
| Total number of shares held by overseas<br>listed foreign shares shareholders (H shares) | 3,451,723,774 | |
| 3. Percentage of shares held by such attending shareholders in the total number of shares<br>entitling the holders to attend and vote at the EGM (%) | 83.2719 | % |
| including: Percentage of shares held by A shares shareholders to the total number of<br>shares (%) | 51.3121 | % |
| Percentage of shares held by overseas listed<br>foreign shares shareholders to the total number of shares (%) | 31.9598 | % |
| (4) | The EGM was convened by the Board of the Company, and Mr. Wan Tao, chairman of the Company, presided over<br>the EGM. The convening and holding of and voting at the EGM complied with the relevant regulations of the Company Law of the People’s Republic of China and the articles of association of the Company. | |
| --- | --- | |
| (5) | Attendance of the directors, supervisors and secretary to the Board of the Company | |
| --- | --- | |
| 1. | The Company has 11 directors, 8 of whom attended the EGM. Mr. Huang Xiangyu, Mr. Xie Zhenglin and Mr<br>Peng Kun, directors, were absent from the EGM due to business engagements; | |
| --- | --- | |
| 2. | The Company has 6 supervisors, 2 of whom attended the EGM. Mr. Zhang Feng, Mr. Zhang Xiaofeng,<br>Mr. Zheng Yunrui and Mr. Choi Ting Ki, supervisors, were absent from the EGM due to business engagements; | |
| --- | --- | |
| 3. | Mr. Liu Gang, secretary to the Board, attended the EGM. | |
| --- | --- |
Some directors, supervisors and senior managers attended the EGM via video due to COVID-19.
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| II. | Voting results of resolutions |
|---|---|
| (1) | Resolutions by way of non-cumulative voting |
| --- | --- |
| 1. | Resolution: To consider and approve the New Mutual Product Supply and Sale Services Framework Agreement<br>(2023-2025) and the annual caps on the Continuing Connected Transactions contemplated thereunder (Please refer to Note 1 for details). |
| --- | --- |
Result of consideration: passed
Voting result:
| Type of<br><br><br>shareholders | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | |||||
| A shares | 79,488,721 | 96.8164 | 2,613,775 | 3.1836 | ||||
| H shares | 513,438,152 | 99.8583 | 728,500 | 0.1417 | ||||
| Total number of ordinary shares: | 592,926,873 | 99.4395 | 3,342,275 | 0.5605 |
Note 1: To consider and approve the New Mutual Product Supply and Sale Services Framework Agreement (2023-2025) and the Continuing Connected Transactions contemplated thereunder, and the annual caps on the Continuing Connected Transactions for each of the three years ending 31 December 2023, 31 December 2024 and 31 December 2025. To approve and confirm generally and unconditionally that all Directors are authorised to do things and acts necessary or desirable to implement and give effect to any of the matters relating to, or incidental to, the New Mutual Product Supply and Sales Services Framework Agreement (2023-2025), and to make changes thereto which may in his or her opinion be necessary or desirable.
| 2. | Resolution: To consider and approve the New Comprehensive Services Framework Agreement (2023-2025) and the<br>annual caps on the Continuing Connected Transactions contemplated thereunder (Please refer to Note 2 for details). |
|---|
Result of consideration: passed
Voting result:
| Type of<br><br><br>shareholders | For | Against | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | |||||
| A shares | 79,488,721 | 96.8164 | 2,613,775 | 3.1836 | ||||
| H shares | 513,335,352 | 99.8399 | 823,300 | 0.1601 | ||||
| Total number of ordinary shares: | 592,824,073 | 99.4236 | 3,437,075 | 0.5764 |
Note 2: To consider and approve the New Comprehensive Services Framework Agreement (2023-2025), the Continuing Connected Transactions contemplated thereunder and the annual caps on the Continuing Connected Transactions for each of the three years ending 31 December 2023, 31 December 2024 and 31 December 2025. To approve and confirm generally and unconditionally that all Directors of the Company are authorised to do things and acts necessary or desirable to implement and give effect to any of the matters relating to, or incidental to, the New Comprehensive Services Framework Agreement (2023-2025), and to make changes thereto which may in his or her opinion be necessary or desirable.
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| 3. | Resolution: To consider and approve the construction of thermal power unit cleaning efficiency improvement<br>project. |
|---|
Result of consideration: passed
Voting result:
| Type of<br><br><br>shareholders | For | Against | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Number of votes | Percentage (%) | Number of votes | Percentage (%) | ||||||
| A shares | 5,537,394,221 | 99.9204 | 4,413,875 | 0.0796 | |||||
| H shares | 512,415,052 | 99.4643 | 2,759,700 | 0.5357 | |||||
| Total number of ordinary shares: | 6,049,809,273 | 99.8816 | 7,173,575 | 0.1184 | |||||
| (2) | Voting on material issues by A shares shareholders holding individually or jointly less than 5% of the<br>Company’s total number of issued shares | ||||||||
| --- | --- | ||||||||
| 1. | Resolutions by way of non-cumulative voting | ||||||||
| --- | --- | ||||||||
| Resolution<br><br><br>no. | Resolution | For | Against | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number of<br>votes | Percentage<br>(%) | Number<br>of votes | Percentage<br>(%) | ||||||
| 1 | To consider and approve the New Mutual Product Supply and Sale Services Framework Agreement (2023-2025) and the annual caps on the Continuing Connected Transactions contemplated thereunder | 79,488,721 | 96.8164 | 2,613,775 | 3.1836 | ||||
| 2 | To consider and approve the New Comprehensive Services Framework Agreement (2023-2025) and the annual caps on the Continuing Connected Transactions contemplated thereunder | 79,488,721 | 96.8164 | 2,613,775 | 3.1836 | ||||
| (3) | Explanation in relation to the poll results of the resolutions | ||||||||
| --- | --- |
As the above ordinary resolution no. 1 and ordinary resolution no. 2 involve continuing connected transactions, according to the Shanghai Listing Rules and the Hong Kong Listing Rules, the connected shareholder, China Petroleum & Chemical Corporation, did not participate in voting, and its 5.46 billion A shares with voting rights were not included in the total number of shares participating in the voting of the above two resolutions.
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The Company had appointed Hong Kong Registrars Ltd., as the scrutineer of the EGM to monitor the vote-taking procedures. The chairman of the EGM has complied with the voting instructions stipulated by HKSCC Nominees Limited.
| III. | Lawyer’s certification |
|---|---|
| (1) | Legal advisor: Beijing Haiwen & Partners |
| --- | --- |
Lawyers: Sun Yi, Gao Wei
| (2) | Lawyer’s certification: |
|---|
As attested by and stated in the legal opinion issued by Sun Yi and Gao Wei of Beijing Haiwen & Partners, the Company’s legal advisor as to the PRC laws, “the procedures for the convening and holding of the EGM, the qualification of the convener, the qualifications of shareholders or proxies who attended the EGM and the voting procedures at the EGM were in compliance with the provisions of the relevant laws and the articles of association of the Company. As a result, the voting results of the EGM are valid”.
| By Order of the Board |
|---|
| Sinopec Shanghai Petrochemical Company Limited |
| Liu Gang |
| Joint Company Secretary |
Shanghai, the PRC, 20 December 2022
As at the date of this announcement, the executive directors of the Company are Wan Tao, Guan Zemin, Du Jun, and Huang Xiangyu; the non-executive directors of the Company are Xie Zhenglin and Peng Kun; and the independent non-executive directors of the Company are Li Yuanqin, Tang Song, Chen Haifeng, YangJun and Gao Song.
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