UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022. |
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: 1-15138
中国石油化工股份有限公司
CHINA PETROLEUM & CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
The People’s Republic of China
(Jurisdiction of incorporation or organization)
22 Chaoyangmen North Street
Chaoyang District, Beijing, 100728
The People’s Republic of China
(Address of principal executive offices)
Mr. Huang Wensheng
22 Chaoyangmen North Street
Chaoyang District, Beijing, 100728
The People’s Republic of China
Tel: +86 (10) 5996 0028
Fax: +86 (10) 5996 0386
(Name, Telephone, E-mail 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 | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||
| None | None | None |
Securities registered or to be registered pursuant to Section 12 (g) of the Act.
American Depository Shares, each representing 100 H Shares of par value RMB1.00 per share*
H Shares of par value RMB1.00 per share (not for trading, but only in connection with the registration of American Depository Shares)
* The American Depositary Shares program had been terminated as of December 5, 2022.
(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 issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| H Shares, par value RMB1.00 per share |
| A 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.
x 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 x No
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
x 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 definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | 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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
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 x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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
* This requirement does not apply to the registrant in respect of this filing.
| Auditor Name: | Location: | Auditor Firm ID: | ||
| KPMG Huazhen LLP | Beijing, China | 1186 |
EXPLANATORY NOTE
China Petroleum & Chemical Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1” or “Form 20-F/A”) to its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2023 (the “Original Annual Report”), solely for the purpose of amending and restating in its entirety “Item 16I - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in the Original Annual Report in response to certain comments from the staff of the SEC.
This Amendment No. 1 speaks as of the date of the Original Annual Report. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate in any way the financial statements or any other item contained in the Original Annual Report as originally filed with the SEC. As a result, this Amendment No. 1 does not reflect any events that may have occurred after the filing of the Original Annual Report on April 28, 2023. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report and the Company’s other filings with, and reports furnished to, the SEC subsequent to April 28, 2023.
As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
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Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
In May 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (the “HFCAA”) following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm headquartered in mainland China which the PCAOB was unable to inspect or investigate completely in 2021 because of a position taken by authorities in China, issued the audit report for us 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.
The Company’s controlling shareholder is Sinopec Group Company, which is in turn controlled by the State-owned Assets Supervision and Administration Commission of the State Council of China. For more details of the Sinopec Group Company, see “Item 4 Information on the Company – C. Organizational Structure.” Given that Sinopec Group Company holds 67.84% of the shares in the Company, Chinese governmental entity has a controlling financial interest in the Company and its subsidiaries, and owns, indirectly through the Company, the corresponding equity interests in the wholly-owned subsidiaries of the Company. In addition, the following table sets forth the information with respect to the shareholding structure of the Company’s principal subsidiaries disclosed under Note 39 to the consolidated financial statements included in this annual report that are not wholly owned by the Company as of December 31, 2022.
| Principal Subsidiaries(1) | Shareholding by the Company (%) | Shareholding by Other Entities Controlled by PRC Governmental Entities (%) | Shareholding by Other Entities (%) | ||||||
| Sinopec Beihai Refining and Chemical Limited Liability Company | 98.98 | % | 1.02 | % | 0 | % | |||
| ZhongKe (Guangdong) Refinery & Petrochemical Company Limited | 90.30 | % | 9.70 | % | 0 | % | |||
| Sinopec Qingdao Refining and Chemical Company Limited | 85.00 | % | 15.00 | % | 0 | % | |||
| Sinopec Marketing Company Limited | 70.42 | % | 11.60 | % | 17.98 | % | |||
| Sinopec Kantons Holdings Limited | 60.33 | % | N/A | (2) | |||||
| Sinopec-SK (Wuhan) Petrochemical Company Limited | 59.00 | % | 6.00 | % | 35.00 | % | |||
| Sinopec Shanghai Gaoqiao Petrochemical Co., Ltd. | 55.00 | % | 45.00 | % | 0 | % | |||
| Sinopec Baling Petrochemical Co., Ltd. | 55.00 | % | 45.00 | % | 0 | % | |||
| Sinopec Shanghai Petrochemical Company Limited | 50.44 | % | N/A | (3) | |||||
| Fujian Petrochemical Company Limited | 50.00 | % | 50.00 | % | 0 | % |
| Notes: |
