SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2020

Commission File Number: 1-12158

 

 

Sinopec Shanghai 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
Number

    
99.1    Annual Report 2019.


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: May 4, 2020     By:  

/s/ Wu Haijun

    Name:   Wu Haijun
    Title:   Chairman of the Board of Directors
EX-99.1
Table of Contents

Exhibit 99.1

 

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Table of Contents

Contents

 

Important Message

     2  

Definitions

     4  

Company Profile

     5  

Financial Highlights

     6  

Principal Products

     11  

Change in Share Capital of Ordinary Shares and Shareholders

     13  

Directors, Supervisors, Senior Management and Employees

     23  

Corporate Governance

     40  

Internal Control

     44  

Corporate Governance Report (Prepared in accordance with the Hong Kong Listing Rules)

     48  

Report of the Directors

     74  

Independent Auditor’s Report

     145  

(A) Financial statements prepared under International Financial Reporting Standards

     150  

Consolidated lncome Statement

     150  

Consolidated Statement of Comprehensive Income

     152  

Consolidated Balance Sheet

     153  

Consolidated Statement of Changes in Equity

     155  

Consolidated Statement of Cash Flows

     157  

Notes to the Consolidated Financial Statements

     159  

Report of the PRC Auditor

     273  

(B) Financial statements prepared under China Accounting Standards for Business Enterprises

     278  

Consolidated and Company Balance Sheets

     278  

Consolidated and Company Income Statements

     280  

Consolidated and Company Cash Flow Statements

     282  

Consolidated Statement of Changes in Shareholders’ Equity

     284  

Statement of Changes in Shareholders’ Equity

     286  

Notes to the Financial Statements

     287  

(C) Supplementary Information to the Financial Statements

     415  

Written Confirmation Issued by Directors, Supervisors and Senior Management

     417  

Corporate Information

     418  

Documents for Inspection

     420  


Table of Contents

IMPORTANT MESSAGE

 

I.

The Board of Directors (the “Directors”) (the “Board”) and the Supervisory Committee of Sinopec Shanghai Petrochemical Company Limited (the “Company” or “SPC”) as well as its Directors, Supervisors and senior management warrant the truthfulness, accuracy and completeness of the information contained in the 2019 annual report, and warrant that there are no false representations or misleading statements contained in, or material omissions from, the 2019 annual report of the Company, and severally and jointly accept responsibility.

 

II.

Director(s) who has/have not attended the Board meeting for approving the 2019 annual report of the Company is/are:

 

Name of Director

  

Position

  

Reasons for Absence

  

Name of Proxy

Lei Dianwu    Non-Executive Director    Business Engagement    Wu Haijun

 

III.

The financial statements for the year ended 31 December 2019 (the “Reporting Period”), prepared under the People’s Republic of China (“PRC” or “China”)’s Accounting Standards (“CAS”) as well as the International Financial Reporting Standards (“IFRS”), were audited by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers, respectively, and both firms have issued unqualified opinions on the financial statements in their auditors’ reports.

 

IV.

Mr. Wu Haijun, Chairman and the responsible person of the Company; Mr. Zhou Meiyun, Director, Vice President and Chief Financial Officer overseeing the accounting department; and Ms Yang Yating, person in charge of the Accounting Department (Accounting Chief) and Director of Finance Department hereby warrant the truthfulness and completeness of the financial statements contained in the 2019 annual report.

 

V.

Plan for Profit Appropriation or Capital Reserve Capitalisation reviewed by the Board

In 2019, the net profit attributable to shareholders of the Company amounted to RMB2,213,716 thousand under CAS (net profit of RMB2,215,728 thousand under IFRS). According to the 2019 profit distribution plan approved by the Board on 25 March 2020, the Board proposed to distribute a dividend of RMB0.12 per share (including tax) (the “Final Dividend”) based on the total number of issued shares of the Company as at the record date for distributing dividend. The 2019 profit distribution plan will be implemented subject to approval of the Company’s 2019 annual general meeting (the “AGM”). The date and time of the AGM and book closure arrangement will be announced later. The notice of the AGM will be announced separately in accordance with the provisions of the Articles of Association of the Company. The notice of the AGM, the accompanying circular and proxy form will be despatched to holders of H shares in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Hong Kong Listing Rules”).

 

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Subject to the passing of the resolution by the shareholders of the Company at the AGM, the Final Dividend is expected to be distributed on or around Tuesday, 21 July 2020 to shareholders whose names appear on the register of members of the Company’s H shares at the close of business on Monday, 29 June 2020. The Final Dividend is denominated and declared in Renminbi. The Final Dividend payable to the holders of the Company’s A shares shall be paid in Renminbi while those payable to the holders of the Company’s H shares shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average closing exchange rates for Hong Kong dollars as announced by the Foreign Exchange Trading Centre of the PRC one calendar week prior to the approval of the Final Dividend at the AGM.

The Company is expected to close the register of members of the Company’s H shares from Wednesday, 24 June 2020 to Monday, 29 June 2020 (both days inclusive), during which period no transfer of H shares will be registered in order to confirm the shareholders’ entitlement to receive the Final Dividend. The holders of the Company’s H shares who wish to receive the Final Dividend should lodge the transfer documents and relevant share certificates with the Company’s H shares share registrar, Hong Kong Registrars Limited, at Room 1712- 1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 4:30 p.m. on Tuesday, 23 June 2020.

The record date for dividend distribution, distribution procedures and time for the distribution of dividends applicable to holders of the Company’s A shares will be announced separately.

 

VI.

Declaration of Risks Involved in the Forward-looking Statements

Forward-looking statements such as future plans and development strategies contained in this report do not constitute any substantive commitments of the Company to investors. The Company has alerted investors on the relevant investment risks.

 

VII.

There was no appropriation of funds by the controlling shareholder of the Company and its connected parties for non-operation purposes.

 

VIII.

The Company did not provide any external guarantees in violation of the required decision-making procedures.

 

IX.

Major Risk Warning

Potential risks are elaborated in this report. Please refer to Section II “Management Discussion and Analysis” under “Report of the Directors” for details of the potential risks arising from the future development of the Company.

 

X.

The Annual Report is published in both Chinese and English. In the event of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

 

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DEFINITIONS

In this report, unless the context otherwise specifies, the following terms shall have the following meanings:

 

“Company” or “SPC”    Sinopec Shanghai Petrochemical Company Limited
“Board”    the board of directors of the Company
“Director(s)”    the Director(s) of the Company
“Supervisory Committee”    the Supervisory Committee of the Company
“Supervisor(s)”    the Supervisor(s) of the Company
“PRC” or “China” or “State”    the People’s Republic of China
“Reporting Period”    the year ended 31 December 2019
“Hong Kong Stock Exchange”    The Stock Exchange of Hong Kong Limited
“Shanghai Stock Exchange”    The Shanghai Stock Exchange
“Group”    the Company and its subsidiaries
“Sinopec Group”    China Petrochemical Corporation
“Sinopec Corp.”    China Petroleum & Chemical Corporation
“Hong Kong Listing Rules”    The Rules Governing the Listing of Securities on the Hong Kong
  

Stock Exchange

“Shanghai Listing Rules”    The Rules Governing the Listing of Securities on the Shanghai
  

Stock Exchange

“Model Code for Securities Transactions”    the Model Code for Securities Transactions by Directors of Listed
  

Issuers set out in Appendix 10 to the Hong Kong Listing Rules

“Securities Law”    the PRC Securities Law
“Company Law”    the PRC Company Law
“CSRC”    China Securities Regulatory Commission
“Articles of Association”    the articles of association of the Company
“Hong Kong Stock Exchange website”    www.hkexnews.hk
“Shanghai Stock Exchange website”    www.sse.com.cn
“website of the Company”    www.spc.com.cn
“HSSE”    Health, Safety, Security and Environment
“LDAR”    Leak Detection and Repair
“COD”    Chemical Oxygen Demand
“VOCs”    Volatile Organic Compounds
“SFO”    the Securities and Futures Ordinance of Hong Kong (Chapter 571
  

of the Laws of Hong Kong)

“Corporate Governance Code”    the Corporate Governance Code set out in Appendix 14 to the
  

Hong Kong Listing Rules

“Share Option Incentive Scheme”    the A Share Option Incentive Scheme of the Company
“International auditors”    PricewaterhouseCoopers
   Certified Public Accountants Registered Public Interest Entity
  

Auditor*

“PRC auditors”    PricewaterhouseCoopers Zhong Tian LLP

 

 

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Company Profile

Sinopec Shanghai Petrochemical Limited is one of the largest Petrochemical companies in China based on the 2019’s Sales volume and has quite competitive overall scale strength. It is also a significant production enterprise of refined oil, intermediate petrochemical products, resins & plastics, and synthetic fibers in China, with private independent utilities, environmental protection system, sea transportation, inland navigation, railway and highway transportation related supporting infrastructures.

Located at Jinshanwei in the southwest of Shanghai, the Company is a highly integrated petrochemical enterprise which mainly processes crude oil into a broad range of petroleum products, intermediate petrochemical products, resins and plastics and synthetic fibers. The Company sells most of its products within the PRC domestic market and derives most of its revenues from customers in Eastern China, one of the fastest growing regions in the PRC.

The Company’s high-quality development is supported by the ever-increasing demand in the PRC for petrochemical products. Relying on the competitive advantage of its high degree of integration, the Company is optimizing its product mix, improving the quality and variety of its existing products, upgrading technology and increasing the capacity of its key upstream plants.

In July 1993, the Company became the first company incorporated under the laws of the PRC to make a global equity offering, and its shares were listed on the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange.

Since the listing of its shares, the Company has strived to continuously improve and enhance its operation and management efficiency with an aim to become a world-class petrochemical enterprise.

 

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Financial Highlights

 

(I)

Financial information prepared under IFRS (for the past five years)

 

                          Unit: RMB million  

Year ended 31 December

   2019      2018      2017      2016      2015  

Net sales

     88,055.7        95,613.5        79,218.3        65,936.5        67,037.2  

Profit before income tax

     2,656.1        6,808.1        7,852.9        7,778.3        4,237.2  

Profit for the year

     2,227.2        5,336.2        6,154.2        5,981.5        3,310.4  

Profit attributable to owners of the Company

     2,215.7        5,336.3        6,143.2        5,968.5        3,274.3  

Basic earnings per share (RMB/share)

     0.205        0.493        0.569        0.553        0.303  

Diluted earnings per share (RMB/share)

     0.205        0.493        0.568        0.552        0.303  

As at 31 December:

              

Total equity attributable to owners of the Company

     29,863.3        30,346.1        28,230.2        24,722.0        19,797.3  

Total assets

     45,494.1        44,385.9        39,443.5        33,945.6        27,820.6  

Total liabilities

     15,500.2        13,923.5        10,927.9        8,942.4        7,726.3  

 

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Financial Highlights (continued)

 

(II)

Main accounting data and financial indicators in the past three years (Prepared under CAS)

 

                          Unit:RMB ’000  
                   Increase/         
                   decrease         
                   compared to         
                   the previous year         

Major accounting data

   2019      2018      (%)      2017  

Revenue

     100,346,048        107,764,908        -6.88        92,013,569  

Total profit

     2,654,116        6,748,976        -60.67        7,851,234  

Net profit attributable to shareholders of the Company

     2,213,716        5,277,186        -58.05        6,141,558  

Net profit attributable to shareholders of the Company excluding non-recurring items

     2,073,020        5,067,583        -59.09        6,293,745  

Net cash flow from operating activities

     5,121,209        6,695,099        -23.51        7,078,482  
                   Increase/         
                   decrease         
                   compared to         
                   the previous year         
     End of 2019      End of 2018      end (%)      End of 2017  

Total equity attributable to equity shareholders of the Company

     29,885,341        30,370,126        -1.60        28,256,306  

Total assets

     45,636,128        44,539,960        2.46        39,609,536  

 

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Financial Highlights (continued)

 

                   Increase/ decrease         
                   compared to the         

Major financial indicators

   2019      2018      previous year (%)      2017  

Basic earnings per share (RMB/share)

     0.205        0.488        -57.99        0.568  

Diluted earnings per share (RMB/share)

     0.205        0.488        -57.99        0.568  

Basic earnings per share excluding non-recurring items (RMB/share)

     0.192        0.468        -58.97        0.583  

Return on net assets (weighted average) (%)*

     7.143        16.211       

Decreased by 9.07

percentage points

 

 

     20.840  

Return on net assets excluding non-recurring items (weighted average) (%)*

     6.726        15.567       
Decreased by 8.84
percentage points
 
 
     21.356  

Net cash flow per share generated from operating activities (RMB/share)

     0.473        0.619        -23.59        0.655  
                   Increase/ decrease         
                   compared to the         
     End of 2019      End of 2018      previous year end (%)      End of 2017  

Net assets per share attributable to equity shareholders of the Company (RMB/share)*

     2.761        2.806        -1.60        2.613  
           Increased by 2.68     

Gearing ratio (%)

     34.228        31.553        percentage points        27.943  

 

*

The above-mentioned net assets do not include minority shareholders’ interests.

 

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Financial Highlights (continued)

 

(III)

Non-recurring items (Prepared under CAS)

 

                   Unit: RMB ’000  

Non-recurring items

   2019      2018      2017  

Gains/(losses) on disposal of non-current assets

     158,551        172,508        -13,017  

Losses/(gains) on disposal of long-term equity investment

     -60,951        1,622        10,339  

Employee reduction expenses

     -45,394        -34,450        -176,954  

Government grants recognised through profit or loss (excluding government grants pursuant to the State’s unified standard sum and quota to closely related corporate business)

     79,678        126,329        75,703  

Income from external entrusted lendings

     —          11        1,164  

Net (losses)/gains on settlement of foreign exchange option and forward foreign exchange contracts

     -15,316        14,520        –1,516  

Income from structured deposit

     86,848        —          —    

Payments for sale of financial assets at fair value through other comprehensive income

     -19,513        —          —    

Gains from derivative financial assets and fair value changes of liabilities

     1,597        —          —    

Other non-revenue and expenses other than those mentioned above

     -42,322        -55,092        –44,159  

Effect on non-controlling interests (after tax)

     3,515        -7,079        –1,526  

Tax effect for the above items

     -5,997        –8,766        –2,221  
  

 

 

    

 

 

    

 

 

 

Total

     140,696        209,603        -152,187  
  

 

 

    

 

 

    

 

 

 

 

(IV)

Differences between financial statements prepared under CAS and IFRS

 

                          Unit: RMB ’000  
     Net profit      Net asset  
                             
                      
     The Reporting      Corresponding period      At the of the      At the beginning of  
     Period      of the previous year      Reporting Period      the Reporting Period  

Prepared under CAS

     2,225,153        5,277,073        30,015,901        30,486,504  

Prepared under IFRS

     2,227,165        5,336,218        29,993,848        30,462,441  

For detailed differences between the financial statements prepared under CAS and IFRS, please refer to supplements to the financial statements prepared under CAS.

 

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Financial Highlights (continued)

 

(V)

Major quarterly financial data in 2019 (Prepared under CAS)

 

                          Unit:RMB ’000  
                          Fourth  
     First Quarter      Second      Third Quarter      Quarter  
     (January to      Quarter      (July to      (October to  
     March)      (April to June)      September)      December)  

Revenue

     25,136,233        26,856,350        23,377,016        24,976,449  

Net profit attributable to shareholders of the Company

     610,653        526,588        534,891        541,584  

Net profit attributable to shareholders of the Company excluding non-recurring items

     624,529        513,200        384,523        550,768  

Net cash flows (used)/generated from operating activities

     -1,089,708        1,335,682        -660,602        5,535,837  

 

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Principal Products

The Company is a highly vertically integrated petrochemical company. Most of the petroleum products and intermediate petrochemical products produced by the Company are used in the production of the Company’s downstream products.

The following table sets forth the net sales of the Group’s major products in 2019 as a percentage of total net sales and their typical uses.

 

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Major products sold by the Company

   % of 2019
net sales
    

Typical use

Manufactured products

     

Synthetic Fibres

     

Polyester staple

     0.22     

Textiles and apparel

Acrylic staple

     2.08     

Cotton type fabrics, wool type fabrics

Others

     0.15     
  

 

 

    

Subtotal:

     2.45     
  

 

 

    

 

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Principal Products (continued)

 

 

Major products sold by the Company

   % of 2019
net sales
    

Typical use

Resins and Plastics

     

Polyester chips

     1.99     

Polyester fibres, films and containers

PE pellets

     4.72     

Films, ground sheeting, wire and cable compound and other injection moulding products such as housewares and toys

PP pellets

     4.10     

Films or sheets, injection moulding products such as housewares, toys and household electrical appliances and automobile parts

PVA

     0.12     

PVA fibres, building coating materials and textile starch

Others

     0.40     
  

 

 

    

Subtotal:

     11.33     

Intermediate Petrochemical Products

     

Ethylene

     0.01     

Feedstock for PE, EG, PVC and other intermediate petrochemical products which can be further processed into resins and plastics and synthetic fibre

Ethylene Oxide

     1.99     

Intermediate for chemical and pharmaceutical industry, dyes, detergents and adjuvant

Benzene

     1.61     

Intermediate petrochemical products, styrene, plastics, explosives, dyes, detergents, epoxies and polyamide fibre

PX

     3.19     

Intermediate petrochemical, polyester

Butadiene

     0.90     

Synthetic rubber and plastics

Ethylene Glycol

     0.87     

Fine chemicals

Others

     3.14     
  

 

 

    

Subtotal:

     11.71     

Petroleum Products

     

Gasoline

     19.37     

Transportation fuels

Diesel

     18.21     

Transportation and agricultural machinery fuels

Jet fuel

     6.38     

Transportation fuels

Others

     5.02     
  

 

 

    

Subtotal:

     48.98     

Trading of petrochemical products

     24.63     

Import and export trade of petrochemical products (purchased from domestic and overseas suppliers)

  

 

 

    

Others

     0.90     
  

 

 

    

TOTAL:

     100     
  

 

 

    

 

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Change in Share Capital of Ordinary Shares and Shareholders

 

(I)

Changes in share capital of ordinary shares during the Reporting Period

The Company had no changes in share capital of ordinary shares during the Reporting Period.

 

(II)

Issue of shares

 

  1.

Issue of shares during the Reporting Period

The Company issued no shares during the Reporting Period.

 

  2.

Changes in the Company’s total number of ordinary shares, shareholding structure and the Company’s assets and liabilities

The Company had no changes in the Company’s total number of ordinary shares, shareholding structure and the Company’s assets and liabilities during the Reporting Period.

 

  3.

Employees shares

The Company had no employees shares as at the end of the Reporting Period.

 

(III)

Shareholders and de facto controller

 

  1.

Total number of shareholders

 

Number of shareholders of ordinary shares as at the end of the Reporting Period

   87,549

Number of shareholders of ordinary shares as at the end of the month immediately preceding the publication date of the annual report

   90,981

 

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Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

 

  2.

Shareholding of the top ten shareholders as at the end of the reporting period

 

     Shareholding of the top ten shareholders  
                          Number             Pledged/Frozen         
                   Increase/      of shares                              
            Increase/decrease      decrease of      held at the                              
            of shareholding      shareholding      end of the      Percentage                       
            during the      during the      Reporting      of                       
            Reporting Period      Reporting      Period      shareholding      Status of      Number of      Nature of  

Full name of shareholder

   Class of shares      (Shares)      Period
(Shares)
     (Shares)      (%)      Shares      Shares      shareholder  

China Petroleum & Chemical Corporation

     A shares        0        5,460,000,000        50.44        0        None        0        State-owned  
                          legal person  

HKSCC (Nominees) Limited

     H shares        -3,457,074        3,454,683,747        31.92        0        Unknown               Overseas legal  
                          person  

China Securities Finance Corporation Limited

     A shares        0        324,111,018        2.99        0        None        0        Others  

HKSCC Limited

     A shares        -1,021,789        77,677,135        0.72        0        None        0        Others  

Central Huijin Investment Ltd.

     A shares        0        67,655,800        0.63        0        None        0        Others  

GF Fund – Agricultural Bank of China – GF CSI Financial Asset Management Plan

     A shares        0        45,222,300        0.42        0        None        0        Others  

China Universal Asset Management Co., Ltd. – 1103 Combination of Social Security

     A shares        +45,000,620        45,000,620        0.42        0        None        0        Others  

Dacheng Fund – Agricultural Bank of China – Dacheng CSI Financial Asset Management Plan

     A shares        0        43,531,469        0.40        0        None        0        Others  

China Asset Fund – Agricultural Bank of China – China Asset CSI Financial Asset Management Plan

     A shares        0        43,083,750        0.40        0        None        0        Others  

Bosera Fund – Agricultural Bank of China – Bosera CSI Financial Asset Management Plan

     A shares        0        43,083,700        0.40        0        None        0        Others  

Note on connected relationship or acting in concert of the above shareholders:

    





Among the above-mentioned shareholders, China Petroleum & Chemical Corporation (“Sinopec Corp.”), a State-owned legal
person, does not have any connected relationship with the other shareholders, and does not constitute an act-in-concert party
under the Administrative Measures on Acquisition of Listed Companies. Among the above-mentioned shareholders, HKSCC
(Nominees) Limited is a nominee and HKSCC Limited is the nominal holder of the company’s Shanghai-Hong Kong Stock
Connect. Apart from the above, the Company is not aware of any connected relationships among the other shareholders, or
whether any other shareholder constitutes an act-in-concert party under the Administrative Measures on Acquisition of Listed
Companies.
 
 
 
 
 
 
 

 

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Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

(IV)

Details of the controlling shareholder and the de facto controller

 

  1.

Details of the controlling shareholder

 

  (1)

Legal person

 

Name    China Petroleum & Chemical Corporation

Responsible person or legal representative

   Zhang Yuzhuo

Date of incorporation

   25 February 2000

Major business operations

   Oil and natural gas exploration and extraction, pipeline transmission and sales; oil refining production, sales, storage and transportation of petrochemicals, chemical fibres, chemical fertilizers and other chemical products; import, export and import/export agency business of crude oil, natural gas, refined petroleum products, petrochemicals, chemicals, and other chemical products and other commodities and technologies; research, development and application of technology and information.

Shareholdings in other domestic and overseas companies during the Reporting Period

   Details of shareholding of Sinopec Corp. in other listed companies:

 

Company Name

   Number of
shares held
     Percentage of
shareholding
 

Sinopec Shandong Taishan Petroleum Co., Ltd.

     118,140,120        24.57

 

15


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

2.

Details of the de facto controller

 

  (1)

Legal person

 

Name    China Petrochemical Corporation
Responsible person or legal representative    Zhang Yuzhuo
Date of incorporation    24 July 1998
Major businesses operations    According to Sinopec Group’s restructuring in 2000, China Petrochemical Corporation injected its main petrochemical business into Sinopec Corp. Sinopec Group continues to operate several petrochemical facilities and small refining plants. Its services include: provision of drilling, logging and downhole operation services, production and maintenance of manufacturing equipment; engineering construction service and water, electricity and other public utilities and social services.
Shareholdings in other domestic and overseas companies during the Reporting Period    Details of shareholding of Sinopec Group in other listed companies:

 

Company Name

   Number of
shares held
     Percentage of
shareholding
 

China Petroleum & Chemical Corporation (Note 1)*

     82,709,227,393        68.31

Sinopec Engineering (Group) Co., Ltd.

     2,907,856,000        65.67

Sinopec Oilfield Service Corporation (Note 2)

     10,727,896,364        56.51

Sinopec Oilfield Equipment Corporation

     351,351,000        58.74

China Merchants Energy Shipping Co., Ltd.

     912,886,426        15.05

Note 1: The 553,150,000 H shares held by Sinopec Century Bright Capital Investment Limited, an overseas wholly-owned subsidiary of Sinopec Group are included in the total number of shares held by HKSCC (Nominees) Limited.

  

Note 2: The 2,595,786,987 H shares held by Sinopec Century Bright Capital Investment Limited, an overseas wholly-owned subsidiary of Sinopec Group are included in the total number of shares held by HKSCC (Nominees) Limited.

  

 

 

16


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

  3.

Diagram of the ownership and controlling relationship between the Company and the controlling shareholder and the de facto controller

 

LOGO

 

*

Including 553,150,000 H shares in Sinopec Corp. held by Sinopec Century Bright Capital Investment Limited, an overseas wholly-owned subsidiary of Sinopec Group, through HKSCC (Nominees) Limited.

 

(V)

Other legal person shareholders holding more than 10% of the Company’s shares

As at 31 December 2019, HKSCC (Nominees) Limited held 3,454,683,747 H shares of the Company, representing 31.92% of the total number of issued shares of the Company.

 

(VI)

Public float

Based on the public information available to the Board, as at 25 March 2020, the Company had a public float which is in compliance with the minimum requirement under the Hong Kong Listing Rules.

 

17


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Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

(VII)

Interests and short positions of the substantial shareholders of the Company in shares and underlying shares of the Company

As at 31 December 2019, so far as was known to the Directors or chief executive of the Company, the interests and short positions of the Company’s substantial shareholders (being those who are entitled to exercise or control the exercise of 5% or more of the voting power at any general meeting of the Company but excluding the Directors, chief executive and Supervisors) in the shares and underlying shares of the Company who are required to disclose their interests pursuant to Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance (the “SFO”) or as recorded in the register of interests required to be kept under section 336 of the SFO were as set out below:

Interests in ordinary shares of the Company

 

Name of shareholders

   Interests held
or deemed as
held (shares)
  Note      Percentage of
total issued
shares of
the Company
(%)
    Percentage of
total issued
shares of
the relevant

class
(%)
    Capacity

China Petroleum & Chemical

   5,460,000,000

A shares (L)
Shares of
legal person

    (1      50.44 (L)      74.50 (L)    Beneficial owner

The Bank of New York Mellon Corporation

   436,867,031
H shares (L)
    (2      4.04 (L)      12.50 (L)    Interests of controlled
corporation
   367,331,900
H shares (S)
       3.39 (S)      10.51 (S)   
   61,158,279 H
shares
(P)
       0.57 (P)      1.75 (P)   

BlackRock, Inc.

   310,415,788
H shares (L)
    (3      2.87 (L)      8.88 (L)    Interests of controlled
corporation

Corn Capital Company Limited

   211,008,000

H shares (L)

    (4      1.95 (L)      6.04 (L)    Beneficial owner
   200,020,000
H shares
(S)
       1.85 (S)      5.72 (S)   

Hung Hin Fai

   211,008,000

H shares (L)

    (4      1.95 (L)      6.04 (L)    Interests of controlled
   200,020,000
H shares
(S)(4)
       1.85 (S)      5.72 (S)    corporation

Yardley Finance Limited

   200,020,000

H shares (L)

    (5      1.85 (L)      5.72 (L)    Secured equity
holders

Chan Kin Sun

   200,020,000

H shares (L)

    (5      1.85 (L)      5.72 (L)    Interests of controlled
            corporation

Citigroup Inc.

