United States securities and exchange commission logo
June 1, 2022
Du Jun
Chief Financial Officer
SINOPEC SHANGHAI PETROCHEMICAL CO LTD
No. 48 Jinyi Road, Jinshan District, Shanghai, 200540
The People s Republic of China
Re: SINOPEC SHANGHAI
PETROCHEMICAL CO LTD
Form 20-F for the
for the Fiscal Year Ended December 31, 2021
Filed April 28,
2022
File No. 001-12158
Dear Mr. Jun:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the for the fiscal year ended December 31, 2021
Part I
Certain Terms and Conventions, page 1
1. Please amend your
disclosure here to include Hong Kong and Macau in the definition of
"China" or the "PRC."
Item 3.C. Risk Factors, page 2
2. Please amend to provide
summary risk factors that disclose the risks that your corporate
structure and being
based in or having the majority of the company s operations in China
poses to investors. In
particular, describe the significant regulatory, liquidity, and
enforcement risks. For
example, specifically discuss risks arising from the legal system in
China, including risks
and uncertainties regarding the enforcement of laws and that rules
and regulations in
China can change quickly with little advance notice; and the risk that
the Chinese government
may intervene or influence your operations at any time, or may
Du Jun
FirstName LastNameDu PETROCHEMICAL
Jun
SINOPEC SHANGHAI CO LTD
Comapany
June 1, 2022NameSINOPEC SHANGHAI PETROCHEMICAL CO LTD
June 1,
Page 2 2022 Page 2
FirstName LastName
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of your securities. Acknowledge any risks that any actions by the
Chinese government to
exert more oversight and control over offerings that are conducted
overseas and/or foreign
investment in China-based issuers could significantly limit or
completely hinder your
ability to continue to offer securities to investors and cause the
value of such securities to
significantly decline or be worthless.
3. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please amend to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of your securities. Also,
given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
4. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please amend your disclosure to explain how this oversight
impacts your
business and your securities and to what extent you believe that you
are compliant with
the regulations or policies that have been issued by the CAC to date.
5. We note your disclosure on page 57 that all of your directors and
officers reside outside
of the United States (principally in China). Please add risk factor
disclosure highlighting
the risks that their residence in China may make it even more
difficult to enforce any
judgments obtained from foreign courts against such persons compared
to other non-U.S.
jurisdictions. Additionally, if your officers, directors and other
members of management
are located in China, please include a summary risk factor disclosing
that it may be
difficult to enforce any judgments obtained from foreign courts
against you or your
management in mainland China.
Our ADSs may be delisted under the Holding Foreign Companies Accountable
Act..., page 8
6. Please amend to disclose that you have been named on the list of
Commission Identified
Issuers under the Holding Foreign Companies Accountable Act available
on our website
at https://www.sec.gov/hfcaa.
Item 4.B. Business Overview, page 13
7. Please amend to provide prominent disclosure about the legal and
operational risks
associated with being based in and having the majority of the company
s operations in
China. Your disclosure should make clear whether these risks could
result in a material
change in your operations and/or the value of your securities or could
significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
Du Jun
FirstName LastNameDu PETROCHEMICAL
Jun
SINOPEC SHANGHAI CO LTD
Comapany
June 1, 2022NameSINOPEC SHANGHAI PETROCHEMICAL CO LTD
June 1,
Page 3 2022 Page 3
FirstName LastName
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to the use of variable interest entities and data
security or anti-monopoly
concerns, have or may impact the company s ability to conduct its
business, accept
foreign investments, or list on a U.S. or other foreign exchange.
8. Please amend to prominently disclose that your auditor is subject to
the determinations
announced by the PCAOB on December 16, 2021 and how the Holding
Foreign
Companies Accountable Act and related regulations will affect your
company. In addition,
disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act because the PCAOB determined that it cannot
inspect or
investigate completely your auditor, and that as a result an exchange
may determine to
delist your securities. Please also disclose that you are named on the
list of Commission
Identified Issuers under the HFCAA.
9. Please amend to provide a clear description of how cash is transferred
through your
organization. Disclose your intentions to distribute earnings.
Quantify any cash flows and
transfers of other assets by type that have occurred between your
company, your parent
company and your subsidiaries, and direction of transfer. Quantify any
dividends or
distributions that a subsidiary has made to your company and which
entity made such
transfer, and their tax consequences. Similarly quantify dividends or
distributions made to
U.S. investors, the source, and their tax consequences. Your
disclosure should make clear
if no transfers, dividends, or distributions have been made to date.
Describe any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
distribute earnings from the company, including your subsidiaries, to
the parent company
and U.S. investors. Please also disclose if you have specific cash
management policies and
procedures in place that dictate how funds are transferred through
your organization and if
applicable, describe these policies and procedures.
10. Please amend to disclose each permission or approval that you or your
subsidiaries are
required to obtain from Chinese authorities to operate your business
and to offer your
securities to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required to approve you or your subsidiaries operations, and state
affirmatively whether
you have received all requisite permissions or approvals and whether
any permissions or
approvals have been denied. Please also describe the consequences to
you and your
investors if you or your subsidiaries: (i) do not receive or maintain
such permissions or
approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and
you are required to
obtain such permissions or approvals in the future.
Du Jun
SINOPEC SHANGHAI PETROCHEMICAL CO LTD
June 1, 2022
Page 4
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Daniel Crawford at 202-551-7767 or Christine Westbrook at
202-551-
5019 with any questions.
Sincerely,
FirstName LastNameDu Jun
Division of Corporation Finance
Comapany NameSINOPEC SHANGHAI PETROCHEMICAL CO LTD
Office of Life Sciences
June 1, 2022 Page 4
cc: Hillel Cohn, Esq.
FirstName LastName