| 1. | Other than Sinopec Kantons Holdings Limited, which is incorporated in British Virgin Islands, all principal subsidiaries of the Company are incorporated in China. To the knowledge of the Company, no governmental entity of British Virgin Islands holds any shares in its principal subsidiaries set forth in the table above. |
| 2. | Sinopec Kantons Holdings Limited is a public company listed on the main board of the Hong Kong Stock Exchange. According to the annual report filed by Sinopec Kantons Holdings Limited with the Hong Kong Stock Exchange on April 14, 2023, as of December 31, 2022, the Company indirectly owned 60.33% of the shares in Sinopec Kantons Holdings Limited, and the other shareholders (including public investors) owned the remaining 39.67%. |
| 3. | Sinopec Shanghai Petrochemical Company Limited is a public company listed on the main board of the Hong Kong Stock Exchange. As of December 31, 2022, the Company indirectly owned 50.44% of the shares in Sinopec Shanghai Petrochemical Company. According to the annual report on Form 20-F filed by Sinopec Shanghai Petrochemical Company Limited with the SEC on April 26, 2023, as of March 31, 2023, the Company owned 50.55% of the shares in Sinopec Shanghai Petrochemical Company Limited, and the other shareholders (including public investors) owned the remaining 49.45%. |
The table below sets forth the directors of the Company who are members of the Communist Party of China and hold positions in relevant committees of the Communist Party of China:
| Director | Position |
| Ma Yongsheng | Secretary of the Leading Party Member Group of China Petrochemical Corporation |
| Zhao Dong | Alternate member of the 20th Central Committee of the Communist Party of China; Vice Secretary of the Leading Party Member Group of China Petrochemical Corporation |
| Yu Baocai | Member of the Leading Party Member Group of China Petrochemical Corporation |
| Li Yonglin | Member of the Leading Party Member Group of China Petrochemical Corporation |
Our currently effective articles of association (or equivalent organizing document) do not contain any charter of the Communist Party of China. Our currently effective articles of association contain provisions relating to committees of the Communist Party of China. For more details, please refer to our articles of association filed as exhibit 1 to this annual report.
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PART III
Item 19. EXHIBITS
| 1 | Articles of Association of the Registrant (English Translation), amended and adopted by the shareholders’ meeting on October 20, 2021, incorporated by reference to Exhibit 1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138). |
| 2.1 | Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 2.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 10, 2020 (File Number: 001-15138). |
| 4.1 | Forms of Director Service Contracts adopted by the Company on May 11, 2012 (English translation), incorporated by reference to Exhibit 4.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File Number: 001-15138). |
| 4.2 | Forms of Supervisor Service Contracts adopted by the Company on May 11, 2012 (English translation), incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File Number: 001-15138). |
| 4.3 | Agreement for Mutual Provision of Products and Ancillary Services between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.4 | Agreement for Provision of Cultural, Educational, Hygiene and Community Services between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.5 | Trademark License Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.6 | Patents and Proprietary Technology License Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.7 | Computer Software License Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.8 | Land Use Rights Leasing Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.9 | Property Leasing Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.10 | Loan Transfer and Adjustment Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 16, 2000 (including English translation), incorporated by reference to Exhibit 10.18 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502). |
| 4.11 | Agreement on Adjustment to Related Party Transactions between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 11, 2001 (English translation), incorporated by reference to Exhibit 4.15 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138). |
| 4.12 | Land Use Right Leasing Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 22, 2003 (English translation), incorporated by reference to Exhibit 4.16 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138). |
| 4.13 | 2004 Agreement on Adjustment to Related Party Transactions between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated October 31, 2004 (English translation), incorporated by reference to Exhibit 4.17 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138). |
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* Filed with this annual report on Form 20-F/A.
** Furnished with this annual report on Form 20-F/A.
† Previously filed with the Original Annual Report.
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SIGNATURE
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 its behalf.
| China Petroleum & Chemical Corporation | |||
| By: | /s/ Huang Wensheng | ||
| Name: | Huang Wensheng | ||
| Title: | Vice President and Secretary to the Board of Directors | ||
| Date: November 24, 2023 | |||
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