   247,632,514

H shares (L)

    (6      2.29 (L)      7.08 (L)    Secured equity
holders,
   382,000 H
shares
(S)
       0.01 (S)      0.01 (S)    Interests of controlled
   228,109,392
H shares
(P)
       2.11 (P)      6.52 (P)    corporation, and
            approved lending
            agents

(L): Long position; (S): Short position; (P): Lending Pool

 

18


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

Note:

 

(1)

Based on the information obtained by the Directors from the website of the Hong Kong Stock Exchange and as far as the Directors are aware, Sinopec Group directly and indirectly owned 68.77% of the issued share capital of Sinopec Corp. as at 31 December 2019. By virtue of such relationship, Sinopec Group is deemed to have an interest in the 5,460,000,000 A shares of the Company directly owned by Sinopec Corp.

 

(2)

All the 436,867,031 H shares (long position) and 367,331,900 H shares (short position) are deemed to be held by The Bank of New York Mellon Corporation, due to control of multiple companies (among which 367,331,900 H shares (short position) are held through physical-settlement unlisted derivatives) Below are the companies indirectly or wholly owned by The Bank of New York Mellon Corporation:

 

  (2.1)

All the 436,861,231 H shares (long position) and 367,331,900 H shares (short position) are held by The Bank of New York Mellon. Since The Bank of New York Mellon is wholly owned by The Bank of New York Mellon Corporation, The Bank of New York Mellon Corporation is deemed to have an interest in the 436,861,231 H shares (long position) and 367,331,900 H shares (short position) of the Company held by The Bank of New York Mellon.

 

  (2.2)

All the 2,900 H shares (long position) are held by BNY MELLON, NATIONAL ASSOCIATION. Since BNY MELLON NATIONAL ASSOCIATION is wholly owned by The Bank of New York Mellon Corporation, The Bank of New York Mellon Corporation is deemed to have an interest in the 2,900 H shares (long position) of the Company held by BNY MELLON, NATIONAL ASSOCIATION.

 

  (2.3)

All the 2,900 H shares (long position) were held by BNY Mellon Corporate Trustee Services Limited. Since BNY Mellon Corporate Trustee Services Limited is indirectly wholly owned by The Bank of New York Mellon Corporation, The Bank of New York Mellon Corporation is deemed to have an interest in the 2,900 H shares (long position) of the Company held by BNY Mellon Corporate Trustee Services Limited.

 

(3)

All the 310,415,788 H shares (long position) are deemed to be held by BlackRock, Inc., due to control of multiple companies.(among which 944,000 H shares (long position) are held through cash settled unlisted derivatives) Below are the companies indirectly wholly owned by BlackRock, Inc:

 

  (3.1)

All the 7,210,900 H shares (long position) are held by BlackRock Investment Management, LLC. Since BlackRock Investment Management, LLC is indirectly wholly owned by BlackRock, Inc. through Trident Merger, LLC, BlackRock, Inc. is deemed to have an interest in the 7,210,900 H shares (long position) of the Company held by BlackRock Investment Management, LLC.

 

19


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

  (3.2)

All the 23,766,700 H shares (long position) are held by BlackRock Financial Management, Inc. Since BlackRock Financial Management, Inc. is indirectly wholly owned by BlackRock, Inc. through BlackRock Holdco 2, Inc., BlackRock, Inc. is deemed to have an interest in the 23,766,700 H shares (long position) of the Company held by BlackRock Financial Management, Inc. In addition, BlackRock Financial Management, Inc. is interested in the shares of the Company through the following companies:

 

  (3.2.1)

6,906,000 H shares (long position) are held by BlackRock Advisors, LLC.

 

  (3.2.2)

BlackRock Holdco 4, LLC is wholly owned by BlackRock Financial Management, Inc. BlackRock Holdco 4, LLC is interested in the shares of the Company through the following companies:

 

  (3.2.2.1)

83,718,659 H shares (long position) are held by BlackRock Institutional Trust Company, National Association.

 

  (3.2.2.2)

93,172,000 H shares (long position) are held by BlackRock Fund Advisors.

 

  (3.3)

86% of interest in BR Jersey International Holdings L.P. are indirectly held by BlackRock, Inc. BR Jersey International Holdings L.P. is interested in the shares of the Company through the following companies:

 

  (3.3.1)

9,689,963 H shares (long position) are held by BlackRock Japan Co., Ltd. (which is indirectly wholly owned by BR Jersey International Holdings L.P.)

 

  (3.3.2)

938,000 H shares (long position) are held by BlackRock Asset Management Canada Limited (which is 99.9% indirectly held by BR Jersey International Holdings L.P.)

 

  (3.3.3)

4,112,300 H shares (long position) are held by BlackRock Investment Management (Australia) Limited (which is indirectly wholly owned by BR Jersey International Holdings L.P.)

 

  (3.3.4)

1,930,089 H shares (long position) are held by BlackRock Asset Management North Asia Limited (which is indirectly wholely owned by BR Jersey International Holdings L.P.)

 

  (3.3.5)

1,732,000 H shares (long position) are held by BlackRock (Singapore) Limited (which is indirectly wholly owned by BR Jersey International Holdings L.P.)

 

20


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

  (3.4)

90% of interest in BlackRock Group Limited is indirectly held by BR Jersey International Holdings L.P. (See (3.3) above). BlackRock Group Limited is interested in the shares of the Company through the following companies, which are directly or indirectly wholly owned by BlackRock Group Limited:

 

  (3.4.1)

552,000 H shares (long position) are held by BlackRock (Netherlands) B.V.

 

  (3.4.2)

988,000 H shares (long position) are held by BlackRock Advisors (UK) Limited.

 

  (3.4.3)

23,357,362 H shares (long position) are held by BlackRock Investment Management (UK) Limited.

 

  (3.4.4)

9,401,425 H shares (long position) are held by BlackRock Fund Managers Limited.

 

  (3.4.5)

372,000 H shares (long position) are held by BlackRock International Limited.

 

  (3.4.6)

6,021,390 H shares (long position) are held by BlackRock Life Limited.

 

  (3.4.7)

33,675,000 H shares (long position) are held by BlackRock Asset Management Ireland Limited.

 

  (3.4.8)

2,844,000 H shares (long position) are held by BLACKROCK (Luxembourg) S.A.

 

  (3.4.9)

28,000 H shares (long position) are held by BlackRock Asset Management (Schweiz) AG.

 

(4)

These shares were held by Corn Capital Company Limited. Hung Hin Fai held 100% interests in Corn Capital Company Limited. Pursuant to the SFO, Hung Hin Fai was deemed to be interested in the shares held by Corn Capital Company Limited.

 

(5)

These shares were held by Yardley Finance Limited. Chan Kin Sun held 100% interests in Yardley Finance Limited. Pursuant to the SFO, Chan Kin Sun was deemed to be interested in the shares held by Yardley Finance Limited.

 

21


Table of Contents

Change in Share Capital of Ordinary Shares and Shareholders (continued)

 

(6)

Of the H shares (long position) held by Citigroup Inc., 4,081,000 H shares (long position) are held through physical-settlement listed derivatives and 226,000 H shares (long position) are held through cash settled unlisted derivatives. Of the H shares (short position) held by Citigroup Inc., 382,000 H shares (short position) are held through cash settled unlisted derivatives. In addition, Citigroup Inc. is deemed to hold a total of 3,181,122 H shares (long position) and 382,000 H shares (short position) of the Company, due to control of multiple companies. The following companies are indirectly owned by Citigroup Inc.:

 

  (6.1)

All the 228,109,392 H shares (long position) are held by Citibank, N.A. Since Citibank, N.A. is wholly owned by Citigroup Inc., Citigroup Inc. is deemed to have an interest in the 228,109,392 H shares (long position) of the Company held by Citibank, N.A.

 

  (6.2)

All the 29,000 H shares (long position) are held by Citigroup Global Markets Inc. Since Citigroup Global Markets Inc. is indirectly wholly owned by Citigroup Inc., Citigroup Inc. is deemed to have an interest in the 29,000 H shares (long position) of the Company held by Citigroup Global Markets Inc.

 

  (6.3)

All the 19,493,122 H shares (long position) and 382,000 H shares (short position) are held by Citigroup Global Markets Limited. Since 90% of interest in Citigroup Global Markets Limited are indirectly held by Citigroup Inc., Citigroup Inc. is deemed to have an interest in the 19,493,122 H shares (long position) and 382,000 H shares (short position) of the Company held by Citigroup Global Markets Limited.

 

  (6.4)

All the 1,000 H shares (long position) are held by Citicorp Trust South Dakota. Since Citicorp Trust South Dakota is indirectly wholly owned by Citigroup Inc., Citigroup Inc. is deemed to have an interest in the 1,000 H shares (long position) of the Company held by Citicorp Trust South Dakota.

Save as disclosed above, as at 31 December 2019, the Directors have not been notified by any person (other than the Directors, chief executive and Supervisors) who had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company pursuant to Divisions 2 and 3 of Part XV of the SFO or as recorded in the register of interests required to be kept by the Company under section 336 of the SFO.

 

22


Table of Contents

Directors, Supervisors, Senior Management and Employees

 

(I)

Changes in shareholdings and remuneration

 

1.

Changes in shareholdings and remuneration of Directors, Supervisors and senior management who hold the position currently or left the office during the Reporting Period

 

Name

 

Former
name/
alias

 

Position

  Sex     Age     Date of
commencement
of service term
    End
date of
service
term
    Number of
shares held at
the beginning
of the
Reporting
Period (ten
thousand
shares)
    Number of
shares held at
the end of
the Reporting
Period
    Change
in number
of shares
during the
Reporting
Period
    Total
remuneration
received from
the Company
during the
Reporting
Period
(before

taxation)
(RMB’ ten
thousand)
    Whether
received
remuneration
from
connected
person(s)
of  the
Company
 

Wu Haijun

 

None

 

Executive Director, Chairman, Acting Secretary to the Board

    M       57       June 2017       June 2020       0       0       0       92.54       No  

Jin Qiang

 

None

 

Executive Director & Vice President

    M       54       June 2017       June 2020       30.1       30.1       0       105.96       No  

Zhou Meiyun

 

None

 

Executive Director, Vice President & Chief Financial Officer

    M       50       June 2017       June 2020       0       0       0       98.22       No  

Jin Wenmin

 

None

 

Executive Director & Vice President

    M       55       June 2018       June 2020       17.5       17.5       0       100.64       No  

Lei Dianwu

 

None

 

Non-executive Director

    M       57       June 2017       June 2020       0       0       0       0       Yes  

Mo Zhenglin

 

None

 

Non-executive Director

    M       55       June 2017       June 2020       0       0       0       0       Yes  

Zhang Yimin

 

None

 

Independent Non-executive Director

    M       65       June 2017       June 2020       0       0       0       15.00       No  

Liu Yunhong

 

None

 

Independent Non-executive Director

    M       43       June 2017       June 2020       0       0       0       15.00       No  

Du Weifeng

 

None

 

Independent Non-executive Director

    M       43       June 2017       June 2020       0       0       0       15.00       No  

Li Yuanqin

 

None

 

Independent Non-executive Director

    F       46       August 2017       June 2020       0       0       0       15.00       No  

Ma Yanhui

 

None

 

Supervisor, Chairman of the Supervisory Committee

    M       49       June 2017       June 2020       0       0       0       97.33       No  

Zhang Feng*

 

None

 

Supervisor

    M       50       October 2019       June 2020       7       1       -6       14.78       No  

Chen Hongjun*

 

None

 

Supervisor

    M       49       October 2019       June 2020       13.35       3.1       -10.25       15.32       No  

Zhai Yalin

 

None

 

Supervisor

    M       55       June 2017       June 2020       0       0       0       0       Yes  

Zheng Yunrui

 

None

 

Independent Supervisor

    M       54       June 2017       June 2020       0       0       0       10.00       No  

Choi Ting Ki

 

None

 

Independent Supervisor

    M       65       June 2017       June 2020       0       0       0       10.00       No  

Guan Zemin*

 

None

 

President

    M       55       February 2020       June 2020       —         —         —         —         No  

Huang Xiangyu*

 

None

 

Vice President

    M       51       February 2020       June 2020       —         —         —         —         No  

Huang Fei*

 

None

 

Vice President

    M       43       February 2020       June 2020       —         —         —         —         No  

Shi Wei*

 

None

 

Former Executive Director & President

    M       60      
September
2018
 
 
   
December
2019
 
 
    0       0       0       115.13       No  

Guo Xiaojun*

 

None

 

Former Executive Director, Vice President, Secretary to the Board & Joint Company Secretary

    M       50       June 2017      
December
2019
 
 
    30.1       30.1       0       106.00       No  

Zuo Qiang*

 

None

 

Former Supervisor

    M       57       June 2017      
September
2019
 
 
    0       0       0       44.08       No  

Li Xiaoxia*

 

None

 

Former Supervisor

    F       50       June 2017       October 2019       0       0       0       64.56       No  

Fan Qingyong*

 

None

 

Former Supervisor

    M       55       June 2017      
December
2019
 
 
    0       0       0       0       Yes  
 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

 

/

 

/

    /       /       /       /       98.05       81.8       -16.25       934.56       /  
 

 

 

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

23


Table of Contents

Directors, Supervisors, Senior Management and Employees (continued)

 

  *

On 11 October 2019, the staff association of the Company through democratic election procedure elected Mr. Zhang Feng and Mr. Chen Hongjun as employee representative supervisors of the Company. The changes in shareholdings of Mr. Zhang Feng and Mr. Chen Hongjun occurred before serving as employee representative supervisors.

 

  *

Mr. Guan Zemin was appointed as President of the Company at the 20th meeting of the Ninth Session of the Board on 3 February 2020. Mr. Huang Xiangyu and Mr. Huang Fei were appointed as the Company’s Vice Presidents on the same day.

 

  *

On 19 December 2019, Mr. Shi Wei submitted to the Board a request to cease serving as an Executive Director and Vice President due to his age at retirement. On 19 December 2019, Mr. Guo Xiaojun submitted to the Board a request to cease serving as Executive Director, Vice President and Secretary to the Board due to other work arrangements. Mr. Shi Wei’s and Mr. Guo Xiaojun’s resignation took effect when their resignation reports were submitted to the Board on 19 December 2019.

 

  *

On 2 September 2019, Mr. Zuo Qiang submitted a request to the Supervisory Committee to cease serving as a supervisor due to other work arrangements. Mr. Zuo Qiang’s resignation took effect when his resignation report was submitted to the Supervisory Committee on 2 September 2019.

 

  *

On 30 September 2019, Ms. Li Xiaoxia submitted a request to the Supervisory Committee to cease serving as a supervisor due to other work arrangements. Given that the resignation of Ms. Li resulted in the proportion of employee supervisors in the Supervisory Committee falling below the statutory requirement, according to regulations in the Company Law and the Articles of Association, Ms. Li Xiaoxia’s resignation took effect after Mr. Zhang Feng and Mr. Chen Hongjun were elected as employee representative supervisors of the Company through employee democratic election procedure on 11 October 2019.

 

  *

On 27 December 2019, Mr. Fan Qingyong submitted a request to the Supervisory Committee to cease serving as a supervisor due to other work arrangements. Mr. Fan Qingyong’s resignation took effect when his resignation report was submitted to the Supervisory Committee on 27 December 2019.

 

24


Table of Contents

Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management

Directors:

Wu Haijun, aged 57, is an Executive Director, Chairman, Chairman of the Strategy Committee, member of the Nomination Committee of the Company, Acting Secretary to the Board, Director of Shanghai SECCO and Chairman of Shanghai Chemical Industry Park Development Co., Ltd. Mr. Wu joined the Shanghai Petrochemical Complex (the “Complex”) in 1984 and has held various positions, including Deputy Director and Director of the Company’s No. 2 Chemical Plant, as well as manager of the Chemical Division. He was Vice President of the Company from May 1999 to March 2006 and Director of the Company from June 2004 to June 2006. Mr. Wu was manager and Secretary of the Communist Party Committee of the Chemical Sales Branch of Sinopec Corp from December 2005 to March 2008. From December 2005 to April 2010, he was Director of the Chemical Business Department of Sinopec Corp. From April 2010 to August 2018, he was appointed as a Director of Shanghai SECCO. From April 2010 to February 2011, Mr. Wu was President of Shanghai SECCO. From April 2010 to August 2018, he was appointed Secretary of the Communist Party Committee of Shanghai SECCO and in June 2010 he was appointed Director of the Company. From June 2010 to December 2017, he served as Vice President of the Company. From February 2011 to March 2015, he acted as Vice President of Shanghai SECCO, and was President of Shanghai SECCO from March 2015 to December 2017. From December 2017 to January 2019, Mr. Wu was appointed Chairman of Shanghai SECCO. He has served as President and Secretary of the Communist Party Committee of the Company from December 2017 to September 2018. In December 2017, he was appointed as Chairman of the Company. In January 2018, he was appointed as Chairman of Shanghai Chemical Industry Park Development Co, Ltd. and was appointed as Secretary to the Communist Party Committee of the Company in August 2018. In December 2019, he was appointed as Acting Secretary to the Board. Mr. Wu graduated from the East China Institute of Chemical Technology in 1984, majoring in chemical engineering, and obtained a bachelor’s degree in engineering. In 1997, he obtained a master’s degree in business administration from the China Europe International Business School. He is a professor-grade senior engineer by professional title.

Jin Qiang, aged 54, is an Executive Director and Vice President of the Company. Mr. Jin joined Zhenhai General Petrochemical Works in 1986 and has held various positions, including Deputy Chief of the Utilities Department, Deputy Director and Director of the Machinery and Power Division of SINOPEC Zhenhai Refining & Chemical Co., Ltd., and Director of the Machinery and Power Division of SINOPEC Zhenhai Refining & Chemical Company. Mr. Jin was Deputy Chief Engineer of SINOPEC Zhenhai Refining & Chemical Company from March 2007 to October 2011, and was appointed Vice President of the Company in October 2011. In June 2014, Mr. Jin was appointed Executive Director of the Company. Mr. Jin graduated from the East China Institute of Chemical Technology in 1986 majoring in chemical machinery, and graduated from the Graduate School of Central Party School in 2007 majoring in economic management. He is a professor-grade senior engineer by professional title.

 

25


Table of Contents

Directors, Supervisors, Senior Management and Employees (continued)

(II) Profiles of Directors, Supervisors and senior management (Continued)

 

Zhou Meiyun, aged 50, is an Executive Director, Vice President, Chief Financial Officer, member of the Remuneration and Appraisal Committee and the Strategy Committee of the Company. Mr. Zhou joined the Complex in 1991 and has held various positions, including Officer, Assistant to Manager, Deputy Manager and Manager of the Finance Department of the Company. He served as Manager of the Finance Department of Shanghai SECCO from May 2011 to March 2017, and was appointed Vice President and Chief Financial Officer of the Company in February 2017. He has served as Executive Director of the Company since June 2017 and Chairman of China Jinshan Associated Trading Corporation (“Jinshan Associated Trading”) since July 2017. In May 2019, Mr. Zhou served as General Counsel of the Group. Mr. Zhou graduated from the Shanghai University of Finance and Economics in 1991 majoring in accounting, and obtained a master’s degree in economics from the Huazhong University of Science and Technology majoring in western economics in 1997. He is a senior accountant by professional title.

Jin Wenmin, aged 55, is an Executive Director and Vice President of the Company. Mr. Jin joined the Complex in 1985 and served as the Secretary of the Communist Party Committee of the Company’s No. 1 Oil Refining Device of Refining Unit, Head of Butadiene Device, Manager of the storage and transportation, branch company, manager and Deputy Secretary of the Communist Party Committee of Storage and Transportation Department, manager and Deputy Secretary of the Communist Party Committee of Oil Refining Department etc. From April 2013 to February 2017, Mr. Jin was appointed as Head of Production Department of the Company. From May 2013 to August 2016, Mr. Jin was appointed as Assistant to the President of the Company and was appointed as Vice President of the Company in September 2016. He was appointed Executive Director of the Company in June 2018. Mr. Jin graduated from the Shanghai Second Polytechnic University in July 2003, majoring in business administration. He is a senior engineer by professional title.

Lei Dianwu, aged 57 is a Non-executive Director, member of the Strategy Committee of the Company and, Senior Vice President of Sinopec Corp., the controlling shareholder of the Company. From June 2005, Mr. Lei has served as Non-executive Director of the Company. Mr. Lei has held various positions, including Deputy Director of Planning Division and Director of the Preparation Office of the Joint Venture of Yangzi Petrochemical Company, and Vice President and manager of the Production Division of Yangzi BASF Stylene Company Limited. He acted as Deputy Manager of Yangzi Petrochemical Company and Deputy Director of its Joint Venture Office, Director of the Development and Planning Division of China Dong Lian Petrochemical Limited Liabilities Company, Deputy General Manager of Yangzi Petrochemical Limited Liabilities Company and Deputy Director of the Development and Planning Division of Sinopec Corp. From March 2001 to August 2013, he was Director of Development and Planning Division of Sinopec Corp. From March 2009 to October 2018, Mr. Lei was Assistant to the President of Sinopec Group. From March 2009 to October 2018, he was Vice President of Sinopec Corp. From August 2013 to October 2018, he was Chief Economist of Sinopec Group. From October 2015 to October 2018, Mr. Lei acted as the Secretary to the board of directors of Sinopec Group. From June 2018 to December 2018, he was Director general of Department of International Cooperation of the Sinopec Group, Director of the Foreign Affairs Office, Director of Office of Hong Kong, Macau and Taiwan Affairs, and Director general of Department of International Cooperation of China Petroleum & Chemical Corporation. From October 2018, he has served as Senior Vice President of Sinopec Corp. Mr. Lei has rich experience in enterprise planning and investment development management. In 1984, Mr. Lei graduated from the East China Petroleum Institute majoring in basic organic chemicals and obtained a bachelor’s degree in engineering. He is a professor-grade senior engineer by professional title.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Mo Zhenglin, aged 55, is a Non-Executive Director and member of the Strategy Committee of the Company, Deputy Director of the Finance Division of Sinopec Corp., controlling shareholder of the Company. In June 2014, Mr. Mo was appointed as Non-executive Director of the Company. Mr. Mo began his career in August 1986 and has held various positions, including Deputy Director of the Finance Department and Head of the Accounting Department of Beijing Yanshan Petrochemical Corporation and Chief Accountant and Director of the Finance Department of its Refinery Division, and Deputy Chief Accountant of SINOPEC Beijing Yanshan Company and Chief Accountant of its Refinery Division, Director of Beijing Yanshan Petrochemical Company Limited and Chief Accountant of SINOPEC Beijing Yanshan Company. Mr. Mo has been Chief Accountant of the Chemical Division of Sinopec Corp. from August 2008 to August 2017, and Director of Shanghai SECCO from November 2008 to October 2017. From March 2015 to August 2017, he was Deputy Director of the Chemical Division of Sinopec Corp. In August 2017, Mr. Mo was appointed as Deputy Director of the Finance Division of Sinopec Corp. Mr. Mo obtained a bachelor’s degree in management from Zhongnan University of Economics in 1986, majoring in finance and accounting. He is a senior accountant by professional title.

Zhang Yimin, aged 65, is an Independent Non-executive Director, Chairman of the Remuneration and Appraisal Committee and the Nomination Committee of the Company and an Emeritus Professor of Economics and Finance at the China Europe International Business School. He has been an Independent Non-Executive Director of the Company since October 2013. Mr. Zhang has been an independent director of Shanghai Huayi Group Corporation Ltd. (listed on the Shanghai Stock Exchange, stock code: 600623) since April 2015. Mr. Zhang obtained a doctorate’s degree majoring in finance and political studies at the Business School of the University of British Columbia, Canada, and has held various positions, including a Post-doctoral Fellow at the Business School of the University of British Columbia, Canada, Assistant Professor at the Business School of the University of New Brunswick, Canada, and Associate Professor of Economics and Finance Department at the City University of Hong Kong. He was appointed as Professor of the China Europe International Business School in September 2004, and as Emeritus Professor of Finance of the China Europe International Business School since January 2010. His major area of research is in operations, financing and industrial economic studies. He possesses a wealth of professional expertise and experience.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Liu Yunhong, aged 43, is an Independent Non-executive Director and member of Audit Committee of the Company, Assistant to General Manager of Hwabao Securities Co. Ltd., and the Deputy Head of the Institute of International M&A and Investment, Renmin University of China. He has been an Independent Non-executive Director of the Company since June 2015. From 13 May 2014 to 24 March 2018, Mr. Liu was an independent director of Guangdong HEC Technology Holding Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600673), and currently is an Independent Director of Shanghai Aerospace Automobile Electromechanical Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 600151), Shenergy Company Limited (listed on the Shanghai Stock Exchange, stock code: 600642) and Bank of Guiyang Co., Ltd. (listed on the Shanghai Stock Exchange, stock code: 601997). From June 2008 to August 2010, Mr. Liu has been the Head of Legal and Compliance Division of Guotai Asset Management Co., Ltd. From October 2008 to August 2010, Mr. Liu conducted post-doctoral research in economics at Guanghua School of Management, Peking University and was conferred as an assistant professor and master postgraduate instructor. From October 2010 to July 2012, he worked for fund product development and supervision of listed companies at the Shanghai Stock Exchange. From August 2012 to September 2013, Mr. Liu was General Manager of Investment Banking Department of Aerospace Securities Co., Ltd. Since October 2013, Mr. Liu has been the General Manager of the Institutional Business Department (Renamed as Investment Banking Department since May 2015) of Hwabao Securities Co. Ltd. From May 2015 to November 2017, Mr. Liu was the General Manager of the Investment Banking Department of Hwabao Securities Co. Ltd. From September 2015 to May 2019, He was the Assistant to General Manager of Hwabao Securities Co. Ltd. Since May 2014, he has been Deputy Head of the Institute of International M&A and Investment, Renmin University of China. In May 2019, he served as Institute Director of Foresea Life Insurance (Shanghai). Mr. Liu obtained a doctorate’s degree in law from Renmin University of China, majoring in civil and commercial Law in 2008. Mr. Liu is a research fellow by professional title.

