Sinopec Shanghai Petrochemical Company Limited (SPTJF) 20-F/A 2016 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM20-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 number1-12158

(Exact name of Registrant as specified in its charter)

Sinopec Shanghai Petrochemical Company Limited

(Translation of Registrant’s name into English)

The People’s 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 People’s 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 issuer’s 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 RegulationS-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, anon-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large Accelerated Filer  ☒        AcceleratedFiler  ☐        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 Rule12b-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 Company’s 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 Company’s 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 Company’s 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
	(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)		(RMB’000)
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 Form20-F (as amended by this Amendment No. 1) and that it has duly caused and authorized the undersigned to sign this annual report on Form20-F (as amended by this Amendment No. 1) on its behalf.

	SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED
Date: September 14, 2017	/s/ WANG ZHIQING
	Wang Zhiqing, President

2

Exhibit Index

No.	Exhibit
1.1	Translation of the amended and restated Articles of Association of Sinopec Shanghai Petrochemical Company Limited as approved in the First Extraordinary General Meeting of Sinopec Shanghai Petrochemical Company Limited for 2017 on August 2, 2017 (incorporated by reference to our Form 6-K (File No.001-12158) filed with the Commission on August 3, 2017).
2.	Amended and Restated Deposit Agreement between Sinopec Shanghai Petrochemical Company Limited and The Bank of New York Mellon dated May 11, 2011(incorporated by reference to Exhibit 2 of our annual report on Form20-F (FileNo. 001-12158) filed with the Commission on April 30, 2012).
4.1	Translation of the renewed Product Supply and Sales Services Framework Agreement among Sinopec Shanghai Petrochemical Company Limited, China Petroleum & Chemical Corporation and China Petrochemical Corporation as approved in the First Extraordinary General Meeting of Sinopec Shanghai Petrochemical Company Limited for 2016 on October 18, 2016.
4.2	Translation of the renewed Comprehensive Services Framework Agreement between Sinopec Shanghai Petrochemical Company Limited and China Petrochemical Corporation as approved in the First Extraordinary General Meeting of Sinopec Shanghai Petrochemical Company Limited for 2016 on October 18, 2016.
4.3	Translation of the Property Right Transaction Agreement with Sinopec Sales Company Limited as approved in the eighteenth meeting of the seventh session of the board of directors of Sinopec Shanghai Petrochemical Company Limited on December 5, 2013(incorporated by reference to Exhibit 4.3 of our annual report on Form20-F (FileNo.001-12158) filed with the Commission on April 30, 2014).
4.4	English summary of principal terms of the Share Option Scheme as adopted at the second meeting of the eighth session of the board of directors of Sinopec Shanghai Petrochemical Company Limited on August 15, 2014 (incorporated by reference to Appendix I of our Form6-K (FileNo.1-12158) filed with the Commission on November 6, 2014).
8*	A list of subsidiaries of Sinopec Shanghai Petrochemical Company Limited.
12.1	Certification of President Required by Rule13a-14(a).
12.2	Certification of Chief Financial Officer Required by Rule13a-14(a).
13.1	Certification of President Required by Rule13a-14(b) and Section  1350 of Chapter 63 of Title 18 of the United States Code.
13.2	Certification of Chief Financial Officer Required by Rule13a-14(b) and Section  1350 of Chapter 63 of Title 18 of the United States Code.

* 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.