Du Weifeng, aged 43, is an Independent Non-executive Director, member of the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee of the Company, and a Partner of Beijing JunZeJun (Shanghai) Law Offices. He has served as the Company’s Independent Non-executive Director since June 2015. Mr. Du began his career in July 1998. He has held various positions, including Clerk and Assistant Judge of Shanghai Pudong New Area People’s Court and worked as a lawyer at Watson & Band Law Offices in Shanghai and at Wintell& Co Law Firm in Shanghai. He has been a Partner of the Shanghai branch of Beijing JunZeJun Law Offices since February 2009. With extensive experience as a lawyer, Mr. Du is the designated lawyer of some banks’ headquarters, Shanghai branches, Shanghai branch of the state-owned asset management companies and private asset management companies. Mr. Du obtained a bachelor’s degree in Commercial Law from Shanghai University in July 1998, and a master’s degree in commercial law from Bristol University in September 2005. He also obtained a master’s degree in business administration from China Europe International Business School in 2013.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Li Yuanqin, aged 46, is an Independent Non-executive Director, Chairman of the Audit Committee and member of the Strategy Committee of the Company, Professor of the School of Management and the associate head of the Department of Accountancy at Shanghai University. She is currently the independent director of Shanghai New World Co., Ltd. (listed on Shanghai Stock Exchange, stock code: 600628). From April 2000 to March 2003, she served at the Settlement Department at the headquarters of ICBC. From June 2006 to September 2009, she was the lecturer at the School of Management at Shanghai University. From September 2009 to March 2019, she was the associate professor of the School of Management at Shanghai University. She has been the professor of the School of Management and the associate head of the Department of Accountancy of Shanghai University since March 2019 and May 2011 respectively. During that period, she was also a visiting scholar at Foster School of Business, University of Washington in the United States between February 2012 and February 2013. She also serves as a member of the eighth session of the Shanghai Baoshan Committee of the Chinese People’s Political Consultative Conference and a non-executive member of the Chinese Institute of Certified Public Accountants. She received a PhD in Management from Antai College of Economics and Management (ACEM) at Shanghai Jiao Tong University.

Supervisors:

Ma Yanhui, aged 49, is a Supervisor, Chairman of Supervisory Committee, Deputy Secretary of the Communist Party Committee, Secretary of the Communist Party Discipline Supervisory Committee and Chairman of the Labour Union of the Company. Mr. Ma started his career in 1996. He served as Secretary of Office of Yanhua Refinery, Secretary and Deputy Director of Yanhua Office of Great Wall Lubricant Oil, Supervisor and Acting Director and Deputy Director of Integrated Corporate Reform Department of China Petrochemical Corporation, and Deputy Director and Director of Structure Reform Sector, Corporate Reform Department of Sinopec Assets Management Co., Ltd., etc. From June 2008 to August 2017, Mr. Ma was Director of Integrated Corporate Reform Department of China Petrochemical Corporation. In August 2017, Mr. Ma was appointed as Deputy Secretary of the Communist Party Committee and Secretary of the Communist Party Discipline Supervisory Committee of the Company. He was appointed as Supervisor, Chairman of Supervisory Committee and Chairman of the Labour Union of the Company in October 2017. Mr. Ma graduated from East China University of Science and Technology in July 1996, majoring in petroleum processing, and obtained a bachelor’s degree in engineering. In June 2006, he obtained a master’s degree in corporate management from Renmin University of China. Mr. Ma is a senior economist by professional title.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Zhang Feng, aged 50, is currently Supervisor and Auditing Director of the Company. Mr. Zhang started his career in the Complex in 1991. He served as Assistant of Chief and Deputy Chief of Finance Section of Polyester II Factory, Deputy Chief of Finance Section of Polyester Department, Deputy Chief and Chief of Cost Section of Finance Division of Polyester Department, Deputy Chief and Chief of Finance Division, Director Assistant, Deputy Director, Deputy Director (Hosting Work), Director of Finance Department and Chief of Finance Division. He was appointed as Auditing Director of the Company in December 2018 and Supervisor in October 2019. Mr. Zhang graduated from Shanghai University of Finance and Economics in 1991, majoring in Accounting, and obtained a bachelor’s degree in Economics. Mr. Zhang is a senior accountant by professional title.

Chen Hongjun, aged 49, is currently Supervisor, Vice-President of Labour Union, Director of the Public Affairs Department and Vice-President of the Association of Science and Technology of the Company. Mr. Chen started his career in the Company in 1996. He served as Vice Party Branch Secretary of Fibre Polymer Office, Deputy Director of Spinning Office, Director of Simulation Office, Section Manager of Scientific Research Management Department, Deputy Secretary and Secretary of Youth League Committee of the Company, Party Secretary and Deputy Director of the Chemical Engineering Department, Party Secretary and Assistant Manager of Fine Chemicals Department and Director of Public Affairs Department. Mr. Chen was appointed as Vice-President of Labour Union of the Company in November 2013. He was appointed as Vice President of the Association of Science and Technology in December 2017. He served as Director of the Public Affairs Department of the Company in April 2018, and he was elected as Supervisor of the Company in October 2019. In 1993, Mr. Chen graduated from Chengdu University of Science and Technology, majoring in Dyeing and Finishing Engineering, and obtained a bachelor’s degree in Engineering. In 1996, he obtained a master’s degree in Chemical Fibre from Sichuan Unite University. Mr. Chen is a senior engineer by professional title.

Zhai Yalin, aged 55, is an External Supervisor of the Company, and Chief of Team One of the Sinopec Group Party Committee Discipline Inspection Group. Mr. Zhai has been an External Supervisor of the Company since June 2008. Mr. Zhai started his career in 1986 and successively served as Deputy Head of the Head Office and Director of the Auditing Department of Qianguo Refinery, Deputy Director of the General Office of Sinopec Huaxia Auditing Company, Deputy Director of the General Administrative Office of the Auditing Bureau of China Petrochemical Corporation, Director of the General Administrative Office of the Auditing Bureau of Sinopec Group, and Director of the General Administrative Office of the Auditing Bureau of Sinopec Group (Auditing Department of Sinopec Corp.). From December 2001 to December 2019, Mr. Zhai held concurrently the posts of Deputy Director of the Auditing Bureau of Sinopec Group and Deputy Director of Auditing Department of Sinopec Corp. From April 2018 to March 2019, he was appointed Chief of Team Nine of the Sinopec Group Party Committee Discipline Inspection Group. He has served as Chief of Team One of the Sinopec Group Party Committee Discipline Inspection Group since April 2019. In June 2019, he served as Supervisor of Sinopec Oilfield Service Corporation (listed on the main board of the Hong Kong Stock Exchange, stock code: 1033; listed on the Shanghai Stock Exchange, stock code: 600871). Mr. Zhai graduated from the Jilin Siping Normal College in 1986 and is a senior economist by professional title.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Zheng Yunrui, aged 54, is an Independent Supervisor of the Company and a professor in civil and commercial law at the Faculty of Law of the East China University of Political Science and Law in the PRC and Member of Expert Consultation Committee of Shanghai Yangpu District People’s Procuratorate and Mediator of Shanghai Second Intermediate People’s Court. He has served as the Company’s Independent Supervisor since December 2014. From April 2013 to May 2019, Mr. Zheng was an independent director of Hangzhou Innover Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 002767). He is currently an independent director of Jiangxi XinyuGuoke Technology Co., Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300722) , independent director of Fuxin Dare Automotive Parts Co, Ltd. (listed on the Shenzhen Stock Exchange, stock code: 300473) and Dalian Insulator Group Co., Ltd (listed on the Shenzhen Stock Exchange, stock code: 002606), and External Supervisor of Zhejiang Reclaim Construction Group Co., Ltd (listed on the Shenzhen Stock Exchange, stock code: 002586). Mr. Zheng graduated from the Shangrao Normal University in Jiangxi Province, majoring in English Language. Mr. Zheng obtained a master’s degree in law and a doctorate’s degree in law from the Faculty of Law of Peking University in July 1993 and July 1998, respectively. Mr. Zheng previously worked at the Education Bureau of Shangrao County, Jiangxi Province, Hainan Airport Limited, China Township Enterprise Investment and Development Company Limited and the Legal Affairs Office of the Shanghai Municipal People’s Government. He has been teaching at East China University of Political Science and Law since August 2001. He was a visiting scholar at the Faculty of Law of National University of Singapore between July 2002 and December 2002. Mr. Zheng has been engaged in trials, teaching and research relating to civil law, property law, contract law, company law, insurance law, social insurance law and government procurement law. He is experienced in the legal affairs on corporate governance and has great academic achievements. He is also an arbitrator at the Arbitration Commission of Shenzhen, Shenyang, Xuzhou and Wuxi. Mr. Zheng was appointed as member of Expert Advisory Committee of the People’s Procuratorate of Shanghai Yangpu District and mediator of Shanghai No. 2 intermediate People’s Court on 24 March 2017 and 26 June 2017, respectively.

Choi Ting Ki, aged 65, is an Independent Supervisor of the Company and a Fellow of the Hong Kong Institute of Certified Public Accountants. He joined the Company in June 2011. Mr. Choi served as Independent Non-executive Director of the Company from June 2011 to June 2017, and has been Independent Supervisor since June 2017. Mr. Choi has been an independent non-executive director of Yangtzekiang Garment Limited (listed on the Main Board of the Hong Kong Stock Exchange, stock code: 00294) and YGM Trading Limited (listed on the Main Board of the Hong Kong Stock Exchange, stock code: 00375) since December 2012. Mr. Choi graduated from the Department of Accounting, Hong Kong Polytechnic in 1978. He joined KPMG in the same year and has held various positions, including Partner of the audit department of KPMG Hong Kong Office, Executive Partner of KPMG Shanghai Office, Senior Partner of KPMG Huazhen Shanghai Office as well as Senior Partner of KPMG Huazhen in Eastern and Western China. Mr. Choi retired from KPMG Huazhen in April 2010.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(II)

Profiles of Directors, Supervisors and senior management (Continued)

 

Senior Management:

Guan Zemin, aged 55, is serving as President of the Company. Mr. Guan started to work in 1990, and he has successively served as Section Manager of Technology Development Section, Technology Development Department, and Deputy Chief Engineer of Wuhan Petrochemical Works, and Director of Catalyzing Workshop, Deputy Director and Director of Production Scheduling Department, and Deputy Chief Engineer of the Wuhan branch of Sinopec Corp. (“Wuhan Branch”). From December 2012 to December 2018, he served as Deputy President of Wuhan Branch. From May 2016 to December 2019, he served as President and Director of Sinopec-SK (Wuhan) Petrochemical Company Limited. From December 2018 to December 2019, he served as the Director and Deputy Party Secretary and President of Wuhan Branch. Mr. Guan graduated from the Fine Chemical Major of School of Chemical Engineering, East China University of Science and Technology with a master’s degree in Engineering in July 1990. He is a senior engineer by professional title.

Huang Xiangyu, aged 52, is serving as the Deputy President of the Company. Mr. Huang started his career in 1990 and joined the Complex in 1992. He served as the Deputy Director of the chemical workshop of Shanghai Jinyang Acrylic Plant, Deputy Director of Jinyang Equipment, Director and Deputy Director of Jinyang Acrylic Equipment of Acrylic Business Unit and Chief Engineer of Acrylic Business Unit. From July 2011 to January 2020, he served as the Director of the Acrylic Fiber Research Institute. From November 2011 to January 2020, he served as the Chief Engineer of the Acrylic Fiber Department. From February 2019 to January 2020, he served as Deputy Chief Engineer of the Company. Mr. Huang graduated from the Organic Chemical Major of School of Chemical Engineering, East China University of Science and Technology with a bachelor’s degree in Engineering in July 1990. He obtained a master’s degree in Engineering from Donghua University in May 2004. He graduated from Polymeric Chemistry and Physics Major of Fudan University with a doctor’s degree in Engineering in June 2013. He is a senior engineer by professional title.

Huang Fei, aged 43, is serving as Deputy President of the Company. Mr. Huang joined Sinopec Shanghai Petrochemical Company Limited in 2000, and he has successively served as Polyolefin Plant Deputy Director of Plastic Business Unit and Manager Assistant and Polyolefin Plant Director of Plastic Department. From August 2012 to June 2014, he served as Deputy Manager of the Plastic Department. From June 2014 to February 2017, he served as Director of Statistical Center and Vice Party Secretary. From February 2017 to December 2018, he served as Manager of Olefin Department and Deputy Party Secretary. From December 2018 to January 2019, he served as President Assistant and the Director of Production Department. From January 2019 to December 2019, Mr. Huang served as President Assistant and Manager of Production Department of Shanghai SECCO Petrochemical Company Limited. Mr. Huang graduated from the Polymer Materials and Engineering Major of East China University of Science and Technology with a bachelor’s degree of Engineering in July 2000. He graduated from Chemical Engineering Major of East China University of Science and Technology with a master’s degree in April 2008. He is a senior engineer by professional title.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(III)

Share options held by the Directors, Supervisors and senior management during the Reporting Period

There were no share options held by the Directors, Supervisors and senior management during the Reporting Period.

 

(IV)

Positions held in the Company’s shareholders during the Reporting Period

 

Name

  

Name of shareholder

  

Position held

   Commencement
of term of
service
   End of term of
service

Lei Dianwu

  

Sinopec Corp.

  

Senior Vice President

   October 2018    May 2021

Mo Zhenglin

  

Sinopec Corp.

  

Deputy Director of the Finance Division Department

   May 2018    May 2021

Zhai Yalin

  

Sinopec Corp.

  

Deputy Director of the Auditing Department

   May 2018    May 2021

Fan Qingyong

  

Sinopec Corp.

  

Deputy Director of the Supervisory Department

   May 2018    May 2021

 

(V)

Positions held in other companies during the Reporting Period

 

Name

  

Name of other company

  

Position held

   Commencement
of term of
service
   End of term of
service

Wu Haijun

  

Shanghai SECCO

  

Director

   October 2017    October 2020

Wu Haijun

  

Shanghai SECCO

  

Chairman

   December 2017    January 2019

Wu Haijun

  

Shanghai chemical industrial zone development co. LTD

  

Chairman

   September 2018    September 2021

Zhou Meiyun

  

Jinshan Associated Trading

  

Chairman

   July 2017    July 2020

Apart from the information set out in the tables above and in section (2) “Profile of Directors, Supervisors and Senior Management”, no Director, Supervisor or senior management of the Company holds any other position at any other company.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(VI)

Remuneration of Directors, Supervisors and senior management during the Reporting Period

 

Procedures for determining the remuneration of Directors, Supervisors and senior management

  

Remuneration for Independent Non-executive Directors are determined in accordance with the Remuneration System for Independent Directors approved at the 2007 Annual General Meeting. Remuneration for Independent Supervisors are determined in accordance with the Remuneration Payment Method for Independent Supervisors approved at the 2016 Annual General Meeting. Remuneration of the other Directors, Employee Representative Supervisors and External Supervisors and senior management are determined in accordance with the Remuneration System for Directors, Supervisors and Senior Management approved at the 2002 Annual General Meeting.

  

For details of the remuneration of the Directors and Supervisors of the Company, please refer to Note 12 and Note 36 to the consolidated financial statements prepared under IFRS.

Basis for determining the remuneration of Directors, Supervisors and senior management

  

The remuneration of Directors, Supervisors and senior management of the Company is determined on the principles of “efficiency, motivation and fairness” and in accordance with the Remuneration System for Directors, Supervisors and Senior Management.

Remuneration paid to Directors, Supervisors and senior management

  

Please refer to item (1) “Changes in shareholdings and remuneration” of this chapter.

Total remuneration received by all Directors, Supervisors and senior management for the Reporting Period

  

RMB9,345,600

The five highest paid individuals

  

Please refer to note 36(i) to the consolidated financial statements prepared under IFRS. The five individuals are the Directors and Supervisors of the Company.

Pension scheme

  

Please refer to Notes 2.25 and 30(f) to the consolidated financial statements prepared under IFRS.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(VII)  Changes in Directors, Supervisors and senior management during the Reporting Period

 

Name

  

Position held

  

Change

  

Reason

Shi Wei    Executive Director & President    Resigned    Age at retirement
Guo Xiaojun    Executive Director, Vice President & Secretary to the Board    Resigned    Change of work arrangements
Zuo Qiang    Supervisor    Resigned    Change of work arrangements
Li Xiaoxia    Supervisor    Resigned    Change of work arrangements
Fan Qingyong    Supervisor    Resigned    Change of work arrangements
Zhang Feng    Supervisor    Elected    —  
Chen Hongjun    Supervisor    Elected    —  

 

(VIII)

Interests and short positions of Directors, chief executives and Supervisors in the shares, underlying shares and debentures of the Company or associated corporations

As at 31 December 2019, the interests and short positions of the Directors, chief executive and Supervisors of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or to be recorded in the register of interests required to be kept under section 352 of the SFO; or as otherwise notified to the Company and the Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions set out in Appendix 10 to the Hong Kong Listing Rules were as follows:

Interests in the shares and underlying shares of the Company:

 

Name

  

Position held

  

Number of
shares held
(Shares)

   Number of
underlying

A shares
share options
held according
to the Share
Option Incentive
Scheme

(Shares)
     Percentage
of the total
issued shares
of the
Company (%)
  

Percentage of the

total issued A shares (%)

Jin Qiang

  

Executive Director and Vice President

  

301,000 A Share (L)

     0.002781      0.00411   

Beneficial owner

Jin Wenmin

  

Executive Director and Vice President

  

175,000 A Share (L)

     0.001617      0.00239   

Beneficial owner

Zhang Feng

  

Supervisor

  

10,000 A Share(L)

     0.000092      0.00014   

Beneficial owner

Chen Hongjun

  

Supervisor

  

31,400 A Share (L)

     0.000290      0.00043   

Beneficial owner

(L): Long position

Save as disclosed above, as at 31 December 2019, so far as was known to the Directors, chief executive and Supervisors of the Company, none of the Directors, chief executive or Supervisors of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations which were required to be disclosed or recorded pursuant to the SFO and the Hong Kong Listing Rules as mentioned above.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(IX)

Changes in Directors’ and Supervisors’ information

Save as disclosed in the 2019 interim report, disclosure of changes in Directors’ and Supervisors’ information pursuant to Rule 13.51B(1) of the Hong Kong Listing Rules during the Reporting Period are set out as below:

 

  (1)

Mr. Wu Haijun, an Executive Director, has been serving as Acting Secretary to the Board of Directors of the Company since December 2019.

 

  (2)

Mr. Zhang Yimin, an Independent Non-executive Director, has been serving as Emeritus Professor of Finance in China Europe International Business School since January 2020.

 

  (3)

Mr. Zhai Yalin, an external Supervisor of the Company, has ceased to serve as Deputy Director of Audit Bureau of Sinopec Group and Deputy Director of Audit Department of Sinopec Corp since December 2019, and has been serving as Supervisor of Sinopec Oilfield Service Corporation (listed on the main board of Hong Kong Stock Exchange, stock code: 1033; listed on Shanghai Stock Exchange, stock code: 600871) since June 2019.

 

  (4)

Mr. Zheng Yunrui, an Independent Supervisor of the Company, has been serving as external Supervisor of Zhejiang Reclaim Construction Group Co., Ltd. (listed on Shenzhen Stock Exchange, stock code: 002586) since December 2019.

 

(X)

Transactions, arrangements or interests of Directors and Supervisors

None of the Directors or Supervisors of the Company had any material interests, either directly or indirectly, in any material contract which was entered into by the Company or any of its subsidiaries and subsisted during the year or at the end of the year.

None of the Directors or Supervisors had any interests in any businesses (other than the Group’s businesses) that competed directly or indirectly with the Group’s business.

None of the Directors or Supervisors of the Company has entered into any service contracts with the Company which are not terminable by the Company within one year without payment of compensation other than statutory compensation.

 

(XI)

Directors’ rights to acquire shares or debentures

During the Reporting Period, the Company did not grant the Directors the rights to acquire shares or debentures.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(XII)

Compliance of Model Code for Securities Transactions

The Company has adopted and implemented the Model Code for Securities Transactions to regulate securities transactions of the Directors and Supervisors. After making specific enquiries with all the Directors and Supervisors, the Company obtained written confirmations from each Director and Supervisor that they have fully complied with the Model Code for Securities Transactions during the Reporting Period.

The Model Code for Securities Transactions is also applicable to the senior management of the Company who are in possession of unpublished price sensitive information of the Company. No incident of non-compliance of the Model Code for Securities Transaction by the senior management was noted by the Company.

 

(XIII)

Management contracts

During the Reporting Period, the Company did not enter into any management and administration contract regarding the whole or any substantial part of its businesses (other than the service contracts with the Directors or any full-time employee of the Company).

 

(XIV)

 Permitted indemnity provision

Appropriate Directors’ liability insurance has been arranged to indemnify the Directors for liabilities arising out of corporate activities. Such liability insurance is currently in force.

 

(XV)

Punishment by securities regulatory authorities in the recent three years

Nil.

 

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Directors, Supervisors, Senior Management and Employees (continued)

 

(XVI)  Employees

 

  1.

Employees of the Group

 

     Number (Person)  

Number of employees of the Company

     8,790  

Number of employees of the subsidiaries

     88  

Total number of employees of the Group

     8,878  

Number of retired workers whose retirement costs are borne by the Group

     18,750  

Professionals

  

Category of professionals

  

Production personnel

     5,430  

Sales staff

     86  

Technical staff

     2,190  

Financial staff

     91  

Administrative staff

     1,081  
  

 

 

 

Total

     8,878  
  

 

 

 

Education level

  

Educational attainment

  

Specialist college graduate and below

     6,265  

Bachelor’s degree

     2,255  

Master’s degree and above

     358  
  

 

 

 

Total

     8,878  
  

 

 

 

 

  2.

Remuneration policy

Remuneration packages of the Company’s staff include salary, share options and allowances. In accordance with the relevant regulations of the PRC, the Company also participates in the social security scheme implemented by the relevant government authorities, and makes contribution for the employees in proportion to their monthly salary. Employees of the Company can also enjoy supplementary medical insurance, enterprise annuity, retirement and other benefits.

During the Reporting Period, the staff remuneration of the Company amounted to RMB3,147,372.16 thousand.

 

  3.

Training programs

According to the Company’s plan of boosting the enterprise through talents, the annual key work requirements and the provisions of “Management Measures for Staff Training of Sinopec Shanghai”, the Company took the “problem-oriented, scientific management, and efficiency improvement” as the main task, through continuously improving the relevance and effectiveness of training, to strengthen the construction of the talent team, promote the development of employees, and help the Company fight a “talent reserve war”. The Company organized staff training at three levels of the Company, all units and dispatched personnel to participate in the headquarters and external institutions, so as to improve the quality of staff.

 

38


Table of Contents

Directors, Supervisors, Senior Management and Employees (continued)

 

  4.

Professional structure chart

 

LOGO

 

  5

Statistics on the education level

 

LOGO

 

  6.

Outsourcing services

The total remuneration paid for outsourcing services of the Company during the Reporting Period was RMB144,239.57 thousand.

 

39


Table of Contents

Corporate Governance

 

(I)

Notes for corporate governance and insider registration management

 

  1.

Corporate governance

In 2019, the Company strictly complied with the regulatory legislation such as Company Law, Securities Law and the Corporate Governance Principles for Listed Companies issued by the CSRC, as well as the relevant provisions and requirements of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the New York Stock Exchange. It continued to improve its corporate governance structure, developed its corporate system, standardized the corporate operations and enhanced its overall corporate image.

Improving governance policies: During the Reporting Period, in accordance with the requirements of the relevant laws and regulations of the places where the Company’s shares are listed, the Company formulated the Nomination Policy for Directors, which was reviewed and approved at the 15th meeting of the Ninth Session of the Board. The Company also amended and improved the Company’s “Internal Control Manual” (2019 Edition).

Accomplishing appropriately specific corporate governance activities for listed companies: During the Reporting Period, the Company was committed to ensuring the compliance of relevant regulatory rules regarding corporate governance and continued to consolidate its achievements in specific areas of corporate governance. None of the Company, its Directors, Supervisors, senior management, shareholders and de facto controllers of the Company has been investigated by the CSRC, or punished or publicly criticized by the CSRC, the Securities and Futures Commission of Hong Kong or the U.S. Securities and Exchange Commission, or publicly censured by the Shanghai Stock Exchange, the Hong Kong Stock Exchange or the New York Stock Exchange.

Through continuous conduction of specific corporate governance activities and improvements of its governance system, the Company further enhanced its corporate governance level. The Company’s internal system also became more robust and standardized. Under the guidance of the relevant regulatory authorities, the Company will operate in strict compliance with the relevant laws and regulations and will further strengthen the establishment of standardized and institutionalized corporate governance so as to ensure the lawful, robust and sustainable development of the Company.

 

  2

Registration and management of insiders

In order to administer the registration and management of persons with access to the Company’s inside information, strengthen confidentiality of inside information and safeguard fairness of information disclosure, during the Reporting Period, the Company enhanced the confidentiality of inside information and the registration, management and reporting of the persons with access to the Company’s inside information according to “System for the Registration and Management of Inside Information”, so as to prevent the Company from suffering unusual stock price fluctuations due to leakage of inside information and the resulting legal risks, and further standardize the Company’s operation.

 

40


Table of Contents

Corporate Governance (continued)

 

(II)

Brief introduction of general meeting

 

Session of the
meeting         

 

Convening date

  

Title of the motions

  Status of the
resolutions
   

Designated websites for
publication of
resolutions

  Date of
publication
of resolutions
 

The Company’s 2018 annual general meeting

  20 June 2019   

1. 2018 Work Report of the Board of the Company

2. 2018 Work Report of the Supervisory Committee of the Company

3. 2018 Audited Financial Statements of the Company

4. 2018 Profit Distribution Plan of the Company

5. 2019 Financial Budget Report of the Company

6. The re- appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the domestic and international auditors, respectively, of the Company for the year 2019 and authorization to the Board to fix their remunerations

    Passed     Websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company     20 June 2019  

The first extraordinary general meeting for 2019 of the Company

  10 December 2019   

1. To consider and approve the Mutual Product Supply and Sales Services Framework Agreement (2020- 2022) and the continuing connected transactions contemplated thereunder, and the annual caps for each of the three years ending 31 December 2020, 2021 and 2022. To approve and confirm generally and unconditionally that all directors of the Company have been authorized to do things and act necessary or desirable to implement and give effect to any of the matters relating to, or incidental to, the Mutual Product Supply and Sales Services Framework Agreement (2020-2022), and to make changes thereto which may in his or her opinion be necessary or desirable.

2. To consider and approve the Comprehensive Services Framework Agreement (2020-2022) and the continuing connected transactions contemplated thereunder, including the annual caps for the three years ended 31 December 2020, 2021 and 2022. To approve and confirm generally and unconditionally that all directors of the Company have been authorized to do things and act necessary or desirable to implement and give effect to any of the matters relating to, or incidental to, the Comprehensive Services Framework Agreement (2020-2022), and to make changes thereto which may in his or her opinion be necessary or desirable.

    Passed     Websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company     10 December 2019  

 

41


Table of Contents

Corporate Governance (continued)

 

(III)

Performance of duties by the directors

 

  1.

Directors’ attendance at the Board meetings and general meetings

 

            Participation in the Board Meeting      Participation
in General
Meetings
 

Name of Director

   Independent
Director or not
     Attendance
at the Board
meetings
during the
year
(number of
times)
     Attendance
in person
(number of
times)
     Attendance by
correspondence
(number of
times)
     Attendance
by proxy
(number of
times)
     Absence
(number of
times)
     Failure to
attend the
meeting in
person for two
consecutive
times or not
     Attendance at
general
meetings
(number of
times)
 

Wu Haijun

     No        5        5        3        0        0        No        2  

Shi Wei

     No        4        4        2        0        0        No        2  

Jin Qiang

     No        5        4        3        1        0        No        2  

Guo Xiaojun

     No        4        4        2        0        0        No        2  

Zhou Meiyun

     No        5        5        3        0        0        No        2  

Jin Wenmin

     No        5        5        3        0        0        No        2  

Lei Dianwu

     No        5        3        3        2        0        No        0  

Mo Zhenglin

     No        5        4        3        1        0        No        1  

Zhang Yimin

     Yes        5        5        3        0        0        No        1  

Liu Yunhong

     Yes        5        5        4        0        0        No        1  

Du Weifeng

     Yes        5        5        3        0        0        No        2  

Li Yuanqin

     Yes        5        5        3        0        0        No        2  

 

Number of Board meetings held during the year

     5  

including:

 

number of meetings held on site

     1  
 

number of meetings held by correspondence

     3  
 

number of meetings held on site and by correspondence concurrently

     1  

 

  2.

Disagreements of the Independent Non-executive Directors on relevant issues of the Company

During the Reporting Period, none of the Independent Non-executive Directors of the Company raised any disagreements on any Board resolutions or other issues of the Company.

 

42


Table of Contents

Corporate Governance (continued)

 

(IV)

Major comments and recommendations put forward by the specific Board committees under the Board while discharging their duties during the Reporting Period

On 18 March 2019, the Audit Committee reviewed together with the management the accounting principles and standards adopted by the Company and discussed matters regarding audit, risk management, internal control and financial reporting, including the review of the financial statements for the year ended 31 December 2018.

On 18 March 2019, the Remuneration and Appraisal Committee reviewed the remuneration of Directors, Supervisors and senior management set out in the Company’s annual report for the year ended 31 December 2018.

On 18 March 2019, the Nomination Committee has reviewed the structure, number and composition of the Board for the year ended 31 December 2018 and reviewed the Company’s Nomination Policy for Directors.

 

(V)

Information on Supervisory Committee’s identification of risks in the Company

The Company’s Supervisory Committee had no disagreements to the matters under their supervision during the Reporting Period.

 

(VI)

Information on whether the Company fails to guarantee independence from its controlling shareholder or maintain autonomous operational ability in respect of business, personnel, assets, organization and finances, etc.

The Company is independent of the controlling shareholder with regard to its business, personnel, assets, organizations and finances. The Company has full ability to conduct its business independently and has the ability to operate autonomously.

 

(VII)

Evaluation mechanism for senior management as well as the establishment and implementation of incentive mechanism during the Reporting Period

The Remuneration System for the senior management was considered and approved at the 2002 annual general meeting of the Company on 18 June 2003. In 2019, the Company continued to implement this system as the basis of appraising and rewarding the Company’s senior management.

 

43


Table of Contents

Internal Control

 

(I)

Statement of responsibility for internal control and the establishment of the internal control system

 

1.

Statement of responsibility for internal control

The Board of the Company is responsible for establishing and maintaining a comprehensive internal control system pertinent to financial reporting.

The objectives of internal control pertinent to financial reporting are to ensure that the financial information reported is true, complete and reliable and to prevent the risk of material misstatements. However, due to inherent limitations of the internal control, the Company can only provide reasonable level of assurance for the achievement of the objectives mentioned above.

The Board has evaluated the internal controls pertinent to financial reporting in accordance with the requirements under the Basic Standards for Enterprise Internal Control, and is of the view that such internal control was effective in the year 2019.

 

2.

Establishment of internal control system

 

Overall plan of internal control establishment    Since 2004, the Company has established and implemented a comprehensive internal control system which covers aspects such as production, operations, finance, investment, human resources and information disclosure, and amends the Internal Control Manual annually in accordance with domestic and overseas regulatory requirements, risk prevention needs and recommendations by external auditors on internal control review.
   The Company’s internal control system has been established primarily for the following basic objectives: (a) to standardize the enterprise’s business operation, prevent operational and managerial risks, ensure that financial statements and relevant information are truthful and complete, improve operational efficiency and effectiveness, and facilitate the achievement of the Company’s development strategy; (b) to plug loopholes and eliminate potential hazards so as to prevent, detect and correct mistakes and fraudulent acts in a timely manner, thereby ensuring that the Company’s assets are secure and integral; and (c) to ensure that the relevant state laws and regulations, the Articles of Association and internal rules and regulations are thoroughly enforced so as to fulfill the regulatory requirements for listed companies in both domestic and overseas capital markets.

 

44


Table of Contents

Internal Control (continued)

 

(I)

Statement of responsibility for internal control and the establishment of the internal control system (Continued)

 

Work plan on establishing and improving the internal control system and implementation thereof    The Internal Control Manual (2019 Edition) comprises 22 categories, 55 operation process and sets out 1,539 control points and 215 authorization control indicators. The scope of control covers the major areas of the Company’s production, operations and development, as well as the key procedures of relevant business such as financial management, accounting and auditing, procurement of resources, product sales, capital expenditures, human resources and information management. The scope of control also includes reviewing the sufficiency of the Company’s resources of accounting, financial management and reporting functions as well as employee qualifications and experience and the adequacy of the training courses attended by the employees and the relevant budget.
   In 2019, the Company conscientiously enforced the Internal Control Manual approved by the Board, and conducted self-assessment, walk-through test on procedures and integrated inspection on internal control in accordance with the relevant rules and regulations. PricewaterhouseCoopers Zhong Tian LLP, external auditor of the Company also reviewed the status of the Company’s internal control. The management of the Company considers that the internal control of the Company was effective during the Reporting Period.

 

45


Table of Contents

Internal Control (continued)

 

(I)

Statement of responsibility for internal control and the establishment of the internal control system (Continued)

 

Establishment of the department inspecting and supervising internal control    The Company has established an internal control task force, with the Chairman, the President and the Chief Financial Officer as its chief and deputy chief, respectively. As the leading organ of the Company’s overall internal control system, the guidance group is mainly responsible for approving interim amendments to the Internal Control Manual during the year, considering updates to the Internal Control Manual, reviewing the annual self-assessment report on internal control, handling and rectifying issues identified during an internal control inspection and reporting major issues to the Board for consideration and approval.
  

An internal control office was established under the internal control task force as the department in charge of internal control inspection and supervision. This office is responsible for directing or organizing daily inspections and evaluation, organizing annual comprehensive inspections and evaluation of the Company, organizing specific inspections and evaluation as needed, supervising and rectifying, drafting assessment proposals and reporting them to the internal control task force, and submitting regular reports on internal control inspection and supervision to the Audit Committee of the Board.

 

The Company has established an internal control supervisor working network consisting of 38 members. These internal control supervisors, representing their respective departments, and administrative heads of second-tier units, conduct internal control work and activities within their respective supervisory scope and functionally report to the internal control office of the Company.

The Board’s work arrangements for internal control   

Control reports on the establishment of the internal control system of the Company and the findings of the implementation and inspection of the internal control on a regular basis. The Board also considers and publishes a self-assessment report on the internal control of the Company on an annual basis, and considers and approves the revised Internal Control Manual of the Company annually.

 

PricewaterhouseCoopers, the Company’s external auditor, issued an auditor’s report on internal control over financial reporting according to the “Sarbanes-Oxley Act”. PricewaterhouseCoopers Zhong Tian LLP, the Company’s external auditor, issued an auditor’s report on internal control over financial reporting according to “Audit Guidelines for Enterprise Internal Control” in 2019.

 

46


Table of Contents

Internal Control (continued)

 

(I)

Statement of responsibility for internal control and the establishment of the internal control system (continued)

 

Improvements in the internal control system in relation to financial audit    The Company took the lead for the assessment of the rules and regulations and fully assessed the compliance and effectiveness of each system. A total of 63 amendments were made, 52 systems were amended and 11 systems were added.
Deficiencies in internal control and the relevant rectification    The Company conducted a self-assessment on its internal control work in 2019. The results of the assessment are: no material deficiencies were detected in the design or implementation of the internal control of the Company from 1 January 2019 to 31 December 2019.

 

(II)

Disclosure of the self-assessment report on internal control

The Company has disclosed the self-assessment report of the Board on the Company’s internal control.

 

(III)

Auditor’s report on internal control

The Auditor’s report on internal control is disclosed or not: Disclosed

The Company has engaged PricewaterhouseCoopers Zhong Tian LLP to conduct an audit on the effectiveness of the internal control over financial reporting of the Company for the year ended 31 December 2019 pursuant to the requirements of the Audit Guidelines for Enterprise Internal Control and an auditor’s report on internal control has been issued.

 

(IV)

The Company’s establishment of an accountability system for major errors in the disclosure of information in annual reports

The Company’s Information Disclosure Management System (2017 Revised Version) sets out specific regulations for the accountability of major errors in the disclosure of information in its annual reports. During the Reporting Period, there were no major errors in the disclosure of information in the Company’s annual report, which required amendments to major accounting errors, supplements to material omission of information or amendments to results forecasts.

 

47


Table of Contents

Corporate Governance Report

(under the Hong Kong Listing Rules)

The Company is committed to operating in compliance with corporate governance standards by implementing stringent corporate governance measures and enhancing accountability and transparency to deliver higher returns to shareholders. It is the Board’s belief that maintaining a good corporate governance system and a world-class governance model are essential in providing a framework for the Company to safeguard the interests of shareholders, enhance corporate value, formulate its business strategies and policies and to develop the Company into a competitive international petrochemical enterprise.

 

(1)

Corporate Governance Practices

During the Reporting Period, the Company applied all applicable code provisions set out in the Corporate Governance Code contained in Appendix 14 to the Hong Kong Listing Rules.

The Directors are of the opinion that, during the Reporting Period, the Company complied with all applicable code provisions set out in the Corporate Governance Code.

The Directors are of the opinion that, during the Reporting Period, the Company complied with all applicable code provisions set out in the Environmental, Social and Governance Reporting Guide contained in Appendix 27 to the Hong Kong Listing Rules. Please refer to the 2019 Corporate Social Responsibility Report of the Company for more details.

 

(2)

Securities Transactions by Directors and Supervisors

The Company has adopted the Model Code for Securities Transactions as set out in Appendix 10 to the Hong Kong Listing Rules.

Specific enquiry has been made with all the Directors and Supervisors and the Directors and Supervisors have confirmed that they have fully complied with the Model Code for Securities Transactions throughout the Reporting Period.

The Model Code for Securities Transactions is also applicable to the senior management of the Company who are in possession of unpublished price sensitive information of the Company. No incident of non-compliance of the Model Code for Securities Transactions by the senior management was discovered by the Company.

 

48


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

(3)

Board of Directors

 

1.

Composition of the Board

The Board currently consists of 10 Directors, including 4 Executive Directors, 2 Non-executive Directors and 4 Independent Non-executive Directors, among whom there is one Chairman and three Vice Presidents. Details of the current Board composition are as follows:

Executive Directors:

Wu Haijun, Chairman, Chairman of the Strategy Committee and member of the Nomination Committee

Jin Qiang, Vice President

Jin Wenmin, Vice President

Zhou Meiyun, Vice President, Chief Financial Officer, member of the Remuneration and Appraisal Committee and the Strategy Committee

Non-executive Directors:

Lei Dianwu, member of the Strategy Committee

Mo Zhenglin, member of the Strategy Committee

Independent Non-executive Directors:

Zhang Yimin, Chairmen of the Remuneration and Appraisal Committee and the Nomination Committee

Liu Yunhong, member of the Audit Committee

Du Weifeng, member of the Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee

Li Yuanqin, Chairman of the Audit Committee and member of the Strategy Committee

During the Reporting Period, Mr. Shi Wei and Mr. Guo Xiaojun resigned as Executive Director on 19 December 2019.

The biographical information of the Directors are set out in the section headed “Directors, Supervisors, Senior Management and Employees” on pages 23 to 39 of this annual report. The Directors (including the Chairman and the President (equivalent to the chief executive officer) have no financial, business, family or other material relationship with each other.

 

49


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

2.

Attendance Records of the Directors

The Board meets at least once per quarter. In 2019, the Board held five meetings. Most of the Directors entitled to attend the meetings had actively attended the five meetings held this year in person or by alternates. Before each Board meeting, the joint company secretary would consult each Director on matters to be tabled at the Board meeting. Any matters raised by the Directors would be included in the agenda of the Board meeting. During the Reporting Period, notices and draft agenda of Board meetings were sent to all Directors at least 14 days before the date of the meeting.

To facilitate the Directors in performing their duties effectively and obtaining relevant information to make informed decisions, the agenda of all meetings of the Board or Board committees, together with all relevant documents, are sent to each Board member at least five days before the date of the relevant meetings. The Directors may hold formal or informal meetings with the senior management before any Board meeting. The Directors and members of the Board committees have access to the papers and minutes of meetings of the Board or the Board committees.

 

50


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

The attendance records of each director at the Board meetings and the general meetings of the Company held during the Reporting Period are set out in the table below:

 

                   Annual      Extraordinary  
     Board Meeting      General Meeting      General Meeting  
     Attendance in
Person/Number of
    

Attendance by

proxy/Number of

     Attendance/
Number
     Attendance/
Number
 

Name of Director

   Meetings      Meetings      of Meetings      of Meetings  

Executive Directors:

           

Wu Haijun

     5/5        —          1/1        1/1  

Shi Wei(1)

     4/4        —          1/1        1/1  

Jin Qiang

     4/5        1/5        1/1        1/1  

Guo Xiaojun(2)

     4/4        —          1/1        1/1  

Jin Wenmin

     5/5        —          1/1        1/1  

Zhou Meiyun

     5/5        —          1/1        1/1  

Non-executive Directors:

           

Lei Dianwu

     3/5        2/5        0/1        0/1  

Mo Zhenglin

     4/5        1/5        0/1        1/1  

Independent Non-executive Directors:

           

Zhang Yimin

     5/5        —          0/1        1/1  

Liu Yunhong

     5/5        —          0/1        1/1  

Du Weifeng

     5/5        —          1/1        1/1  

Li Yuanqin

     5/5        —          1/1        1/1  

 

(1)

Mr. Shi Wei resigned as Executive Director on 19 December 2019.

(2)

Mr. Guo Xiaojun resigned as Executive Director on 19 December 2019.

Apart from the abovementioned Board meetings, the Chairman also held 1 meeting with the Independent Non-executive Directors during the Reporting Period to discuss the Board’s annual work plan and the implementation of such plans and to review the state of the Company’s productions and operations and its development prospects.

 

51


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

 

3.

Chairman and President (equivalent to Chief Executive Officer)

The duties and responsibilities of the Chairman and the President are separated and the scope of their respective duties and responsibilities is set out in the Articles of Association.

The Chairman of the Company is responsible for providing to all Directors all information concerning the performance of Board duties. He is also committed to improving the quality of the information and timeliness of the delivery of information to the Directors. The Chairman of the Company plays an important role in promoting good corporate governance within the Company. He is to lead the Board, encourage the Directors to carry out their duties in good faith with mutual support and close cooperation, and make an active contribution to the production, operations, reform and development of the Company. The President is accountable to the Board. With the authorization of the Board, the President shall have the power to fully manage the Company’s business, deal with all internal and external affairs of the Company including presiding over the management of the Company’s production and operations, developing basic rules and regulations of the Company, organizing and implementing the annual business plan and investment proposals of the Company, etc.

Code provision A.2.1 of the Corporate Governance Code stipulates that the roles of chairman and chief executive should be separate and should not be performed by the same individual.

During the Reporting Period, the positions of the Chairman and the President were held by Mr. Wu Haijun and Mr. Shi Wei respectively. Mr. Shi Wei resigned as the President on 19 December 2019 and Mr. Guan Zemin was appointed as the President on 3 February 2020.

 

4.

Independent Non-executive Directors

During the Reporting Period, the Board at all times has four Independent Non-executive Directors representing one-third of the Board, meeting the requirements of the Hong Kong Listing Rules relating to the appointment of at least three Independent Non-executive Directors representing at least one-third of the Board with one of whom possessing appropriate professional qualifications, or accounting or related financial management expertise.

The Independent Non-executive Directors possess extensive experience as well as academic and professional qualifications in various areas that include management, accounting and finance thereby ensuring the Board’s ability to protect the interests of the Company’s shareholders as a whole. During the Reporting Period, the Independent Non-executive Directors contributed significantly in improving the Company’s corporate governance structure and protecting the interests of the Company’s minority shareholders.

The Company has received written annual confirmation from each of the Independent Non-executive Directors in respect of his independence in accordance with the independence guidelines set out in Rule 3.13 of the Hong Kong Listing Rules. The Company considers all Independent Non-executive Directors independent.

 

52


Table of Contents
Corporate 

Governance Report (continued)

(under the Hong Kong Listing Rules)

 

 

5.

Appointment and Re-election of Directors

All Directors (including Non-executive Directors and Independent Non-executive Directors) are appointed for a specific term. According to the Articles of Association, Directors shall be elected by shareholders at a general meeting for a term of three years, and shall be eligible for re-election upon expiry of their term of office. However, the term of an Independent Non-executive Director may not exceed a total of six years.

 

6.

Responsibilities of the Directors

The Board is primarily responsible for formulating and supervising the strategic development of the Company, setting the objectives, strategies, policies and business plans of the Company, reviewing and monitoring the Company’s operations and financial performance directly and indirectly through its committees, as well as devising the appropriate risk management and internal control policies and systems, thereby ensuring the achievement of the Company’s strategic objectives.

All Directors, including Non-executive Directors and Independent Non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. The functions of the Non-executive Directors include participating in Board meetings to provide independent opinions, taking a lead at Board meetings where potential conflict of interests arises, serving as members of the Board committees when invited, scrutinizing the Company’s performance and providing a balance in the Board for bringing effective independent judgement on corporate actions and operations.

All Directors have full and timely access to all the information of the Company and may, upon request, seek independent professional advice in appropriate circumstances, at the Company’s expenses for discharging their duties to the Company. When the Directors are required to give opinions on matters such as external guarantees, financing and connected transactions, the Company will appoint relevant independent professionals such as auditors, financial advisers and lawyers to provide independent opinions to help the Directors discharging their duties.

The Board reserves the power to make decisions relating to all major matters including policy matters, strategies and budgets, internal control and risk management, material transactions (in particular those that may involve conflict of interests), financial information, appointment of directors and other significant operational matters of the Company. Responsibilities relating to implementing decisions of the Board, directing and co-ordinating the daily operation and management of the Company are delegated to the management.

The Rules of Procedures for the Board, an appendix to the Articles of Association, contains detailed provisions on the terms of reference, authorization, meeting policies and rules of discussion of the Board. The Company has also developed the Work Rules for the President which contains detailed provisions on the duties and responsibilities as well as the rules of procedure for the management.

 

53


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

The Directors shall disclose to the Company details of other offices held by them and the Board regularly reviews the contribution required from each Director to perform his responsibilities to the Company.

The Company has purchased Directors’ and officers’ liabilities insurance in respect of any possible legal action against its Directors and officers arising out of corporate activities.

 

7.

Continuous Professional Development of Directors & Company Secretary

Directors shall keep abreast of regulatory developments and changes in order to effectively perform their responsibilities and to ensure that their contribution to the Board remains informed and relevant.

To ensure that the Directors adequately understand the operations and businesses of the Company, every newly-appointed Director will receive a comprehensive set of introductory materials after his/her appointment which includes an introduction to the Group’s business, the duties and responsibilities of a Director and other legal requirements. Relevant on-going professional training sessions will also be organized for newly-appointed Directors to help them fully understand the duties that a Director should fulfill as stipulated in the relevant requirements of the laws and regulations, including the Hong Kong Listing Rules, and to enable them to have a timely and comprehensive understanding of the operations of the Company.

In addition, all Non-executive Directors will receive updated information from the management regularly, including strategic plans, business reports and analyses on economic activities etc. with a view to assist them to perform their duties effectively.

All Directors should participate in continuous professional development to upgrade their expertise and skills and to refresh their knowledge to ensure that they perform their duties better in contributing to the Board. Each of the Directors has provided to the Company records of their participation in the relevant training in 2019. The Company has also committed to organizing training programs for its Directors. Internally-facilitated briefings for Directors would be arranged and reading material on relevant topics would be provided to Directors where appropriate.

During the Reporting Period, Mr. Zhou Meiyun participated in the 49th Affiliated Persons Enhanced Continuing Professional Development Seminar organized by the Hong Kong Institute of Chartered Secretaries. Mr. Jin Qiang and Mr. Jin Wenmin participated in the second session of training course in 2019 for directors and supervisors of listed companies in Shanghai. Ms. Li Yuanqin participated in follow-up training of the independent directors of the listed companies in the second session of training courses in 2019. Mr. Zheng Yunrui participated in the third session of the training courses for directors and supervisors of listed companies in Shanghai in 2019.

During the Reporting Period, Ms. Chan Sze Ting, company secretary of the Company, has received no less than 15 hours of relevant professional training.

 

54


Table of Contents

Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

(4)

Board Committees

The Board has established four committees, namely, the Audit Committee, the Remuneration and Appraisal Committee, the Nomination Committee and the Strategy Committee, for overseeing particular aspects of the Company’s affairs. All Board committees stipulate their terms of reference. The Rules of Procedures of the Board committees are posted on the websites of the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the Company and are available to shareholders upon request. The Board committees submit minutes, resolutions and reports to the Board subsequent to their meetings in respect of the progress of work and results of discussion.

 

1.

The Remuneration and Appraisal Committee

 

  (i)

Role and Functions of the Remuneration and Appraisal Committee

The principal duties of the Remuneration and Appraisal Committee are to formulate and review the remuneration policies and proposals for the Directors and senior management of the Company, to set performance appraisal standards and conduct performance appraisals of the Directors and senior management of the Company, and to establish transparent procedures for developing such remuneration policy and structure to ensure that no Director or any of his directly interested parties is involved in deciding his own remuneration.

The committee may seek advice from independent professionals if required in accordance with the applicable procedures at the expense of the Company.

 

  (ii)

Members of the Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee of the Board comprises one Executive Director and two Independent Non-executive Directors.

Members of the Remuneration and Appraisal Committee during the Reporting Period are as follows:

 

Chairman:   Zhang Yimin, Independent Non-executive Director
Members:   Du Weifeng, Independent Non-executive Director
  Zhou Meiyun, Executive Director

 

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  (iii)

Meetings of the Remuneration and Appraisal Committee

The Remuneration and Appraisal Committee convenes at least one meeting each year. In 2019, the Remuneration and Appraisal Committee held one meeting with a record of attendance as follows:

 

Name of Director

   Attendance in
Person/Number of Meetings
     Attendance by
Alternate/Number of Meetings
 

Zhang Yimin

     1/1        —    

Du Weifeng

     1/1        —    

Zhou Meiyun

     1/1        —    

 

  (iv)

Procedures and Basis for the Determination of Remuneration of Directors, Supervisors and Senior Management

The remuneration of Independent Non-executive Directors is determined in accordance with the “Remuneration System for Independent Directors” amended at the 2007 annual general meeting held in June 2008. The remuneration of other Directors, Staff Supervisors, External Supervisors and senior management is determined according to the “Remuneration System for Directors, Supervisors and Senior Management” passed at the 2002 annual general meeting held in June 2003. The remuneration of Independent Supervisors is determined in accordance with the “Remuneration Payment Method for Independent Supervisors” approved at the 2016 annual general meeting held in June 2017.

The Remuneration and Appraisal Committee reviews the implementation of the remuneration evaluation every year. It also appraises the annual performance of the Directors and senior management of the Company, and makes recommendations to the Board on their remuneration according to the results of the appraisal.

 

  (v)

The Work of the Remuneration and Appraisal Committee during the Reporting Period

During the Report Period, the Remuneration and Appraisal Committee reviewed the remuneration policy of the Directors and conducted annual appraisals with the Directors and the senior management. The committee also reviewed the remuneration structure of the Directors, Supervisors and senior management.

 

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2.

The Audit Committee

 

  (i)

Role and Functions of the Audit Committee

The Audit Committee is principally responsible for advising the Board on the appointment, dismissal, remuneration and terms of engagement of external auditors, reviewing the effectiveness of the Company’s internal audit function, supervising the internal audit system and its implementation, reviewing the financial information of the Company and its disclosure including verifying the completeness of financial statements, annual reports and interim reports of the Company, reviewing the major opinions stated in the financial statements and reports of the Company, reviewing the financial control, internal control and risk management systems of the Company, reviewing arrangements to enable employees of the Company to raise concerns about possible improprieties in financial reporting, internal control or other matters of the Company and examining connected transactions of the Company.

The establishment of the Audit Committee reflects the Company’s determination to improve the transparency of its financial reporting system and its financial arrangements. The Company pays close attention to the minutes and reports prepared by the Audit Committee. The committee may seek advice from independent professionals in accordance with the applicable procedures at the expense of the Company.

 

  (ii)

Members of the Audit Committee

The Audit Committee of the Board comprises three Independent Non-executive Directors.

Members of the Audit Committee during the Reporting Period are as follows:

 

Chairman:   Li Yuanqin, Independent Non-executive Director
Members:   Liu Yunhong, Independent Non-executive Director
  Du Weifeng, Independent Non-executive Director

 

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  (iii)

Meetings of the Audit Committee

The Audit Committee should convene at least two meetings each year. In 2019, the Audit Committee held two meetings without the presence of the Executive Directors with a record of attendance as follows:

 

     Attendance in      Attendance by  

Name of Director

   Person/Number of Meetings      Alternate/Number of Meetings  

Liu Yunhong

     2/2        —    

Du Weifeng

     2/2        —    

Li Yuanqin

     2/2        —    

 

  (iv)

The Work of the Audit Committee during the Reporting Period

During the Reporting Period, the Audit Committee reviewed the accounting principles and standards adopted by the Company, the interim and annual financial results and reports and significant issues on the financial reporting, operational and compliance controls, the effectiveness of the risk management and internal control systems, appointment of external auditors and relevant scope of works, and continuing connected transactions of the Company.

 

3.

The Nomination Committee

 

  (i)

Role and Functions of the Nomination Committee

The Nomination Committee is accountable to the Board, and is mainly responsible for reviewing the Board composition, making recommendations to the Board on the procedures and criteria for the selection and appointment of Directors and senior management of the Company and on their qualifications to hold office, and assessing the independence of Independent Non-executive Directors.

In assessing the Board composition, the Nomination Committee would take into account various aspects as well as factors concerning Board diversity as set out in the Company’s Board Diversity Policy, including but not limited to gender, age, cultural and educational background, professional qualifications, experience, skills, knowledge, length of service, etc. The Nomination Committee would discuss and agree on measurable objectives for achieving diversity on the Board, where necessary, and recommend them to the Board for adoption.

In identifying and selecting suitable candidates for directorships, the Nomination Committee would consider the candidate’s relevant criteria as set out in the Nomination Policy such as character, qualifications, experience, independence and other relevant criteria necessary to complement the corporate strategy and achieve Board diversity, where appropriate, before making recommendation to the Board.

 

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The Company provides adequate resources to the Nomination Committee for the performance of its duties. The committee may seek independent professional advice during the performance of its duties at the Company’s expense.

 

  (ii)

Members of the Nomination Committee

The Nomination Committee of the Board comprised one Executive Director and two Independent Non-executive Directors.

Members of the Nomination Committee during the Reporting Period are as follows:

 

Chairman:   Zhang Yimin, Independent Non-executive Director
Members:   Du Weifeng, Independent Non-executive Director
  Wu Haijun, Executive Director

 

  (iii)

Meetings of the Nomination Committee

The Nomination Committee should convene at least one meeting each year. In 2019, the Nomination Committee held one meeting during the Reporting Period. The attendance record of the meetings of the Nomination Committee is set out in the table below:

 

     Attendance in      Attendance by  

Name of Director

   Person/Number of Meetings      Alternate/Number of Meetings  

Zhang Yimin

     1/1        —    

Du Weifeng

     1/1        —    

Wu Haijun

     0/1        1/1  

 

  (iv)

The Work of the Nomination Committee during the Reporting Period

During the Reporting Period, the Nomination Committee reviewed the structure and number of members and composition of the Board, and reviewed, and approved the Company’s Nomination Policy for Directors. The Nomination Committee also assessed the independence of the Independent Non-executive Directors.

 

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The Nomination Committee also reviewed the composition of the Board from a diversity perspective. At present, the Board has a total of ten Directors, including four Executive Directors, two Non-executive Directors, and four Independent Non-executive Directors. The four Executive Directors worked in state-owned enterprises before serving as Chairman, President, Vice President, Chief Financial Officer and other important positions with extensive experience in enterprise management. The two Non-executive Directors were professor-grade senior engineer in organic chemistry and senior accountant by professional title, with extensive experience in enterprise management, finance, finance and investment development management. Moreover, they have a deep understanding of the chemical industry. The four Independent Non-executive Directors were professor in finance, legal researcher, lawyer, and scholar in accounting and management. They have extensive professional experience. The Board has one female Director who provides professional advice for the Company in different areas. The diversified composition of the Board provides the Board with professional opinions from multiple perspectives to ensure that the Board effectively performs its duties, promotes the Company’s corporate performance, and maintains sustainable development. The Nomination Committee believes that the Board has sufficient diversification in terms of age, cultural and educational background, professional experience, skills, and knowledge. The Nomination Committee will pay particular attention to other aspects such as gender and ethnicity when selecting Directors, so as to achieve diversity of the Board. For details of gender, age and service term of the members of the Board, please refer to Chapter V “Directors, Supervisors, Senior Management and Employees”.

 

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  (v)

Board Diversity Policy

The Company has adopted a Board Diversity Policy which sets out the approach to achieve diversity of the Board. The Company recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level as an essential element in maintaining the Company’s competitive advantage.

Pursuant to the Board Diversity Policy, with a view to achieving a sustainable and balanced development, the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In designing the Board’s composition, Board diversity has been considered from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, according to the Company’s specific needs and business model, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. Selection of candidates will be based on a range of diversity perspectives, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. The ultimate decision will be based on merit and contribution that the selected candidates will bring to the Board. The Board’s composition (including gender, ethnicity, age, length of service) will be disclosed in the Corporate Governance Report annually.

The Nomination Committee will report on the composition of the Board on its diversity in the Corporate Governance Report annually, and monitor the implementation of the Board Diversity Policy.

 

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  (vi)

Nomination Policy

The Board has delegated its responsibilities and authority for selection and appointment of Directors to the Nomination Committee of the Company.

The Company has adopted the Nomination Policy which sets out the selection criteria and process and the Board succession planning considerations in relation to nomination and appointment of Directors of the Company and aims to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company and the continuity of the Board and appropriate leadership at Board level.

The Nomination Policy sets out the factors for assessing the suitability and the potential contribution to the Board of a proposed candidate, including the following:

 

   

Character and integrity;

 

   

Qualifications including professional qualifications, skills, knowledge, experience and diversity aspects under the Board Diversity Policy that are relevant to the Company’s business and corporate strategy;

 

   

Any measurable objectives adopted for achieving diversity on the Board;

 

   

Requirement for the Board to have independent non-executive directors in accordance with the Hong Kong Listing Rules and whether the candidate would be considered independent with reference to the independence guidelines set out in the Hong Kong Listing Rules;

 

   

Any potential contributions the candidate can bring to the Board in terms of qualifications, skills, experience, independence and gender diversity;

 

   

Willingness and ability to devote adequate time to discharge duties as a member of the Board and/or Board committee(s) of the Company;

 

   

Such other perspectives that are appropriate to the Company’s business and succession plan and where applicable, may be adopted and/or amended by the Board and/or the Nomination Committee from time to time for nomination of directors and succession planning;

 

   

Other conditions asset out in the Company’s articles of association (if any).

The Nomination Policy also sets out the procedures for the selection and appointment of new Directors and re-election of Directors at general meetings. During the Reporting Period and up to the date of this Annual Report, there were changes in the composition of the Board and details of the changes are set out in the section headed “Composition of the Board” of this Corporate Governance Report.

 

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The Nomination Committee will review the Nomination Policy, as appropriate, to ensure its effectiveness.

 

4.

The Strategy Committee

 

  (i)

Role and Functions of the Strategy Committee

The major duties of the Strategy Committee are to conduct researches and give recommendations to the Board on major investment decisions, projects and major issues that affect the Company’s development, and to monitor the Company’s long-term development strategic plan.

 

  (ii)

Members of the Strategy Committee

The Strategy Committee comprises two Executive Directors, two Non-executive Directors and one Independent Non-executive Director.

 

Chairman:   Wu Haijun, Executive Director
Members:   Zhou Meiyun, Executive Director
  Lei Dianwu, Non-executive Director
  Mo Zhenglin, Non-executive Director
  Li Yuanqin, Independent Non-executive Director

 

  (iii)

Meetings of the Strategy Committee

In 2019, the Strategy Committee held one meeting during the Reporting Period. The attendance record of the meeting of the Strategy Committee is set out in the table below:

 

Name of Director

   Attendance in
Person/Number of Meetings
     Attendance by
Alternate/Number of Meetings
 

Wu Haijun

     1/1        —    

Shi Wei(1)

     1/1        —    

Guo Xiaojun(2)

     1/1        —    

Zhou Meiyun

     1/1        —    

Lei Dianwu

     0/1        —    

Mo Zhenglin

     1/1        —    

Li Yuanqin

     1/1        —    

 

(1)

Mr. Shi Wei resigned as Executive Director on 19 December 2019.

(2)

Mr. Guo Xiaojun resigned as Executive Director on 19 December 2019.

 

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  (iv)

The Work of the Strategy Committee during the Reporting Period

During the Reporting Period, the Strategic Committee, aiming at building a “leading domestic and world-class” refining and chemical enterprise and relying on the internal and external forces of the enterprise, carried out strategic research on cracking the bottleneck of development, carried out research on the Company’s phased strategic direction and implementation plan, the promotion of new material industry, the development of fine chemical business and other topics, and improved the Company’s recent planning projects and specified the medium and long-term development ideas and objectives of the Company, striving to gradually build Shanghai Petrochemical into an internationally competitive refining and chemical enterprise in “two three-year periods” and “two ten-year periods”.

 

5.

Corporate Governance Functions

The Board is responsible for performing the functions set out in code provision D.3.1 of the Corporate Governance Code.

The Board reviewed the Company’s corporate governance policies and practices, training and continuous professional development of Directors and senior management, the Company’s policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code for Securities Transactions, and the Company’s compliance with the Corporate Governance Code and disclosure in this Corporate Governance Report.

 

6.

Supervisory Committee

As at 1 January 2019, the Company’s Ninth Session of the Supervisory Committee comprised six supervisors, including three Employee Representative Supervisors (one of whom had served as Chairperson of the committee), one External Supervisor and two Independent Supervisors.

The Supervisors are appointed for a fixed term of office and the term of office of each Supervisor during the Reporting Period are set out in the section headed “Directors, Supervisors, Senior Management and Employees” on pages 23 to 39 of this annual report.

 

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In 2019, the Supervisory Committee convened 4 meetings with a record of attendance as follows:

 

Name of Supervisor

   Position    Attendance
in Person/
Number of
Meetings
     Attendance by
alternate/Number of Meetings
 

Ma Yanhui

   Employee
Representative
Supervisor
and
Chairperson
     4/4        —    

Zuo Qiang(1)

   Employee
Representative
Supervisor
     2/3        1/3  

Li Xiaoxia(2)

   Employee
Representative
Supervisor
     3/3        —    

Zhang Feng(3)

   Employee
Representative
Supervisor
     1/1        —    

Chen Hongjun(4)

   Employee
Representative
Supervisor
     1/1        —    

Zhai Yalin

   External
Supervisor
     3/4        1/4  

Fan Qingyong(5)

   External
Supervisor
     2/4        2/4  

Zheng Yunrui

   Independent
Supervisor
     4/4        —    

Choi Ting Ki

   Independent
Supervisor
     4/4        —    

Notes:

(1)

Mr. Zuo Qiang resigned as Employee Representative Supervisor on 2 September 2019.

(2)

Ms. Li Xiaoxia resigned as Employee Representative Supervisor on 30 September 2019. Resignation took effect from 11 October 2019.

(3)

Mr. Zhang Feng was appointed as Employee Representative Supervisor on 11 October 2019.

(4)

Mr. Chen Hongjun was appointed as Employee Representative Supervisor on 11 October 2019.

(5)

Mr. Fan Qingyong resigned as External Supervisor on 27 December 2019.

The Company’s Supervisory Committee established and refined the check-and-balance system of the Company and promoted and regulated the corporate governance structure in accordance with the relevant laws and regulations, including the Company Law of the PRC and the Code of Corporate Governance for Listed Companies of the PRC. The Supervisory Committee diligently discharges its supervisory duties and exercises supervision over the management’s compliance with the relevant laws and regulations, including the Company Law and the Code of Corporate Governance for Listed Companies of the PRC. It also supervises the enforcement of the resolutions passed at general meetings and Board meetings, compliance with decision-making procedures and the implementation of the internal control system. The Supervisory Committee also examines the financial system and the financial situation of the Company in a conscientious manner, thereby ensuring the orderly operations of the Company and safeguarding shareholders’ interests.

 

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(5)

Risk Management and Internal Controls

The Board acknowledges its responsibility for the risk management and internal control systems and the review of their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

The Board ensures that risk management and internal control systems of the Company are sound and effective to safeguard the shareholders’ interests and its assets. The Board has the overall responsibility for evaluating and determining the nature and extent of the risks it is willing to take in achieving the Company’s strategic objectives, and establishing and maintaining appropriate and effective risk management and internal control systems.

The Audit Committee assists the Board in leading the management and overseeing their design, implementation and monitoring of the risk management and internal control systems.

The Company has developed and adopted various internal control and risk management procedures and guidelines including the Internal Control Manual, the Sinopec Comprehensive Risk Management Procedures and Sinopec Comprehensive Risk Management Implementation Programme with defined authority for implementation by key business processes and office functions, including project management, sales, financial reporting, human resources and information technology.

All divisions conducted internal control assessment regularly to identify risks that potentially impact the business of the Group and various aspects including key operational and financial processes, regulatory compliance and information security etc.

The management, in coordination with division heads, assessed the likelihood of risk occurrence, provided treatment plans, monitored the risk management progress, and reported to the Audit Committee and the Board on all findings and the effectiveness of the systems.

The Internal Audit Department is responsible for performing independent review of the adequacy and effectiveness of the risk management and internal control systems. The Internal Audit Department examined key issues in relation to the accounting practices and all material controls and provided its findings and recommendations for improvement to the Audit Committee. The Company has engaged PricewaterhouseCoopers Zhong Tian LLP to conduct an audit on the effectiveness of the internal control over financial reporting of the Company according to the guidelines set out in the Audit Guidelines for Enterprise Internal Control (the “Guidelines”) and the Report on Internal Control over Financial Reporting was issued pursuant to the Guidelines.

 

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The Company has developed its disclosure policy which provides a general guide to the Directors, officers, senior management and relevant employees in handling confidential information, monitoring information disclosure and responding to enquiries. The Company has in place a “System for the Registration and Management of Inside Information” and an “Information Disclosure Management System” which were regularly reviewed by the Board to administer the registration and management of persons with access to the Company’s insider information including but not limited to the Directors, Supervisors and senior management, strengthen the confidentially of the flow of inside information, monitoring information disclosure to safeguard the leakage of inside information and responding to enquiries. Control procedures have been implemented to ensure that unauthorized access and use of inside information are strictly prohibited.

 

1.

Implementation of internal control

Internal control task force is the leading unit of the internal control work of the Company with the President and the Chief Financial Officer as chief and deputy chief, respectively, and an internal control office was established under the task force. It is responsible for organizing and coordinating the establishment, implementation and daily operation of internal control, as well as the submission of work reports on the inspection and supervision of internal control to the Audit Committee on a regular basis. A supervisory working network consisting of special personnel of each department (unit) responsible for internal control function was established within the Company. The internal control supervisors, on behalf of their own departments, and administrative heads each carry out internal control work within their own scope.

Since the implementation of the internal control system of the Company in 2004, the Company has strictly complied with the requirements of internal control regulations of the CSRC. Combined with corporate management and internal controls, the Internal Control Manual was reviewed annually so as to improve the internal control business process, to specify responsibilities of different departments and positions in charge of the respective control processes, and to urge staff to perform internal control responsibility. The 2019 version of the Internal Control Manual specifies 22 categories, 55 processes and a total of 1,539 control points.

In 2011, the Company launched an internal control management information system and built a dynamic validation and correction system of system data to continuously improve the internal control management information system annually. At the same time, the internal control office actively guides the respective departments responsible for different processes and the secondary units for the online management of internal control and gradually enforces online enquiry and online quarterly testing under the Internal Control Manual.

 

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2.

Implementation of comprehensive risk management

In 2011, the Company set up a comprehensive risk management task force with key heads of the Company as leaders. The task force has set up an office in the Corporate Management Department of the Company and functions as the daily risk managing organ of the Company.

In 2013, based on the then “Integrated Management System” and other professional management systems, the Company extensively carried out risk management status research, arranged and analysed existing issues and learnt from the successful experience and typical practices of domestic and overseas advanced enterprises and prepared the Sinopec Comprehensive Risk Management Procedures, which are included in the Integrated Management System. The risk management procedures specify five basic processes of comprehensive risk management, namely risk information collection, risk evaluation, risk response, monitoring and warning, and supervisory assessment and improvement. Through risk identification and assessment, the Company conducts analysis of the effectiveness of the existing internal control system and professional management and creates foundation system of the Company for the establishment of the risk warning system and risk response strategy and measures.

In 2016, the Company developed the Sinopec Comprehensive Risk Management Implementation Programme according to control capability, management strength and company management conditions, and standardized assessment methods and standards. The Company launched resources management, interest rate and Forex rate special risk identification, and evaluation work to enhance the comprehensive risk management of the Company.

Pursuant to the planning and requirements of State-Owned Assets Supervision and Administration Commission of the State Council, the Company is focusing on its goal of establishing a refining and petrochemical enterprise which is “leading domestically, first-class globally”. The Company vigorously implements annual risk assessment work, organizes some of the Company’s leaders, key department heads to participate in the material and significant online risk identification evaluation to start and perform comprehensive risk management of the Company to provide foundation for the establishment of the risk warning system and risk response strategy and measures. On the basis of the revised Internal Control Manual, the Company organized the persons in charge of the business process to comprehensively identify, analyse and assess material and significant tier 3 risks and attend to tier 4 risks. The Company has preliminary set up the “Sinopec Risk Database” and improved the key information maintenance of “Risk Level Rating” and “Risk Response Measures” in the system.

The Company set up a comprehensive risk management office which is responsible for collecting and organizing risk information regarding the Company as well as domestic and foreign industry. It sorts out, analyzes and summarizes, forms a risk list, and regularly completes and updates the risk list. The Company set up an internal control office to establish risk assessment work standards, procedures and management rules, formulate company risk assessment plans, and organize risk assessment task.

 

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Through the implementation of effective supervision and evaluation and improved supervision, the Company effectively promotes the Company’s overall risk management, and forms a closed-loop management mechanism for self-improvement and continuous optimization. Internal supervision of the Company is divided into daily supervision and special supervision. Daily supervision refers to the routine and continuous supervision and inspection of the Company’s establishment and implementation of internal control; special supervision refers to the situation where the Company undergoes major adjustments or changes in its development strategy, organizational structure, business activities, business processes, and key positions, there will be a targeted supervision and inspection of one or more aspects of internal control. The scope and frequency of special supervision depends on the impact of the risk and the effectiveness of the control.

The Company has established a comprehensive internal inspection and evaluation mechanism, designating internal audit as the Company’s responsible division to supervise and improve risk management, and the audit department is responsible for the independent supervision and evaluation of the setting up of the risk management system and the effectiveness of implementation, reporting according to prescribed procedures and monitoring the progress. The Board is responsible for the supervision of the Company’s internal control evaluation work, identifies the Company’s major internal control deficiencies, reviews the relevant rectification measures and oversees the management in the implementation of the measures, reviews and approves the internal control evaluation report. The Supervisory Committee supervises the Board’s establishment and implementation of internal control.

The management has reported to the Board and the Audit Committee on the effectiveness of the risk management and internal control systems during the Reporting Period. The Board, as supported by the Audit Committee as well as the management report on the internal audit findings, reviewed the risk management and internal control systems, including the financial, operational and compliance controls, for the Reporting Period, and considered that such systems are effective and adequate. The annual review also covered the financial reporting and internal audit function and staff qualifications, experiences and relevant resources.

For further details of the risk management and internal controls of the Company, please refer to the section headed “Internal Control” on pages 62 to 63 of this annual report.

 

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(6)

Directors’ Responsibilities in relation to the Financial Statements

The Directors acknowledge their responsibilities for preparing the financial statements of the Company for the year ended 31 December 2019.

The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.

All Directors regularly receive comprehensive reports from the management covering strategic proposals, operations updates, financial objectives, plans and initiatives. The Board presents a balanced, clear and understandable assessment of the affairs and prospects of the Group in the Company’s annual and interim reports, announcements relating to inside information and other financial disclosures as required under the Hong Kong Listing Rules.

During the Reporting Period, the management provided to members of the Board with monthly information on the Company’s production and financial analysis, as well as Xinjinshan Post (《新金山報》), a newspaper published by the Company that covers recent developments in the Company’s production and operations. In addition, Directors including Independent Non-executive Directors were also able to learn about the latest updates on the Company’s business and information disclosure on the Company’s website in a timely manner.

The statements of the independent auditor of the Company (both international and domestic) about their reporting responsibilities on the financial statements are set out in the respective Report of the Independent Auditor and Report of the PRC Auditor on pages 213 to 216 and pages 78 to 80, respectively of this annual report.

 

(7)

Auditors’ Remuneration

An analysis of the remuneration paid to the external auditors of the Company, Messrs. PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP, in respect of audit services and non-audit services for the Reporting Period is set out in the table below:

 

Auditor

  

Service Category

   Fees Paid/Payable  

PricewaterhouseCoopers

   – Audit services    RMB  3,000,000  
   – Non-audit services    RMB  0  

PricewaterhouseCoopers Zhong Tian LLP

   – Audit services    RMB  4,800,000  
   – Non-audit services    RMB  0  

 

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(8)

Company Secretary

Mr. Guo Xiaojun resigned as the Secretary to the Board on 19 December 2019. Currently, Ms. Chan Sze Ting of Tricor Services Limited, external service provider, is the company secretary of the Company and she was appointed as the company secretary on 26 April 2018. Ms. Chan’s primary contact person in the Company is Mr. Wu Haijun, Executive Director and Chairman of the Board.

All Directors have access to the advice and services of the company secretary on corporate governance and board practices and matters.

 

(9)

Shareholders’ Rights

The Company engages shareholders through various communication channels and the “Work System of Investor Relations” is in place to ensure that shareholders’ views and concerns are appropriately addressed.

To safeguard shareholder interests and rights, separate resolution should be proposed for each substantially separate issue at general meetings, including the election of individual Director. All resolutions put forward at general meetings will be voted on by poll and poll results will be posted on the websites of the Hong Kong Stock Exchange, the Shanghai Stock Exchange and the Company after each general meeting.

The rights of shareholders holding ordinary shares of the Company are also set out in the Articles of Association. Upon written requests of the shareholders and verification of their identities and shareholding by the Company, they will be allowed to access to relevant information as permitted by law, administrative regulations and the Articles of Association.

 

1.

Convening an Extraordinary General Meeting

Pursuant to Article 63(3) of the Articles of Association, the Board shall convene an extraordinary general meeting within two months upon written requisition by the shareholders individually or jointly holding 10% or more of the issued and outstanding voting shares of the Company.

 

2.

Putting Forward Proposals at General Meeting

Pursuant to Article 65 of the Articles of Association, when the Company convenes a shareholders’ general meeting, the Board, the Supervisory Committee and shareholders who individually or jointly hold shares with 3% or more of the total voting rights of the Company shall have the right to move motions in writing for shareholders’ meetings. Shareholders who individually or jointly hold 3% or more of the shares of the Company may propose and submit in writing an extraordinary motion to the convener ten (10) days prior to the convening of the shareholders’ general meeting. The convener shall issue a supplementary notice of the shareholders’ general meeting within two (2) days upon receipt of such motion and shall make an announcement on the content of the extraordinary motion.

 

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Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

3.

Putting Forward Enquiries to the Board

For putting forward any enquiries to the Board of the Company, shareholders may send written enquiries to the Company. The Company will not normally deal with verbal or anonymous enquiries.

 

4.

Contact Details

Shareholders may send their enquiries or requests as mentioned above to the Company’s registered address as follows:

48 Jinyi Road

Jinshan District

Shanghai

The People’s Republic of China

For the attention of Mr. Wu Haijun, Chairman of the Board

For the avoidance of doubt, shareholder(s) must deposit and send the original duly signed written requisition, notice or statement, or enquiry (as the case may be) to the above address and provide their full name, contact details and identification in order to give effect thereto. Shareholders’ information may be disclosed as required by law.

 

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Corporate Governance Report (continued)

(under the Hong Kong Listing Rules)

 

(10)

Investor Relations

The Company considers that effective communication with shareholders is essential for enhancing investor relations and investors’ understanding of the Group’s business performance and strategies. The Company maintains communications with its shareholders. The Company’s major communication channels include annual general meeting, other general meetings, the Company’s website, email, fax and telephone numbers of the Secretary Office of the Board. Through the above communication channels, shareholders may adequately express their opinions or exercise their rights.

The Company is committed to enhancing its relationship with investors. The Chairman presides over and participates in major investor relations activities (including general meetings, results presentations, press conferences, significant events and roadshows, important domestic and overseas capital market conferences and major financial media interviews, etc.) and maintains contact with shareholders to ensure that the views of the shareholders can be conveyed to the entire Board.

During the Reporting Period, the Company continued to strengthen the management of investor relations, implement in good faith the “Work System of Investor Relations”, engage in active interaction and communications with investors and submit investors’ opinions and suggestions to the Company’s management in a timely manner.

In principle, the Company convenes results briefings every six months after the release of its annual and interim results. In 2019, the Company held two large-scale results briefings and press conferences in Hong Kong while several “one-to-one” meetings were held within and outside China. The Company has also welcomed hundreds of domestic and foreign investors to its headquarters, and replied to telephone queries and letters from investors, intermediaries and fund managers. In addition, the Directors and senior management also actively attended capital market meetings organized by securities research companies and investment banks.

The information on the Company’s website is updated regularly to keep the investors and the public informed of the Company’s latest developments.

 

(11)

Relevant policies of shareholders

The Company has formulated a shareholder communication policy to ensure that the opinions and concerns of shareholders are properly addressed, and the policy is regularly reviewed to ensure its effectiveness.

The Company has formulated a dividend policy. According to the Articles of Association, the Company’s net profit attributable to the parent company was positive and the accumulated undistributed profit was positive. While the Company’s cash flow can meet its normal operation and sustainable development, the Company shall carry out cash dividends, and the annual cash distribution shall not be less than 30% of the net profit attributable to the parent company realized in that year. For details, please refer to the formulation, implementation or adjustment of cash dividend policy in Section IV of Chapter III.

 

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Report of the Directors

 

Section I Business Overview

 

(I)

Description of the principal business, operating model and industry in which the Company operated during the Reporting Period

Located at Jinshanwei in the southwest of Shanghai, the Company is a highly integrated petrochemical enterprise which mainly processes crude oil into a broad range of petroleum products, intermediate petrochemical products, resins and plastics and synthetic fibres. The Company sells most of its products within the PRC domestic market and derives most of its revenues from customers in Eastern China, one of the fastest growing regions in the PRC.

The Company’s high-quality development is supported by the ever-increasing demand in the PRC for petrochemical products. Relying on the competitive advantage of its high degree of integration, the Company is optimizing its product mix, improving the quality and variety of its existing products, upgrading technology and increasing the capacity of its key upstream plants.

For details on the industry in which the Company operates its business, please refer to Section III of this chapter “Analysis on Operational Information of the Chemical Industry”.

 

(II)

Analysis of core competitiveness during the Reporting Period

As one of the largest integrated petrochemical enterprises in China with an integrated refinery and petrochemical capacity, the Company possesses competitive business scale and strength, which have made it a major manufacturer of refined oil, intermediate petrochemical products, synthetic resins and synthetic fibres. It also has self-owned utilities and environmental protection systems, as well as sea transport, inland shipping, rail transport and road transport ancillary facilities.

The Company’s major competitive advantages include quality, geographical location and its vertically integrated production. The Company has over 40 years of petrochemical production and management experience, and has accumulated extensive resources in the petrochemical industry, which has garnered multiple quality product awards from the central and local governments. Located at the core region of Yangtze River Delta, the most economically active region in China with a strong demand for petrochemical products, the Company built a comprehensive logistics system and supporting facilities to tap its geographic proximity with most of its clients and the convenient coastal and inland shipping. This gave it a competitive edge in terms of transportation costs and timely delivery. The Company has leveraged its advantages in integrated refinery and petrochemical capacity to actively strengthen product structure, while continuously improving products quality and variety. It has also improved production technology and boosted capacity of key upstream equipment to maximize the use and the efficiency in the utilisation of its corporate resources, and is therefore able to achieve strong and sustainable development.

 

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Report of the Directors (continued)

 

(III)

Material events after the Reporting Period

The new coronavirus pneumonia epidemic (“COVID-19”) broke out in early 2020 and has evolved into a global public health emergency. Affected by COVID-19, the Spring Festival holiday was prolonged nationwide, enterprises delayed the resumption of work, transportation was restricted, logistics efficiency decreased, consumer demand fell sharply, and the demand for petroleum and petrochemical products experienced a higher degree in its decrease, which had a significant impact on the Group’s sales of refined oil and chemical products. The load of major equipment has fallen.

In response to the impact brought by COVID-19, the Company adopted the following measures to offset the negative impact as much as possible:

 

  1.

In terms of operation and production, the Company optimized the final-period plan of crude oil procurement and production and marketing in a timely manner, reduced the equipment load and adjusted the maintenance plan based on the actual situation of the market to avoid excess inventory.

 

  2.

In terms of sales of products, the Company cooperated with professional sales companies, established hotlines and immediately coordinated with multiple parties when facing difficulties, which effectively addressed challenges in management and control. During the special time, the Company adopted a flexible sales model and temporarily implemented a case-by-case policy for specific emergency users to promote product delivery and ensure safe and stable operation of the equipment.

 

  3.

In terms of product transportation, the Company focused on logistics management and actively coordinated with government departments to provide convenience for users.

Since 2020, the Group’s crude oil processing volume has decreased as compared with the same period last year. Combining with the sharp decline of international oil prices, the Company’s short-term performance faces a relatively big challenge. As of the date of approval of the financial statements, the specific details and monetary amount on the Group’s financial position are still being evaluated.

 

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Report of the Directors (continued)

 

Section II Management Discussion and Analysis

 

(I)

Management Discussion and Analysis

(Unless otherwise specified, the financial information included in this “Management Discussion and Analysis” section was extracted from the financial statements prepared under IFRS.)

 

1.

General – Review of the Company’s operations during the Reporting Period

In 2019, the global economy faced severe challenges. Uncertain factors brought about by trade frictions and geopolitical tensions have slowed down the economic growth of advanced and developing economies and emerging markets. In the face of increasingly complex and severe domestic and international situations, our country adhered to the guideline of making progress while maintaining stability, and focused on supply-side structural reforms to promote high-quality development. In 2019, the economic operation was generally stable but continued to slow down. Gross domestic product (GDP) increased by 6.1%, representing a decrease of 0.5% year-on-year. Under the influences of Sino-US trade friction, frequent security accidents, industrial zone closures and enterprises’ suspension and rectification, China’s petrochemical industry faced greater downward pressure on economic operation. The performance of enterprises declined significantly as the market continued to be weak.

In 2019, the Group actively responded to the complicated and severe domestic and international economic and industry situations, and focused on safety and environmental protection, operational optimization, cost reduction, transformational development, reforms in difficult areas and team development. All work was advanced in an orderly manner.

 

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  (i)

Strengthening safety and environmental protection to ensure smooth operation of the devices

In 2019, the Group implemented the new HSSE management system to deepen process safety management; continued to carry out the activity of “I Make Diagnosis for Safety” to investigate and discover hidden dangers; launched LDAR Full Coverage and “10,000 Employees Checking Odor” to discover and repair leaking point in time; and strengthened the daily management of flare gas and emission control of equipment maintenance during driving and halt. The Group successfully passed the reexamination of Environmentally Friendly Enterprises in China, passed the review of Sinopec Group and Cleanser Production in Shanghai, and won the title of Sinopec Group Green Enterprise. As the Group strengthened production and operation management and intensified the management and examination of unplanned halt, 7 unplanned halts occurred in 2019, with the number and duration of unplanned halt decreasing by 22.20% and 73.30% respectively. The operation of devices maintained smooth. Among the 59 major technological and economic indicators monitored, 34 items were better than the annual level of last year, with a year-on-year progress rate of 57.63%.

In 2019, due to the stable operation of the Group’s devices and the increasing total volume of processing crude oil, the production volume of the Group increased, with the total main production volume reaching 13,910,400 tons, up by 4.60% year-on-year. The Group’s turnover reached RMB100,270 million, representing a decrease of 6.89% year-on-year. The product sales rate and payment return rate of the Group were 100.02% and 100% respectively. The products continued to remain high-quality.

 

  (ii)

Price of the products fell under weak oil and petrochemical markets

In 2019, under the severe and complicated domestic and international economic situations, oil and petrochemical industries faced great downward pressure. Price of petrochemical products fell under the sluggish market. As the demand for refined oil products slowed down and supplies increased, product competition became increasingly fierce. As of 31 December 2019, the weighted average prices (excluding tax) of synthetic fibers, resins and plastics, intermediate petrochemical products and petroleum products of the Group decreased by 13.24%, 11.48%, 17.48% and 4.28% year-on-year respectively.

 

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Report of the Directors (continued)

 

  (iii)

International crude oil prices fluctuated and average price fell throughout the year, while crude oil processing volume increased

The international crude oil market fluctuated in 2019. From the initial concerns about tightening supply gradually to the global economic slowdown, dragging down oil demand, international crude oil prices have shown a trend of rising and then declining, moving in a wide range. The crude oil price went up unilaterally in the first quarter, shock fell in the second quarter, moved in a wide range in the third quarter, and went up unilaterally again in the fourth quarter. Brent crude oil futures basically ran between USD53-73/barrel throughout the year, within which the futures fluctuated in the range of USD58-65/barrel most of the time. By the end of 2019, the Brent crude oil price increased by 23.00% year-on-year, while the West Texas Intermediate crude oil (WTI) increased by 34.50% year-on-year. However, the average price of crude oil in 2019 was still lower than that in 2018. The average price of WTI crude oil in 2019 was USD57.01/barrel, down by 11.23% from USD64.22/barrel in 2018; the average price of Brent crude oil in 2019 was USD64.16/ barrel, down by 10.38% from USD71.59/barrel in 2018; the average price of Dubai crude oil in 2019 was USD63.95/barrel, down by 8.47% from USD69.87/barrel in 2018.

As of 31 December 2019, the Group processed 15,199,400 tons of crude oil (including 1,064,600 tons of crude oil processing on given materials), up by 5.71% or 820,400 tons year-on-year. The average unit cost of crude oil processed by the Group (proprietary part) was RMB3,330.63/ton (2018: RMB3,382.38/ton), down by 1.53%. In 2019, the total cost of the Group’s crude oil processing was RMB47,077 million, an increase of 1.97% over the previous year’s RMB46,168 million, accounting for 54.54% of the total cost of sales.

 

  (iv)

Further optimized operation and improved the ability to increase efficiency

In 2019, the Group actively promoted the optimization of structure of crude oil, controlled crude oil stock and reduced costs of crude oil procurement. The Group optimized the structure of oil products, increased the output of gasoline, jet fuel and petrochemicals and raised the proportion of high value-added products with a growth rate of 7.41% in gasoline production and 27.95% in jet fuel production as well as a decrease of 0.05 in diesel to gasoline ratio. In addition, the Group encouraged market expansion and boosted sales with the annual exports of heavy low-sulfur marine fuel oil reaching 37,800 tons. The black polyethylene pipe plastic products successfully entered China Gas Holdings with sales increasing by 13.55% year-on-year. Moreover, the Group arranged field visits for technical experts and carried out the establishment of intelligent marketing service system to improve service quality. The Group implemented costs reduction by cutting the annual financial expenses to RMB363 million, a fall of RMB25.6 million year-on-year, strengthened the management of cash flow with a year-on-year decrease of 16.71% in the inventory balance, and controlled the key expenses including repairs, reducing nearly RMB100 million in the actual expenses compared to the goal.

 

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Report of the Directors (continued)

 

  (v)

Continued to deepen energy conservation and emission reduction

In 2019, to meet the national requirements of energy conservation and emission reduction, the Group implemented a series of measures to achieve the goal set by the government. In 2019, the Company’s accumulated comprehensive energy consumption was 7.150 million tons of standard coal, and the comprehensive energy consumption was 0.745 tons of standard coal per RMB10,000 (unchanged price in 2010), representing a decrease of 1.97% compared with the annual total of 0.760 tons of standard coal per RMB10,000 last year. Compared to last year, the annual emissions of COD, sulfur dioxide and nitrogen oxides decreased by 9.02%, 7.14% and 12.70%, respectively. The average concentration of VOCs at the boundary of the plant decreased by 3.83% year-on-year. The Group achieved 100% wastewater discharge compliance rate, 100% controlled waste gas discharge compliance rate and 100% hazardous waste disposal compliance rate. The average heat efficiency of heating furnaces was 92.60%, basically the same as last year.

 

  (vi)

Accelerated development and pushed forward the scientific R&D and informatization

In 2019, the Group started the 400,000 tons/year oil cleaning project, achieved mid-term delivery of the precursor part of the second stage of PAN (Polyacrylonitrile) based carbon fiber project with annual production of 1,500 tons, and completed the Sinopec’s demonstration of 48K large tow carbon fiber. The Group vigorously promoted regional cooperation with neighboring SCIP and Zhejiang Dushan Port Economic Development Zone to reach a development consensus on new materials. The Group strengthened technical researches in the field of new energy, made technical improvements on carbon fiber equipment technologies, deepened the updated technology applications of the whole process of refineries, and strived to promote researches on key technologies for low-sulfur marine fuel oil production and fuel cell-level hydrogen supply. The Group boosted the carbon fiber industry by signing a strategic cooperation framework agreement on carbon fiber and composites with Jinshan District in Shanghai to establish Shanghai Carbon Fiber and Composites Innovation Research Institute. The Innovative High-Efficient Mechanical Oil Production System with Carbon Fibers and CFRP Continuous Sucker Rods as the Core, which involved the Company’s research and development, won the 21st CIIF Award with 65 patent applications and 26 patent licensing. The Group sped up the integration of informatization and industrialization, accomplished various projects such as energy management system, self-service delivery system, piloting of geographic information platform, information integration of process and upgrades of integrated services platform, and promoted projects of intelligent warehousing and crude oil blending and optimizing, thus raising the level of intelligent plants.

 

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Report of the Directors (continued)

 

  (vii)

Reinforced corporate management and overcame difficulties in reform

In 2019, the Group actively promoted internal restructuring, and based on the business development of petrochemicals, new materials and joint venture cooperation, established the Carbon Fiber Business Unit to streamline the management units in the Company. The Group pushed forward the market-oriented pilot reform of the first professional manager in the Carbon Fiber Business Unit and initially built the management system of professional managers. The Group completed the pilot reform of incremental power distribution business and established Shanghai Shidian Energy Co., Ltd, which was then put into operation. The Group actively adopted the “immediately-do” attitude to raise the efficiency of management and service, advanced the reform of personnel system and the project of “talents to make enterprises strong”, increased the intensity of training and selection of outstanding young cadres, implemented the policy of introducing graduates, strengthened cooperation on intern training with targeted colleges and universities as well as higher vocational colleges, and formed a new mechanism for introducing and training students of vocational colleges to continuously improve the cadre team structure. The Group strengthened staff training, increased the application of the intelligent training system and promoted the “one position with multiple functions” training with the theme of whole process operation and the “large-scale training, extensive competition” activities to develop staff’s ability to fulfill duty, solve on-site difficulties, innovate and increase efficiency.

As of 31 December 2019, the net reduction of employees of the Group reached 719 (including voluntary resignation and retirees), accounting for 7.49% of the total 9,597 employees registered at the beginning of the year.

 

  (viii)

Continued to strengthen Party building and integrated Party and government to promote enterprise development

In 2019, the Communist Party Committee of the Company adhered to the principle of focusing on the central task and serving the overall interests. Taking the opportunity of carrying out the themed education of “Do not forget the initial heart and keep the mission in mind”, the Communist Party Committee of the Company vigorously strengthened the capacity building of “controlling the direction, managing the overall situation and guranteeing implementation”, deepened compliance operations and risk prevention and control, strengthened the establishment of leaders and executive teams, strengthened the establishment of the clean government and anti-corruption work, effectively promoted the building of grass-rooted Party organizations and Party members, continued to enhance the ideological and cultural propaganda in the new circumstances and work effectiveness of the public, and actively created a harmonious and stable atmosphere for reform and development which provided strong ideology, politics and organisation guarantee for Shanghai Petrochemical to achieve sustainable development in an all-round way and establish the Company as “Leading domestically, First-class globally” energy and chemical and new material enterprise.

 

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Report of the Directors (continued)

 

Specific measures include:

Strengthening transformation of the old mindset, establishing firmly the philosophy of innovative and green development, standardizing decision and policy-making procedures, and continuously promoting the development path and innovation of management mode.

Strengthening the building of talent teams, training and developing of outstanding human resources, and building high-quality professional cadre team and a “multi-talented” staff team.

Intensifying our efforts to combat corruption and build clean government, conducting the mechanism of Party Committee Inspector, effectively carrying out the overall function of monitoring resources, creatively carrying out mutual support in family and partnership to combat corruption, and continuously improving the level of corporate governance and risk management.

Strengthening the construction of grass-rooted Party organization, fulfilling social responsibilities, carrying out co-construction with 52 village Party branches in the surrounding “four towns and one street”, and carrying out activities based in aspects such as mutual support, business exchanges, and enterprise-local win-win cooperation across different segments and classes. The Company’s performance in fulfilling social responsibility has steadily improved.

Strengthening the construction of corporate culture, constructing a good community relationship, vigorously propagating the concept of “Dedicate in clean energy and green development” and making the public aware of the effectiveness of corporate green development through 34 public open days.

 

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2.

Accounting judgements and estimates

The Group’s financial conditions and the results of its operations are susceptible to accounting methods, assumptions and estimates applied in preparing the financial statements. Such assumptions and estimates are based on the historical experience of the management of the Group and on various other assumptions that the management believes to be reasonable, and form the basis for the management to make judgements about matters that cannot be confirmed by other sources. On an on-going basis, the management evaluates its estimates. Actual results may differ from those estimates as the actual circumstances, environment and conditions change.

The selection of accounting policies, judgements and other uncertainties in the course of applying of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in the financial statements. The Company’s management believes that the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the financial statements.

 

  (i)

Inventory Provision

Any excess of the cost over the net realisable value of each item of inventories is recognised as a provision for diminution in the value of inventories. Net realisable value represents the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Management bases the estimates on all available information, including the current market prices of the finished goods and raw materials, and historical cost of sales. If the actual selling prices were to be lower or the costs of completion were to be higher than estimated, the actual allowance for diminution in value of inventories could be higher than estimated.

 

  (ii)

Impairment of long-term assets

Long-term assets are reviewed for impairment at each balance sheet date when events or changes in circumstance have indicated that their carrying amounts may not be recoverable. If any such evidence indicated that their carrying amounts may not be recoverable, the carrying amounts exceed the recoverable amounts would be recognized as impairment loss and accounted in current profit or loss.

The recoverable amount of an asset (or an asset group) is the greater of its net selling price and its present value of expected future cash flows. In assessing value in use, significant judgements are exercised over the assets’ (or the asset group’s) production and sales, selling prices, related operating expenses and discount rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the recoverable amount, including the estimation of the production, selling prices and related operating expenses based on reasonable and supportable assumptions.

 

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Report of the Directors (continued)

 

  (iii)

Estimated useful life and residual value of fixed assets

The Group assessed the reasonableness of estimated useful life of fixed assets in line with the historical experience on the basis of similar function or characteristic for the assets. If there are significant changes in estimated useful lives and residual value from previous years, the depreciation expenses for future periods are adjusted.

The Group reviews and adjusts the useful lives and estimated residual value of the assets regularly at the end of each year end.

 

3.

Comparison and analysis of results of the Company’s operations (Prepared under IFRS)

 

  3.1

Summary

The following table sets forth the Group’s sales volumes and net sales (net of sales taxes and surcharges) for the years indicated:

 

     For the years ended 31 December  
     2019      2018      2017  
     Sales
volume
(’000
tons)
     Net
sales
(RMB
million)
     %      Sales
volume
(’000
tons)
     Net
sales
(RMB
million)
     %      Sales
volume
(’000
tons)
     Net
sales
(RMB
million)
     %  

Synthetic fibres

     177.9        2,158.9        2.5        156.0        2,182.4        2.3        172.6        2,005.3        2.5  

Resins and plastics

     1,292.4        9,979.9        11.3        1,208.6        10,542.1        11.0        1,262.4        10,218.4        12.9  

Intermediate petrochemical products

     2,193.7        10,313.6        11.7        2,134.4        12,160.6        12.7        1,938.5        10,070.2        12.7  

Petroleum products

     10,294.6        43,125.9        49.0        9,917.3        43,403.0        45.4        9,233.5        32,400.6        40.9  

Trading of petrochemical products

     —          21,690.7        24.6        —          26,544.0        27.8        —          23,697.3        29.9  

Other segments

     —          786.7        0.9        —          781.4        0.8        —          826.5        1.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     13,958.6        88,055.7        100.0        13,416.3        95,613.5        100.0        12,607.0        79,218.3        100.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Report of the Directors (continued)

 

The following table sets forth a summary of the Group’s consolidated income statement for the years indicated (prepared under IFRS):

 

     For the years ended 31 December  
     2019     2018     2017  
     RMB
million
    % of
net sales
    RMB
million
    % of
net sales
    RMB
million
    % of
net sales
 

Synthetic fibres

            

Net sales

     2,158.9       2.5       2,182.4       2.3       2,005.3       2.5  

Cost of sales and operating expenses

     (2,699.2     (3.1     (2,755.9     (2.9     (2,480.6     (3.1
  

 

 

     

 

 

     

 

 

   

Segment loss from operations

     (540.3     (0.6     (573.5     (0.6     (475.3     (0.6
  

 

 

     

 

 

     

 

 

   

Resins and plastics

            

Net sales

     9,979.9       11.3       10,542.1       11.0       10,218.4       12.9  

Cost of sales and expenses

     (9,578.5     (10.9     (9,641.7     (10.1     (8,862.5     (11.2
  

 

 

     

 

 

     

 

 

   

Segment profit from operations

     401.4       0.4       900.4       0.9       1,355.9       1.7  
  

 

 

     

 

 

     

 

 

   

Intermediate petrochemical products

            

Net sales

     10,313.6       11.7       12,160.6       12.7       10,070.2       12.7  

Cost of sales and expenses

     (9,899.6     (11.2     (10,225.7     (10.7     (7,864.1     (9.9
  

 

 

     

 

 

     

 

 

   

Segment profit from operations

     414.0       0.5       1,934.9       2.0       2,206.1       2.8  
  

 

 

     

 

 

     

 

 

   

Petroleum products

            

Net sales

     43,125.9       49.0       43,403.0       45.4       32,400.6       40.9  

Cost of sales and expenses

     (42,420.4     (48.2     (40,493.0     (42.4     (29,280.6     (37.0
  

 

 

     

 

 

     

 

 

   

Segment profit from operations

     705.5       0.8       2,910.0       3.0       3,120.0       3.9  
  

 

 

     

 

 

     

 

 

   

Trading of petrochemical products

            

Net sales

     21,690.7       24.6       26,544.0       27.8       23,697.3       29.9  

Cost of sales and expenses

     (21,637.5     (24.5     (26,439.1     (27.7     (23,636.7     (29.8
  

 

 

     

 

 

     

 

 

   

Segment profit from operations

     53.2       0.1       104.9       0.1       60.6       0.1  
  

 

 

     

 

 

     

 

 

   

Other segments

            

Net sales

     786.7       0.9       781.4       0.8       826.5       1.1  

Cost of sales and expenses

     (500.0     (0.6     (473.0     (0.5     (691.9     (0.9
  

 

 

     

 

 

     

 

 

   
     286.7       0.3       308.4       0.3       134.6       0.2  
  

 

 

     

 

 

     

 

 

   

 

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Report of the Directors (continued)

 

     For the years ended 31 December  
     2019     2018     2017  
     RMB
million
    % of
net sales
    RMB
million
    % of
net sales
    RMB
million
    % of
net sales
 

Total

            

Net sales

     88,055.7       100.0       95,613.5       100.0       79,218.3       100.0  

Cost of sales and expenses

     (86,735.2     (98.5     (90,028.4     (94.2     (72,816.4     (91.9
  

 

 

     

 

 

     

 

 

   

Operating profit

     1,320.5       1.5       5,585.1       5.8       6,401.9       8.1  
  

 

 

     

 

 

     

 

 

   

Net finance income

     363.0       0.4       337.4       0.4       207.3       0.3  

Investment income

     —         —         —         —         —         —    

Share of profit of associates and joint ventures

     972.6       1.1       885.6       0.9       1,243.7       1.6  
  

 

 

     

 

 

     

 

 

   

Profit before income tax

     2,656.1       3.0       6,808.1       7.1       7,852.9       10.0  

Income tax

     (429.0     (0.5     (1,471.9     (1.5     (1,698.7     (2.2
  

 

 

     

 

 

     

 

 

   

Profit for the year

     2,227.1       2.5       5,336.2       5.6       6,154.2       7.8  
  

 

 

     

 

 

     

 

 

   

Attributable to:

            

Shareholders of the Company

     2,215.7       2.5       5,336.3       5.6       6,143.2       7.8  

Non-controlling interests

     11.4       0.0       (0.1     0.0       11.0       0.0  
  

 

 

     

 

 

     

 

 

   

Profit for the year

     2,227.1       2.5       5,336.2       5.6       6,154.2       7.8  
  

 

 

     

 

 

     

 

 

   

 

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Report of the Directors (continued)

 

  3.2

Comparison and analysis

Comparison between the year ended 31 December 2019 and the year ended 31 December 2018 is as follows:

 

  3.2.A

Operating results

 

  (1)

Net sales

In 2019, net sales of the Group amounted to RMB88,055.7 million, a decrease of 7.90% from the previous year’s RMB95,613.5 million. As of 31 December 2019, the weighted average prices (excluding tax) of synthetic fibers, resins and plastics, intermediate petrochemical products and petroleum products of the Group decreased by 13.24%, 11.48%, 17.48% and 4.28% year-on-year respectively.

 

  (i)

Synthetic fibres

In 2019, the Group’s net sales of synthetic fiber products amounted to RMB2,158.9 million, a decrease of 1.08% from the previous year’s RMB2,182.4 million, which was mainly due to the downturn in the downstream market this year. The general decline in the sales price of synthetic fiber products led to the sales decline during the reporting period. Sales volume of synthetic fibers increased by 14.02% year-on-year, while the weighted average sales price decreased by 13.24%. Meanwhile, the weighted average sales price of acrylic fibers, the main product of the synthetic fibers segment, decreased by 14.44% year-on-year, and the weighted average sales price of polyester fibers decreased by 14.13% year-on-year. Net sales of acrylic fibers, polyester fibers and other products accounted for 84.83%, 9.03% and 6.14% of the total sales of synthetic fibers segment respectively.

Net sales of synthetic fibers accounted for 2.50% of the Group’s net sales in the current year, a decrease of 0.2 percentage points from the previous year.

 

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Report of the Directors (continued)

 

  (ii)

Resins and plastics

In 2019, the Group’s net sales of resins and plastics products amounted to RMB9,979.9 million, a decrease of 5.33% from the previous year’s RMB10,542.1 million, which was mainly due to the downturn in the downstream market this year. The general decline in the sales price of resins and plastics products led to the sales decline during the reporting period. The weighted average sales price of resins and plastics decreased by 11.48%, while the sales volume of resins and plastics products increased by 6.94% year-on-year. Meanwhile, the weighted average sales price of polyethylene and polypropylene decreased by 17.94% and 4.08%, and the weighted polyester chips decreased by 15.91% year-on-year. The sales of polyethylene, polypropylene, polyester chips and other products accounted for 31.92%, 36.21%, 17.55% and 14.32% of the total sales of resins and plastics segment respectively.

The net sales of resins and plastics accounted for 11.30% of the Group’s net sales in the current year, a decrease of 0.3 percentage points from the previous year.

 

  (iii)

Intermediate petrochemical products

In 2019, the Group’s net sales of intermediate petrochemical products amounted to RMB10,313.6 million, a decrease of 15.19% from the previous year’s RMB12,160.6 million. The decline in raw material costs this year has driven down the unit price of intermediate petrochemical products. The weighted average sales price of intermediate petrochemical products decreased by 17.48% year-on-year, and its sales volume increased by 2.78% year-on-year. The sales of p-xylene, ethylene oxide, pure benzene, ethylene glycol and other products accounted for 27.26%, 16.97%, 13.72%, 7.40% and 34.67% of the total sales of intermediate petrochemical products respectively.

The net sales of intermediate petrochemical products accounted for 11.70% of the Group’s net sales in the current year, a decrease of 1.01 percentage points from the previous year.

 

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Report of the Directors (continued)

 

  (iv)

Petroleum products

In 2019, the Group’s net sales of petroleum products amounted to RMB43,125.9 million, a decrease of 0.64% from the previous year’s RMB43,403 million, representing a slight change. The weighted average sales price of major products decreased by 4.28% year-on-year, and sales volume increased by 3.80%.

The net sales of petroleum products accounted for 49.00% of the Group’s net sales in the current year, an increase of 3.6 percentage points from the previous year.

 

  (v)

Trading of petrochemical products

In 2019, the Group’s net sales of trading of petrochemical products amounted to RMB21,690.7 million, a decrease of 18.28% from the previous year’s RMB26,544 million. Mainly due to the decrease in customer purchase demand of the subsidiary Jinshan Trading Corporation, the sales of this year decreased by RMB4,513 million.

The net sales of petrochemical products accounted for 24.60% of the Group’s net sales in the current year, a decrease of 3.2 percentage points from the previous year.

 

  (vi)

Others

In 2019, the Group’s net sales of other products amounted to RMB786.7 million, an increase of 0.68% from the previous year’s RMB781.4 million.

The net sales of other products accounted for 0.90% of the Group’s net sales in the current year, an increase of 0.1 percentage points from the previous year.

 

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Report of the Directors (continued)

 

  (2)

Cost of sales and operating expenses

Cost of sales and expense consist of cost of sales, sales and management expenses, other operating expenses and other operating income, etc.

In 2019, the Group’s cost of sales and expenses amounted to RMB86,735.2 million, a decrease of 3.66% from RMB90,028.4 million in 2018. Cost of sales and expenses of synthetic fibers, resins and plastics, intermediate petrochemical products, petroleum products, petrochemical products and other products amounted to RMB2,699.2 million, RMB9,578.5 million, RMB9,899.6 million, RMB42,420.4 million, RMB21,637.5 million and RMB500 million respectively. Meanwhile, cost of sales and expenses of synthetic fibers and petroleum products increased by 4.48% and 4.76% year-on-year respectively, while cost of sales and expenses of resins and plastics, intermediate petrochemical products, petrochemical products and other products decreased by 0.66%, 3.19%, 18.16% and 22.54% year-on-year respectively.

Compared with the last year, the cost of sales and expenses of the petrochemical products decreased this year, which was mainly due to the decrease in sales of the subsidiary Jinshan Trading Corporation and thus the decrease in corresponding costs.

 

   

Cost of sales

In 2019, the Group’s cost of sales amounted to RMB86,468.0 million, a decrease of 3.75% from previous year’s RMB89,839.0 million. Cost of sales accounted for 98.02% of the net sales this year.

 

   

Selling and administrative expenses

In 2019, the Group’s sales and management expenses amounted to RMB549.9 million, an increase of 2.57% from the previous year’s RMB536.1 million, which was mainly due to the increase in transportation fee by RMB13.5 million.

 

   

Other operating income

In 2019, the Group’s revenue of other businesses amounted to RMB150.7 million, a decrease of 25.62% from previous year’s RMB202.6 million. This was mainly due to the decrease of RMB22.1 million in tax refunds and RMB12.9 million in subsidies of R&D projects, leading to a reduction in the revenue of other businesses.

 

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Report of the Directors (continued)

 

   

Other operating expenses

In 2019, the Group’s other business expenses amounted to RMB21.9 million, a decrease of 32.62% from previous year’s RMB32.5 million. This was mainly due to the decrease of RMB10.9 million in compromise and compensation expenses this year, leading to a reduction in expenses of other businesses.

 

  (3)

Profit from operations

In 2019, the Group’s operating profit amounted to RMB1,320.6 million, a decrease of RMB4,264.5 million from the operating profit of RMB5,585.1 million in the previous year. The sharp decrease was mainly due to impacts of the increase in crude oil prices and the production cycle in 2019. Affected by the overall economic environment and the demands of downstream manufacturers, the price of the Company’s products fell sharply, while the Company’s raw material purchase prices and processing costs fell less, resulting in a significant reduction in profits.

 

  (i)

Synthetic fibres

In 2019, the operating loss of synthetic fibers amounted to RMB540.3 million, a decrease of RMB33.2 million from the operating loss of RMB573.5 million in the previous year. The overall poor performance of the textile industry, the downstream market of synthetic fibers segment, together with the impact of the external trade situation resulted in weak market demand and an increase in losses in the synthetic fibers sector during the Reporting Period.

 

  (ii)

Resins and plastics

In 2019, the operating profit of resins and plastics amounted to RMB401.5 million, a decrease of RMB499.0 million from the operating profit of RMB900.4 million in the previous year. The decrease was mainly due to the increase in the cost of raw materials and the market downturn, which led to a significant decline in sales prices.

 

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Report of the Directors (continued)

 

  (iii)

Intermediate petrochemical products

In 2019, the operating profit of intermediate petrochemical products amounted to RMB413.9 million, a decrease of RMB1,521.0 million from the operating profit of RMB1,934.9 million in the previous year. The decrease in gross profit of chemical products was due to the increase in the cost of crude oil, which made the average unit cost of intermediate petrochemical products rise more, and the sales affected by the needs of downstream manufacturers and the overall economic environment, hence the gross profit dropped significantly.

 

  (iv)

Petroleum products

In 2019, the operating profit of petroleum products amounted to RMB705.5 million, a decrease of RMB2,204.5 million from the operating profit of RMB2,910.0 million in the previous year. The decrease was mainly due to the increase of RMB1,927.4 million in the cost and expenses of sales of petroleum products and the decrease of RMB277.1 million in net sales during the Reporting Period.

 

  (v)

Trading of petrochemical products

In 2019, the operating profit of the trading of petrochemical products amounted to RMB53.2 million, a decrease of RMB51.7 million from the operating profit of RMB104.9 million in the previous year. The decrease was mainly due to the decrease of RMB4,853.3 million in net sales of the trading of petrochemical products and the decrease of RMB4,801.6 million in the cost and expenses of trading, which resulted in a year-on-year decrease in profits.

 

  (vi)

Others

In 2019, the Group’s other operating profit amounted to RMB286.8 million, a decrease of RMB21.6 million from RMB308.4 million in the previous year, which was mainly due to the decrease in the amount of job provision subsidies issued this year and the increase in the amount of asset disposal income.

 

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Report of the Directors (continued)

 

  (4)

Net finance income

In 2019, the Group’s net financial income amounted to RMB363.0 million, a change of RMB25.6 million from the net financial income of RMB337.4 million in the previous year, which was mainly due to the sharp decline in the average balance of bank loans by Jinshan Associated Trading Corporation and Jinmao International, two subsidiaries of the Group, leading to a decrease of RMB52.4 million in interest expenses from RMB106.2 million in 2018 to RMB53.8 million in 2019.

 

  (5)

Profit before taxation

In 2019, the Group’s profit before tax amounted to RMB2,656.1 million, a decrease of RMB4,152.0 million from the profit before tax of RMB6,808.1 million in the previous year.

 

  (6)

Income tax

The income tax of the Group amounted to RMB429.0 million in 2019 and RMB1,471.9 million in 2018, which was mainly due to the decrease in the profit before tax of the Company, resulting in a decrease of the current income tax payable.

In accordance with The Enterprise Income Tax Law of the PRC (as amended) which became effective from 1 January 2008, the income tax rate applicable to the Group in 2019 is 25% (2018: 25%).

 

  (7)

Profit for the year

In 2019, the Group’s profit after tax amounted to RMB2,227.1 million, a decrease of RMB3,109.1 million from the profit after tax of RMB5,336.2 million in the previous year.

 

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Report of the Directors (continued)

 

  3.2.B

Liquidity and capital sources

The Group’s primary sources of capital are operating cash inflows and loans from unaffiliated banks. The Group’s primary uses of capital are costs of goods sold, other operating expenses and capital expenditure.

 

  (1)

Capital sources

 

  (i)

Net cash flow generated from operating activities

In 2019, the Group’s net cash inflows generated from operating activities amounted to RMB5,057.8 million, a decrease of RMB1,601.6 million from the net cash inflows of RMB6,659.4 million in the previous year. During the Reporting Period, with profitability in operating, the Group’s cash inflows generated from operating activities in 2019 amounted to RMB5,655.7 million, a decrease of RMB2,845.8 million from the cash inflows generated from operating activities of RMB8,501.5 million. The income tax payable in 2019 amounted to RMB534.5 million, a decease of RMB1,271.9 million from the income tax payable of RMB1,806.4 million in the previous year.

 

  (ii)

Borrowings

By the end of 2019, the Group’s total borrowings increased by RMB1,050.4 million to RMB1,547.6 million as compared to the same period of last year, mainly due to the increase of short-term borrowings by RMB1,050.4 million.

The Group managed to maintain its gearing ratio at a safe level by strengthening its management of liabilities (such as borrowings) and enhancing its control over financial risks. The Group generally does not experience any seasonality in borrowings. However, due to the fact that the Group’s capital expenditure is, by nature, planned in advance, long-term bank loans can be suitably arranged in advance of expenditures, while short-term borrowings are used to meet operational needs. The terms of the Group’s existing borrowings do not restrict its ability to distribute dividends for its shares.

 

  (2)

Gearing ratio

As of 31 December 2019, the Group’s gearing ratio was 34.07% (2018: 31.37%). The ratio is calculated using this formula: total liabilities/total assets multiply by 100%.

 

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Report of the Directors (continued)

 

  3.2.C

Research and development, patents and licenses

The Group owns various technology development departments, including Petrochemical Research Institute, Plastic Research Institute, Polyester Research Institute, Acrylic Fiber Research Institute and Environmental Protection Research Institute, which are responsible for research and development of new technologies, products, processes, equipment and environmental protection. The Group’s research and development expenses for 2017, 2018 and 2019 amounted to RMB36.7 million, RMB37.3 million and RMB93.0 million, respectively. The increase was mainly due to the increase in research and development investment in projects related to the control of potential safety hazards.

The Group does not rely on any patents, licenses, industrial, commercial or financial contracts or new production processes in any material respect.

 

  3.2.D

Off-Balance Sheet Arrangements

Please refer to note 33 to the financial statements prepared under IFRS in the full text of the 2019 annual report for details of the Group’s capital commitments. The Group did not provide any guarantee to external parties during the Reporting Period.

 

  3.2.E

Contractual obligations

The following table sets forth the Group’s obligations to repay loan principal in future as at 31 December 2019:

 

     Payment due and payable
by the following period as at 31 December 2019
 
     Total
(RMB’000)
     Within
1 year
(RMB’000)
     After 1 year
but within
2 years
(RMB’000)
     After 2 years
but within
5 years
(RMB’000)
     Over
5 years
(RMB’000)
 

Contractual obligations

              

Short term borrowings

     1,547,600        1,547,600        —          —          —    

Long term borrowings

     —          —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total contractual obligations

     1,547,600        1,547,600        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Report of the Directors (continued)

 

  3.2.F

Analysis of performance and results of in which the Company has controlling interests or investment interests during the Reporting Period

As at 31 December 2019, the Company had more than 50% equity interest in the following principal subsidiaries:

 

Company name

   Place of
registration
     Principal
activities
     Place for
principal
activities
     Type
of legal
person
     Percentage
of equity
held by the
Company
(%)
     Percentage
of equity
held by the
Group (%)
     Registered
capital
     Net profit/
(loss) for
the year
2018
(RMB’000)
 

Shanghai Petrochemical Investment Development Company Limited (“Shanghai Investment Development”)

     China       
Investment
management
 
 
     China       
Limited
company
 
 
     100.00        100.00      RMB 1,000,000        19,948  

China Jinshan Associated Trading Corporation (Jinshan Associated Trading)

     China       



Import and
export of
petrochemical
products and
equipment
 
 
 
 
 
     China       
Limited
company
 
 
     67.33        67.33      RMB 25,000        27,675  

Shanghai Jinchang Engineering Plastics Company Limited (“Shanghai Jinchang”)

     China       


Production of
polypropylene
compound
products
 
 
 
 
     China       
Limited
company
 
 
     —          74.25      US$ 9,154        -6,015  

Shanghai Golden Phillips Petrochemical Company Limited (“Shanghai Golden Phillips”)

     China       

Production of
polypropylene
products
 
 
 
     China       
Limited
company
 
 
     —          100.00      US$ 50,000        70,662  

Shanghai Jinmao International Trade Company Limited (“Jinmao International”)

     China       



Import and
export of
petrochemical
products and
equipment
 
 
 
 
 
     China       
Limited
company
 
 
     —          67.33      RMB 100,000        27,073  

 

 

Note: None of the subsidiaries have issued any debt securities.

The Group’s equity interests in its associates comprised an equity interest of 38.26%, amounting to RMB1,917.2 million, in Shanghai Chemical Industry Park Development Co., Ltd. (“Chemical Industry Park”), a company incorporated in the PRC; and an equity interest of 20%, amounting to RMB2,724.4 million, in Shanghai SECCO Petrochemical Company Limited (“Shanghai SECCO”), a company incorporated in the PRC. The principal business of Shanghai Chemical Industry Park Development Co., Ltd. includes planning, developing and operating the Chemical Industry Park in Shanghai, while the principal business of Shanghai SECCO is the production and distribution of petrochemicals.

 

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Report of the Directors (continued)

 

  (1)

Explanation of profits of major controlling companies and investing companies affecting more than 10% of the net profit of the Group

In 2019, Shanghai SECCO recorded a revenue of RMB28,341.0 million, and its profit after tax reached RMB3,338.6 million, among which RMB676.7 million was attributed to the Company.

In 2019, the Chemical Industrial Park recorded a revenue of RMB1,936.5 million and its profit after tax reached RMB583.4 million, among which RMB223.2 million was attributed to the Company.

 

  (2)

Analysis of operational performance of major controlling companies and investing companies with a 30% or more year-on-year change

 

  (a)

In 2019, net profit of Shanghai Investment Development amounted to RMB19.9 million, and operating performance decreased by RMB22.4 million from the previous year’s RMB42.3 million, mainly because of the operating underperformance in 2019, resulting in a decrease of RMB15.5 million in return on investment and a decline of operational performance.

 

  (b)

In 2019, net income of Jinshan Associated Trading amounted to RMB27.7 million, and operating performance increased by RMB22.6 million compared with the previous year, mainly because of the steady changes in the exchange rate of the US dollar in 2019 and the relatively stable price of chemical products. Gross profit margin of Jinshan Associated Trading was relatively stable throughout the year, and its operating performance returned to normal level. In addition, Jinshan Associated Trading vigorously reduced costs and fees this year, with net income amounting to RMB44 million.

 

  (c)

In 2019, net loss of Shanghai Jinchang amounted to RMB6 million, and operating performance decreased by RMB6.1 million, mainly because of the increasing price of polypropylene of Shanghai Jinchang and the sluggish downstream industry, resulting in a remarkable decrease in operational performance in 2019.

 

  (d)

In 2019, net profit of Shanghai Golden Phillips amounted to RMB70.7 million, up by RMB64.9 million from the previous year’s RMB5.8 million, mainly because of the revenue increase of 9.45% year-on-year, and the decrease of average purchasing price of raw materials, which resulted in a significant increase in net profit when the annual cost only increased by 0.94%.

 

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Report of the Directors (continued)

 

  3.2.G

Major suppliers and customers

The Group’s top five suppliers in 2019 were China International United Petroleum & Chemical Co., Ltd., Materials and Equipment Department of China Petroleum and Chemical Corporation, Shengyuan Ji (Jiangsu) Industrial Co., Ltd., Shanghai Gas Co., Ltd. and Shanghai International Holding Co. Total procurement costs involving these five suppliers, which amounted to RMB49,147.6 million, accounted for 51.59% of the total procurement costs of the Group for the year. The procurement from the largest supplier amounted to RMB43,887 million, representing 46.07% of the total costs of purchases by the Group for the year.

The Group’s top five customers in 2019 were East China Branch of Sinopec Sales Company Limited, Jiaxing Petrochemical Co., Ltd., Hengli Petrochemical (Dalian) Co., Ltd., Macau New Solar Co., Ltd., and Zhongtuo (Fujian) Industry Limited. Total sales to these five customers amounted to RMB48,734.6 million, representing 48.57% of the Group’s total turnover for the year. Sales to the Group’s largest customer amounted to RMB42,658 million, representing 42.51% of the Group’s total turnover for the year.

To the knowledge of the Board, among the suppliers and customers listed above, none of the Directors or shareholders of the Company (and their respective close associates) had any interests in Shengyuan Ji (Jiangsu) Industrial Co., Ltd., Shanghai Gas Co., Ltd., Shanghai International Holding Co, Jiaxing Petrochemical Co., Ltd., Hengli Petrochemical (Dalian) Co., Ltd., Macau New Solar Co., Ltd., and Zhongtuo (Fujian) Industry Co., Ltd. China International United Petroleum & Chemical Co. Ltd., Materials and Equipment Department of China Petroleum and Chemical Corporation, and East China Branch of Sinopec Sales Company Limited are subsidiaries of Sinopec Corp., the controlling shareholder of the Company.

 

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Report of the Directors (continued)

 

(II)

The Principal Operations of the Company during the Reporting Period

Discussion and analysis of the Company’s operation (Prepared under CAS)

 

  1.

Analysis of the Company’s major businesses

 

  1.1

Analysis of changes in the Consolidated Income Statement and the Consolidated Cash Flow Statement

 

                   Unit: RMB’000  

Item

   Amount for the
year ended

31 December 2019
     Amount for the
year ended 31
December 2018
     Increase/decrease
(%)
 

Revenue

     100,346,048        107,764,908        -6.88  

Cost of sales

     83,781,040        87,029,575        -3.73  

Selling and distribution expenses

     532,455        536,914        -0.83  

General and administrative expenses

     2,500,287        2,616,798        -4.45  

Financial expenses (“-” for financial income)

     -348,181        -293,429        18.66  

Research and Development Expenditure

     92,964        37,261        149.49  

Net cash inflow generated from operating activities (“-” for net outflow)

     5,121,209        6,695,099       
Inflow decreased
by 23.51
 

Net cash inflow used in investing activities (“-” for net outflow)

     -4,623,209        -1,928,369       
Outflow increased
by 139.75
 

Net cash inflow used in financing activities (“-” for net outflow)

     -1,800,792        -3,542,874       
Outflow decreased
by 49.17
 

 

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Report of the Directors (continued)

 

Analysis of major changes in the Consolidated Income Statement

 

     For the years ended
31 December
     Increase/
decrease
     Increase/
decrease
     Unit: RMB’000

Item

   2019      2018      amount      (%)     

Major reason for change

Financial expenses-net (“-” for income)

     -348,181        -293,429        -54,752        18.66     

Gain from exchange increased this year.

Investment income

     953,661        878,213        75,448        8.59     

Associated company Secco and Chemical Industrial Park’s net profit for the period increased by RMB263 million, resulting in investment accounted under the equity method increasing

Operating profit

     2,698,359        6,766,774        -4,068,415        -60.12     

Affected by the overall

Total profit

     2,654,116        6,748,976        -4,094,860        -60.67     

    economic environment

Net profit

     2,225,153        5,277,073        -3,051,920        -57.83     

    and the demands of downstream manufacturers, the price of the Company’s products fell sharply, while the Company’s raw material purchase prices and processing costs fell less, resulting in a significant reduction in profits.

Income tax expenses

     428,963        1,471,903        -1,042,940        -70.86     

The profit before tax decreased during the reporting period

 

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Report of the Directors (continued)

 

Analysis of major changes in the Cash Flow Statement

 

     For the years ended
31 December
     Increase/
decrease
     Increase/
decrease
     Unit: RMB’000

Item

   2019      2018      amount      (%)     

Major reason for change

Net cash inflow generated from operating activities (“-” for net outflow)

     5,121,209        6,695,099       

Inflow
decreased
by 1,573,890
 
 
 
    

Inflow
decreased
by 23.51%
 
 
 
  

The decline in the Company’s operating profit led to a decrease in net cash inflows.

Net cash inflow used in investing activities (“-” for net outflow)

     -4,623,209        -1,928,369       

Outflow
increased

by 2,694,840

 
 

 

    

Outflow
increased
by 139.75%
 
 
 
  

The Company’s total capital amount increased this year compared with the previous year, and the amount of structured deposits and fixed deposits increased, resulting in an increase in net cash outflows from investment activities.

Net cash inflow used in financing activities (“-” for net outflow)

     -1,800,792        -3,542,874       

Outflow
decreased

by 1,742,082

 
 

 

    

Outflow
decreased
by 49.17%
 
 
 
  

The amount of dividends distributed this year decreased by RMB541 million over the previous year, and the net growth of borrowings this year reached RMB1,050 million, resulting in a decrease in net cash outflows generated from financing activities.

 

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Report of the Directors (continued)

 

 

  1.2

Revenue

 

  (1)

Analysis of factors causing the changes in revenue

 

    

The weighted average prices (exclude VAT) of the Group’s synthetic fibres, resins and plastics, intermediate petrochemical products and petroleum products reduced by 13.24%, 11.48%, 17.48% and 4.28% respectively, bringing a lower revenue in 2019 compared with the previous year.

 

  (2)

Major customers

 

    

Please refer to 3.2.G for details of major customers of the Group.

 

  1.3

Cost of sales

 

  (1)

Analysis of cost of sales

 

   

In 2019, the Group’s costs of sales were RMB83,781 million, a decrease of 3.73% from the previous year’s RMB87,029.6 million, which was mainly due to the decrease in the price of the Group’s main raw materials.

 

    

The following table sets forth the details of the cost of sales of the Group during the Reporting Period:

 

     For the years ended 31 December         
     2019      2018         
     Amount
(RMB
million)
     % of total
cost of
sales
     Amount
(RMB
million)
     % of total
cost of
sales
     Increase/
decrease
(%)
 

Cost of raw materials

              

Crude oil

     47,077.7        56.20        46,168.7        53.05        1.97  

Ancillary materials

     10,024.3        11.96        10,420.5        11.97        -3.80  

Depreciation and amortisation

     1,413.3        1.69        1,465.6        1.68        -3.57  

Staff costs

     2,086.6        2.49        1,869.4        2.15        11.62  

Costs of trade

     21,566.4        25.74        26,370.0        30.30        -18.22  

Others

     1,612.7        1.92        735.4        0.85        119.30  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     83,781.0        100.00        87,029.6        100.00        -3.73  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Report of the Directors (continued)

 

  (2)

Major suppliers

 

    

Please refer to 3.2.G for details of major suppliers of the Group.

 

  1.4

Expenses

 

    

Please refer to “Analysis of changes in the Consolidated Income Statement and the Consolidated Cash Flow Statement” set forth in the “Discussion and Analysis of the Company’s Operations” for details of the changes in expenses of the Group.

 

  1.5

Research and development (“R&D”) expenditure

 

     Unit: RMB’000  

Expensed R&D expenditure during the Reporting Period

     92,963.55  

Capitalised R&D expenditure during the Reporting Period

     —    
  

 

 

 

Total R&D expenditure

     92,963.55  
  

 

 

 

% of R&D expenditure to revenue

     0.093  

Number of R&D personnel

     160  

% of number of R&D personnel to total number of staff

     0.02  

% of capitalised R&D expenditures

     —    

 

    

Please refer to 3.2.C for details of R&D, patents and licences of the Group.

 

  1.6

Cash Flow

 

    

Please refer to “Analysis of Changes in the Consolidated Income Statement and the Consolidated Cash Flow Statement” in this section for details of the changes in cash flow statement.

 

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Report of the Directors (continued)

 

  2.

Analysis of business operations by industry, product or geographical location segment

 

  2.1

Principal operations by industry or product

 

                                      Unit: RMB’000  

By industry

   Revenue      Cost of sales      Gross
profit/
(loss)
margin
(%)
     Increase/
decrease of
revenue as
compared to
the previous year
    Increase/
decrease of
cost of sales as
compared to
the previous year
    Change of
gross profit
margin as
compared to
the previous year
(percentage point)
 

Synthetic fibres

     2,200,229        2,486,042        -12.99        -1.14     -1.37    

Increased by 0.27

percentage points

 

 

Resins and plastics

     10,163,711        8,790,918        13.51        -5.28     -0.95    

Decreased by 3.78

percentage points

 

 

Intermediate petrochemical products

     10,511,143        9,095,702        13.47        -15.25     -2.49    

Decreased by 11.33

percentage points

 

 

Petroleum products (Note)

     54,886,705        41,156,331        25.02        -0.16     4.93    

Decreased by 3.63

percentage points

 

 

Trading of petrochemical products

     21,706,014        21,566,364        0.64        -18.28     -18.29    

Increased by 0.01

percentage points

 

 

Others

     429,292        370,132        13.78        -1.75     2.31    

Decreased by 3.42

percentage points

 

 

 

Note:

Gross profit margin is calculated according to the price of petroleum products, which includes consumption tax. Gross profit margin of petroleum products after deducting consumption tax amounted to 5.47%.

 

  2.2

Revenue by geographical location

 

            Unit: RMB’000  

Geographical location

   Revenue      Increase/decrease of revenue
compared with the previous year (%)
 

Eastern China

     78,623,268        -7.22  

Other regions in China

     3,375,019        -12.89  

Exports

     18,347,761        -4.18  

 

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Report of the Directors (continued)

 

  3.

Analysis of assets and liabilities

 

                                        Unit: RMB’000
     As at 31 December 2019      As at 31 December 2018      Change of
amount on
31 December
2019
compared to
      
            % of total             % of total      31 December       

Item

   Amount      assets      Amount      assets      2018 (%)     

Major reason of the change

Inventories

     6,754,434        14.80        8,120,875        18.23        -16.83     

During the year, the Company strengthened its inventory control and achieved effective results in reducing inventory funds. The average inventory balance for the whole year decreased significantly.

Short-term borrowings

     1,547,600        3.39        497,249        1.12        211.23     

The Company’s new borrowings with lower financing costs were used to support daily operating funds.

Other non-current assets

     3,511,234        7.69        —          —          100.00     

The non-current assets added during the period was the three-year time deposits purchased by the Company.

 

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Report of the Directors (continued)

 

  4.

Others

 

  (1)

Directors, Supervisors, senior management and employees

 

    

Please refer to the Chapter 5 “Directors, Supervisors, Senior Management and Employees” in this annual report.

 

  (2)

Purchase, sale and investment

 

    

Save as disclosed in this annual report, there was no material purchase or sale of the Group’s subsidiaries, associates or joint ventures or any other material investments in 2019.

 

  (3)

Pledge of assets

 

    

As at 31 December 2019, no fixed assets were pledged by the Group (31 December 2018: Nil).

 

  (4)

Material events after the Reporting Period

 

    

Please refer to Chapter 3 “Report of the Directors” for the disclosure of the impact brought by COVID-19. Apart from the above disclosure, the Board of directors is not aware of any material events affecting the Group since the end of the Reporting Period.

 

  5.

Financial assets and financial liabilities held in foreign currencies

 

  As

at 31 December 2019, bank deposits denominated in foreign currencies held by the Group are equivalent to RMB336,078,000.

 

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Report of the Directors (continued)

 

  6.

Investment of the Company

 

  6.1

Entrusted wealth management and entrusted loans

 

  (1)

Entrusted wealth management

 

    

The Company did not engage in any entrusted wealth management during the Reporting Period.

 

  (2)

Entrusted loans

 

    

The Company did not engage in any Entrusted loans during the Reporting Period.

 

  6.2

Analysis of the companies in which the Company has controlling interests or investment interests

Please refer to 3.2.F “Analysis of performance and results of major companies in which the Company has controlling interests or investment interests during the Reporting Period” contained in section II “Management Discussion and Analysis” of this chapter for details on the analysis of the major companies in which the Company has controlling interests or investment interests.

 

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Report of the Directors (continued)

 

 

  6.3

Non-fundraising projects

In 2019, the capital expenditures of the Group amounted to RMB1,820 million, representing a increase of 80.02% as compared with RMB1,011 million in 2018. Major projects include the following:

 

Major Project

   Total
amount of
project
investment
RMB’ 00,000,000
     Amount of
project
investment
during the
Reporting

Period
RMB’ 00,000,000
     Project
progress as at
31 December
2019
 

Oil cleaning project 400,000 tons/year clean gasoline components units

     7.82        4.20       
Under
construction
 
 

Second stage of PAN (Polyacrylonitrile) based carbon fiber project with annual production of 1500 tons

     3.23        2.10       
Under
construction
 
 

Function Reconstruction of Emergency Shut-off Valve in the Tank Area of the Storage and Transportation Department

     0.77        0.54       
Under
construction
 
 

Separation of Waste and Clear Water Project in the Tank Area of Storage and Transportation Department

     0.64        0.38       
Under
construction
 
 

Upgraded Factory Facilities Reconstruction of Bunker Fuel Oil

     0.48        0.38        In Operation  

Equity Investment in Power Distribution Companies

     4.00        3.20        In Progress  

 

Note:

In addition to the major capital expenditure items disclosed in the above table, the total capital expenditure of other projects of the company is RMB740 million.

The Group’s capital expenditures for 2020 are estimated at approximately RMB1,500 million.

 

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Report of the Directors (continued)

 

(III)

Discussion and analysis on future development of the Company

 

  1.

Industry competition and development trends

At present, the world economy is still undergoing in-depth adjustments in the wake of the international financial crisis and with the sudden outbreak of COVID-19 in multiple localities, it is expected that the global turmoil and risks will increase in 2020. Although the progress of trade negotiations between China and the United States has turned around, the global trade frictions have not been fundamentally improved. International direct investment remains sluggish, the room for global policy adjustment is limited, and the overall economic situation is still not optimistic.

China’s economy is facing an interlacing of increasing unstable and uncertain factors in the external environment as well as internal structural, institutional, and cyclical issues. There are still many risks and challenges faced by the economic operation and rising downward pressure on the economy. However, the basic trend of China’s economy maintaining a steady and long-term growth remains unchanged. China will continue to implement proactive fiscal policy and prudent monetary policy, further deepen the reform of economic system and promote high-quality development; therefore, it is estimated that China’s economic operation will be kept within a reasonable range.

In 2020, the world oil market witnesses more uncertainties. The easing trade tension and more proactive fiscal policies and loose monetary policies adopted by countries will bring a boost to oil demand to some extent. In terms of supply, the non-OPEC oil supply increment will still exceed the demand increment. In general, the fundamentals of the world oil market still face excessive pressure: geopolitical events may increase the volatility of oil prices; the impact of the US dollar on oil prices may continue to decline; and factors such as the Sino-US trade relations, Brexit and the US general election may also materially bear on the trend of oil prices. The outbreak of COVID-19 at the beginning of the year and the sudden increase in crude oil production by Saudi Arabia has greatly affected oil prices. It is expected that the overall international crude oil prices will face greater downward pressure in 2020.

The domestic petrochemical industry is facing the challenge of a downturn cycle. In 2020, a number of large projects integrating refinery and petrochemical capacity will enter the production capacity launch period, directly affecting the market pattern and product prices. The more stringent national requirements for the safety and environmental protection of the petrochemical industry, the establishment of China Oil & Gas Piping Network Corporation, the full implementation of new regulations for low-sulfur marine fuel oil and other in-depth advancement of industry reforms will have a direct and long-term impact on the industry. The outbreak of COVID-19 at the beginning of the year weakened industry demand, and there may be recoverable growth after the epidemic, while the industry situation is expected to be more complicated throughout the year.

 

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Report of the Directors (continued)

 

  2.

Development strategies of the Company

The Company aims to build itself into a “leading domestically, first-class globally” energy and chemical and new material enterprise. In accordance with the current situation and development trend of the world petrochemical industry, as well as the development trend of the domestic oil and petrochemical products market, especially in East China, the Company sets its development strategy as: to take into account both low cost and differentiation and to focus on both scale and refinement to realize low cost and large scale of the upstream and high added value and refinement of the downstream. The Company will give full play to its advantages of wide product chain, diversified products and close monitoring of the market to enhance competitiveness. Under the guidance of the development strategy, the Company further integrates the existing three processing chains of oil refining, olefin and aromatics with the development idea of “One Leader, One Core and One Base”, enterprise resource optimization and development plan in Shanghai. The Company also innovates the new development mode integrated refinery and petrochemical capacity with the concept of molecular refining and petrochemicals, further advances industrial integration, selectively develops the downstream petrochemical product chain with cost and logistics advantages as well as market support, and builds a green energy, fine petrochemical, and high-end materials industrial base with world-scale and first-class competitiveness on the northern shore of Hangzhou Bay, forming an unparalleled industrial complex with a stable profit model.

 

  3.

Business plans

In 2020, the Group will continue to adhere to the market-oriented and efficiency-centered strategy, constantly improve the level of safety and environmental protection, further strengthen system optimization and cost reduction and promote industrial restructuring, reform and innovation as well as the establishment of leader teams to strive to overcome the impact caused by COVID-19, weather the global economic downturn, ease the pressure of the sharp decline of crude oil prices on the Company’s short-term performance, and maintain stable production and operation.

In 2020, the Company plans to process a total of 15.30 million tons of crude oil and produce a total of 9.27 million tons of refined oil, 0.82 million tons of ethylene, 0.66 million tons of paraxylene, 0.92 million tons of plastic resin, 0.65 million tons of raw materials of synthetic fibers, 0.44 million tons of synthetic fiber polymers and 0.20 million tons of synthetic fibers.

In order to realize the operation goal of 2020, the Group will conscientiously do the following work:

 

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Report of the Directors (continued)

 

  (1)

Improve the level of safety and environmental protection

The Group will promote the effective operation of HSSE management system and fully implement the responsibilities of a HSSE management entity; strengthen learning to promote employees to consciously develop habits of safety and environmental protection, establish a sound linking mechanism of employees’ production safety behaviors and assessment and incentives, and form the long-term and effective HSSE management culture. In order to promote centralized management of safe production, the Group will fully promote process safety management, strengthen the management of contractor and direct operation, and formally establish the ledger of dangerous chemicals (major hazard sources). Furthermore, the Group will continuously strengthen management of of environmental protection facilities to achieve consistent compliance and operation, and promote programs such as LDAR Full Coverage and “10,000 Employees Checking Odor” to ensure a declining concentration of VOCs at the plant boundary. The Group will strengthen carbon emission management, continue to promote energy efficiency and energy conservation to continuously reduce energy and resource consumption.

 

  (2)

Keep smooth operation of production devices

Based on the reinforcing of unplanned halt control, the Group will strictly control “three minors”, namely, minor fluctuation, minor anomaly and minor deviation, and resolutely guard against “three unplanneds”, namely, unplanned halt, unplanned shutdown and unplanned closedown in an attempt to improve the level of stable operation. The Group will promote the construction of equipment integrity management system, strengthen preventive maintenance and overhaul, ensure the quality management system of the whole process, and focus on the device maintenance mainly for B series replacement of RDS device. Besides, the Group will reinforce alert management, change management, self-control rate management and intelligent inspection, organize labor competitions to improve the reliability of devices, and continuously improve the level of automation control and long-term operation of devices.

 

  (3)

Improve system optimization and tap potential for cost reduction and efficiency improvement

The Group will reinforce the analysis of the crude oil market situation, and research and apply hedging tools to reduce crude oil costs. To improve the level of system optimization, the Group will deepen the concept of whole process optimization, promote the construction of crude oil online reconciliation system, and timely carry out the outsourcing of resources such as raw oil and MTBE. Meanwhile, the Group will further advance the implementation of a number of strategies including increasing the production of gasoline and aviation fuel, reducing the production of diesel and coke, ensuring profitability in petrochemical sector and expanding marine fuel oil. The Group will adhere to dynamic adjustment, strengthen the tracking of marginal contribution of chemical equipment in each product chain, and optimize product structure timely. Besides, the Group will attach great importance to mutual supply of raw materials with Shanghai Secco, actively strive for Sinopec’s internal

 

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Report of the Directors (continued)

 

and social high-quality resources, to ensure the efficient high load operation of devices. In addition, the Group will strictly control inventory and reduce costs, adhere to the low inventory strategy, strengthen comprehensive dynamic management, purchase crude oil reasonably, so as to control crude oil inventory. Meanwhile, the Group will pay attention to material reserve management, optimize material reserve manner, ensure the inventory control management of raw material, intermediate material and finished products at a reasonable level. As a result, the inventory structure can be further optimized. Furthermore, the Group will vigorously promote the standardized material procurement, and improve procurement quality and efficiency, so as to control procurement costs. The Group will continue to focus on the evaluating of major costs and expenses and increase the budget and final account management of major costs such as inspection and maintenance, to achieve overall control of costs and expenses.

 

  (4)

Accelerate the adjustment of industrial structure and make breakthrough in core technologies

The group will fully launch the establishment work of “14th Five-Year Plan”, actively promote refining clean-up transformation, the construction of 48K large tow carbon fiber, and the third loop of 220kv power supply engineering. The company will ensure the pre-commissioning and full production of the projects like the refining clean-up project and the 2nd phase of the carbon fiber project on time. Besides, the company will also establish new materials innovation research centers, promote the R&D of carbon fiber composite and industrial cultivation, accelerate the formation of industrial cluster advantages, and give great impetus to the domestication of key devices like oxidation furnaces and carbonization furnaces.

 

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Report of the Directors (continued)

 

  (5)

Further strengthen corporate management and advance the reform of management system

In accordance with the development needs of the industry, the Company will explore the development models of its four major sectors, namely, oil refining, petrochemical, new materials and capital operations, adjust and optimize capabilities and settings of functional departments, sort out problems and difficulties of the existing management process, and study methods for system improvement to promote management optimization. In addition, the Company will improve the performance evaluation system based on the balanced scorecard, highlighting value unleash, benefit orientation, innovation and vitality, and effectively transforming strategic goals into action goals. The Company will promote the strategy of “boosting enterprises through talents”, actively advance the establishment of competence system for management leaders and the implementation of fault tolerance and error correction systems, intensify the training and recruitment of medium- and high-level technical and skilled personnel, improve the cultivation and incentive mechanism of scientific and technological talents, and carry out and strengthen staff training to improve the comprehensive quality, operational skills and emergency response capabilities of skilled personnel in an all-round way.

 

  4.

Risk exposure

 

  (1)

The cyclical characteristics of the petroleum and petrochemicals market and price volatility in crude oil and petrochemical products may have an adverse impact on the Group’s operations

A large part of the Group’s revenue is derived from the sales of refined oil and petrochemical products. Historically, such products have been cyclical in nature and relatively sensitive to macroeconomic changes. Additionally, changes in regional and global economic conditions, productivity and output, prices and supply of raw materials, consumer demand and prices and supply of substitutes also have an effect. From time to time, these factors have a material impact on the prices of the Group’s products in regional and global markets. Given the reduction of tariffs and other import restrictions as well as the relaxation of control by the PRC government over the distribution and pricing of products, a substantial number of the Group’s products will increasingly be subject to the cyclical impact in the regional and global markets. In addition, the prices of crude oil and petrochemical products will remain volatile, and uncertain. Higher crude oil prices and lower petrochemical products prices are likely to have a negative impact on the Group’s business, operating results and financial condition.

 

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Report of the Directors (continued)

 

  (2)

The Group may be exposed to risks associated with the procurement of imported crude oil and may not be able to pass on all increased costs due to rising crude oil price

At present, the Group consumes a significant amount of crude oil for the production of petrochemical products. More than 95% of the crude oil consumption is imported. In recent years, crude oil prices have been subject to significant fluctuations due to a variety of factors, and the Group cannot rule out the possibility of any major unexpected event which may cause a suspension in crude oil supply. The Group has attempted to mitigate the effects of increased costs from rising crude oil prices by passing them on to the customers, but the ability to do so is limited because of market conditions and government control over the pricing of refined oil products. Since there is a time-lag between increases in crude oil prices and increases in petrochemical product prices, higher costs cannot be totally offset by raising the selling prices. In addition, the State also imposes control over the distribution of some petroleum products within China. For instance, some of the Group’s petroleum products are required to be sold to designated customers (such as subsidiaries of Sinopec Corp). Hence, when crude oil prices are high, the higher costs cannot be totally offset by raising the selling prices of the Group’s petroleum products.

 

  (3)

Modest capital expenditures and financing requirements are required for the Group’s development plans, presenting a number of risks and uncertainties

The petrochemical industry is a capital-intensive industry. The Group’s ability to maintain and raise income, net income and cash flows is closely connected with ongoing capital expenditures. The Group’s capital expenditures are estimated to amount to approximately RMB1,500 million in 2020, which will be met by financing activities and by internal funding. The Group’s effective capital expenditures may vary significantly due to the Group’s ability to generate sufficient cash flows from operations, investments and other factors that are beyond control. Furthermore, there is no assurance as to the completion, cost or outcome of the Group’s fund-raising projects.

The Group’s ability to secure external financing in the future is subject to a number of uncertainties which include the Company’s operating results, financial conditions and cash flow in the future; China’s economic conditions and the market conditions for the Group’s products; financing costs and conditions of the financial market, and issuance of government approval documents, as well as other risks associated with the development of infrastructure projects in China and so forth. The Group’s failure to secure sufficient financing required for its operations or development plans may have a negative impact on the Group’s business, operating results and financial condition.

 

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Report of the Directors (continued)

 

  (4)

The Group’s business operations may be affected by existing or future environmental protection regulations

The Group is subject to a number of environmental protection laws and regulations in China. Waste products (waste water, waste gas and waste residue) are generated during the Group’s production operations. Currently the Group’s operations fully comply with all applicable Chinese environmental protection laws and regulations. However, the Chinese government may further enforce stricter environmental standards, and the Group cannot assure that the central or local governments will not issue more regulations or enforce stricter regulations which may cause the Group to incur additional expenses on environmental protection measures.

 

  (5)

Changes in the monetary policy and fluctuations in the value of Renminbi may have an adverse impact on the Group’s business and operating results

The exchange rate of the Renminbi against the US Dollar and other foreign currencies may fluctuate and is subject to alterations due to changes on the Chinese political and economic situations. In July 2005, the PRC government overhauled its policy of pegging the value of the Renminbi to the US dollar by permitting the Renminbi to fluctuate within a certain band against a basket of foreign currencies. Since the adoption of this new policy, the value of the Renminbi against the US dollar fluctuates daily. In addition, the Chinese government has been under international pressure to further ease its exchange rate policy, and may as a result further change its currency policy. A small portion of our cash and cash equivalents are denominated in foreign currencies, including the US dollar. Any increase in the value of Renminbi against other currencies, including the US dollar, may decrease the Renminbi value of our cash and cash equivalents that are denominated in foreign currencies. On the other hand, most of our revenue is denominated in Renminbi, but a major part of our procurement of crude oil, certain equipment and certain debt repayments are denominated in foreign currencies. Any devaluation of Renminbi in the future will increase our costs and jeopardize profitability. Any devaluation of Renminbi may also have an adverse impact on the value of dividends payable in foreign currencies by the Group for H shares and American Depository Securities.

 

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Report of the Directors (continued)

 

  (6)

Connected transactions may have an adverse impact on the Group’s business and economic efficiency

The Group will, from time to time, continue to conduct transactions with the Group’s controlling shareholder Sinopec Corp. and Sinopec Corp.’s controlling shareholder Sinopec Group as well as their connected parties (subsidiaries or associates). These connected transactions include the provision of the following services by such connected parties to the Group: raw materials purchases, agency sale of petrochemical products, construction, installation and engineering design services, petrochemicals industry insurance services and financial services, and the sale of petroleum and petrochemical products by the Group to Sinopec Corp. and its connected parties. These connected transactions and services conducted by the Group are carried out under normal commercial terms and in accordance with the relevant agreements. However, if Sinopec Corp. and Sinopec Group refuse to conduct such transactions or revise the agreements between the Group and itself in a manner unfavorable to the Group, the Group’s business and business efficiency will be adversely impacted. Furthermore, Sinopec Corp. has an interest in certain sectors that are directly or indirectly competing with or which may compete with the Group’s business. Since Sinopec Corp. is the controlling shareholder of the Group and its own interests may conflict with those of the Group, it may act for its own benefit regardless of the Group’s interests.

 

  (7)

Risks associated with control by the majority shareholder

Sinopec Corp., the controlling shareholder of the Company, owns 5,460,000,000 shares of the Company, which represents 50.44% of the total number of shares of the Company and gives it an absolute controlling position. Sinopec Corp. may, by using its controlling position, exercise influence over the Group’s production operations, fund allocations, appointment or removal of senior staff and so forth, thereby adversely affecting the Group’s production operations as well as minority shareholders’ interests.

 

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Report of the Directors (continued)

 

Section III Analysis of Operating Information in Chemical Industry

 

  (I)

Basic information of the industry

 

  1.

Industry policy and changes

In 2019, with the formation of large regulatory landscape of soil, water, solid waste and gas, various environmental protection policies have moved from era of beginning to era of comprehensive implementation, and various environmental protection indicators have gradually been refined, and environmental protection inspections have become more normalized. At the same time, the state’s market-oriented reform of the oil and gas industry has continued. By the end of the year, the entire industrial chain has been liberalized to social capital, providing new impetus for petrochemical industry adjustment and moving forward to large-scale, high-end development and opening up. However, the continuous development will also put competitive pressure on traditional petrochemical companies.

 

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Report of the Directors (continued)

 

In terms of safety and environmental protection policies, on 19 January, the Ministry of Ecology and Environment issued Administrative Licensing on Canceling Construction Projects Environmental Impact Assessment and cancelled licensing items on construction projects environmental impact assessment. On 17 February, State Administration of Work Safety issued Regulation on Emergency Responses to Work Safety Accidents, which came into effect on 1 April. This Regulation clearly stipulates the responsibilities and necessary measures to be taken by local governments at all levels, Ministry of Emergency Management, accident units and their principals in emergency handling and rescue, as well as their corresponding legal liabilities. On 1 March, the Risk Criteria for Hazardous Chemicals Production Unit and Storage Installations, issued by State Administration for Market Regulation, came into effect. The Criteria specifies acceptable risk benchmark for personal and social risks in hazardous chemicals production units and storage installations, and the risk determination applicable to the location of hazardous chemicals production unit and storage installations and surrounding land use planning. On 1 March, the Identification of Major Hazard Installations, revised by the State Administration of Work Safety, came into effect. The basis of the Identification was changed from the original List of Dangerous Goods (GB12268) and Safety Rules for Classification, Precautionary Labelling and Precautionary Statements of Chemicals (GB20592-2006) to Regulations for Classification and Labelling of Chemicals, a series of national standards, such as GB30000.2, GB30000.5. On 29 May, Ministry of Ecology and Environment issued Standard for Fugitive Emission of Volatile Organic Compounds. The Standard specifies the requirements for fugitive emission control for storage of VOCs materials, the fugitive emission control requirements for VOCs material transfer and transportation, the fugitive emission control requirements for VOCs during the technological process, the VOCs leakage control requirements for equipment and pipeline components, fugitive emission control requirements for uncovered liquid surface VOCs, requirements for VOCs fugitive emission and exhaust gas collection and treatment system, and the pollution monitoring requirements for the company’s plant area and surrounding areas. On 11 July, State Administration of Work Safety revised Measures for the Administration of Contingency Plans for Work Safety Incidents, which came into effect on 1 September. The Measures adjusted preliminary plan assessment and filing of enterprises, added hazardous chemical transportation enterprises, and removed construction enterprises; added “hazardous chemical transportation enterprises” to the production-operation units, which should conduct emergency plan assessment every three years. If the production-operation units failed to file emergency plan in accordance with the provisions and failed to make corrections within the time limit after the time limit was ordered, the amount and scope of punishment will be increased and widened. Penalties can be imposed not only on production-operation units, but also on directly responsible supervisors and other directly responsible persons. On 27 August, Ministry of Public Health revised Occupational Exposure Limits for Hazardous Agents in the Workplace for Chemical Hazardous Agents, which came into effect on 1 April, 2020. Six normative references and nine concepts or definitions related to occupational exposure limits were added. The revision clearly listed the adverse health effects on which occupational exposure limits were formulated, and added the principles of occupational exposure limits for hazardous agents in the workplace and requirements for occupational exposure classification control, etc.

 

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In terms of industrial policies, on 18 January, National Energy Administration issued Opinions on the Energy Industry’s Promotion of Legal Governance. According to the Opinions, by 2020, new breakthroughs should be made in in key energy legislation projects, and energy regulation system should be fundamentally established. By 2025, energy industry should be governed by law, and a system of energy laws and regulations has been formed to modernize the law-based governance system and governance capabilities. On 25 January, Ministry of Commerce issued “Ruling of the Final Review of the Anti-dumping Measures against Imports of Ethylene Glycol Monobutylether and Diethylene Glycol Monobutylether Originated in the United States and the EU (關於對原產於美國和歐盟的乙二醇和二甘醇的單丁醚反傾銷措施期終複審裁定的公告)”, deciding to continue to impose anti-dumping duties on imported ethylene glycol and diethylene glycol monobutyl ether originating in the United States and the European Union from 28 January. On 30 June, State Development & Reform Commission and Ministry of Commerce issued Catalogue of Industries for Encouraging Foreign Investment (2019 Version), which came into effect on 1 July. The Catalogue (2019 Version) covers the production of high-tech chemical fibers such as carbon fibers and HSHMPE, high-end Polyolefin such as mPE continuous copolymerization modification of differentiated and functional polyester (PET), production, storage, transportation, liquefaction of hydrogen fuel, and comprehensive utilization, treatment, and disposal of waste gas, waste liquid, waste residue, etc. On 30 June, State Development & Reform Commission and Ministry of Commerce issued Special Administrative Measures (Negative List) for the Access of Foreign Investment (2019), which came into effect on 30 July. The Measures eliminate the requirement that the exploration and development of oil and natural gas (excluding coalbed methane, oil shale, oil sands, shale gas, etc.) be limited to joint ventures and cooperation. On 27 August, General Office of the State Council issued Opinions on Accelerating the Development of Circulation Industry and Promoting Consumer Spending. The Opinions propose to cancel the approval of the wholesale storage of refined oil products, decentralize the retail qualification to prefecture-level cities, and use the collective land for gas stations that are under township level. On 6 November, State Development & Reform Commission issued Amending the Relevant Entries under the Catalogue for Guiding Industrial Restructuring (2019 version), which came into effect on 1 January, 2020. Within the petrochemical chemical industry, the development and application of high-standard oil production technology, coal to MPX, and the development and production of biopolymer materials are included in the encouraged category. Newly built atmospheric and vacuum below 10 million tons/year, catalytic cracking below 1.5 million tons/year, continuous reforming below 1 million tons/ year (including aromatics hydrocarbon extraction), and hydrocracking production units below 1.5 million tons/year are included in the restricted category. On 9 December, the long-awaited National Petroleum and Natural Gas Pipe Network Group Co., Ltd was officially listed. On 22 December, the Central Committee of the Communist Party of China and State Council issued Opinions on Creating a Better Development Environment and Supporting the Reform and Development of Private Enterprises. The Opinions propose to support private enterprises to participate in the fields of oil and gas exploration and production, refining and sales, and to build infrastructures for crude oil, natural gas, refined oil storage and transportation and pipeline transportation, and to support qualified enterprises to participate in crude oil imports and refined oil exports.

 

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  2.

Basic situation of major segments and the Company’s industry status

The 2019 Economic Operation Report of China Petroleum and Chemical Industry released by China Petroleum and Chemical Industry Federation showed that the development features of the petrochemical industry in China in 2019 could be summarized by “one stable, three ups and downs and four unseen in many years”, the details of which were as follows:

In 2019, China’s crude oil output increased by 0.8% year-on-year to 191 million tons, the first positive growth in the past four years; the total output of major chemicals increased by about 4.6% year-on-year.

The operating revenue increased, and the total profit decreased. In 2019, there were about 26,300 enterprises above designated size in the petroleum and chemical industry, with total assets of RMB13.4 trillion, an increase of 7.7%, and asset liability ratio of 55.9%, which was lower than the debt ratio of 56.56% in the national industry. The operating revenue of the entire petroleum and chemical industry reached RMB12.27 trillion, a year-on-year increase of 1.3%, the lowest in four years. The total profit amounted to RMB668.37 billion, a decrease of 14.9%, which was not seen in the past four years. The profit margin of operating revenue of the entire industry was 45%, down 1.04 percentage points year on year. Among all, the profit of refining industry decreased by

42.1%, the biggest drop in the past five years; the profit of chemical industry decreased by 13.9% (mainly concentrated in fertilizers and basic chemicals), the biggest drop in the past decade. The industry’s operating profit margin was 45%, a year-on-year decrease of 1.04 percentage points.

The main reasons for the decline of industry-wide revenues were the increase of operating costs and the decrease of product prices. In 2019, the industry-wide operating costs increased by 3.1%. Of the 84 organic chemicals monitored, only 14 rose in average prices throughout the year.

The volume of foreign trade increased, and the volume of import and export decreased. In 2019, the total imports and exports reached USD722.21 billion, down 2.8% year on year, the first negative growth in recent three years. Imports of crude oil, natural gas, organic chemicals, synthetic resins as well as exports of refined oil, fertilizers and polyesters all increased year on year, but the total annual import and export volume of decreased by 2.8%. Among them, the exports amounted to USD226.95 billion, down 1.8%; the imports amounted to USD495.26 billion, down 3.3%.

 

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At present, severe overcapacity has become a prominent problem in the development of petroleum and chemical industry. In 2019, China’s refining capacity has exceeded 850 million tons/year, with a capacity utilization rate of about 76%, a relatively low level. In terms of market demand, there is still a shortage of ethylene and polyethylene in the domestic market, yet the global polyethylene market has been in the predicament of oversupply and will face greater excess pressure in 2020. According to statistics from the China Petroleum and Chemical Industry Federation, in 2019, the global ethylene production capacity will increase by 6.1 million tons; the polyethylene production capacity will increase by 6.95 million tons with an additional 8.34 million tons in 2020.

The Group is one of the major large-scale enterprises integrating refining and petrochemical capacity in China. As its production capacity of main products remained unchanged in recent years, while other domestic enterprises focused on expanding their capacity, the production of ethylene, paraxylene, glycol and other products of the Group accounted for significantly less market share domestically of similar products in 2019. In 2019, the output of the Group’s main products accounted for 2%-3% of the corresponding national output.

 

  (II)

Products and production

 

  1.

Main operating model

The Company’s main operating models are: crude oil procurement; processing and production of synthetic fibre, resin, plastic, intermediate petrochemical products and petroleum products; realizing profit through product sales.

 

  2.

Main products

 

Product

  

Industry segment

  

Primary upstream
raw material

  

Transport/storage

method

  

Primary downstream
application fields

  

Key

price-influencing

factors

Diesel    Petroleum products    Petroleum    Pipeline transportation and shipping/ storage tank    Transportation fuel, agricultural machinery fuel    International crude oil price, government control
Gasoline    Petroleum products    Petroleum    Pipeline transportation and shipping/ storage tank    Transportation fuel    International crude oil price, government control
Jet Fuel    Petroleum products    Petroleum    Pipeline transportation and shipping/ storage tank    Transportation fuel    International crude oil price, supply-demand balance
PX    Intermediate petrochemical products    Naphtha    Road transportation/ storage tank    Intermediate petrochemical products and polyester    Raw material price, supply-demand balance

 

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Product

  

Industry segment

  

Primary upstream
raw material

  

Transport/storage

method

  

Primary downstream
application fields

  

Key

price-influencing

factors

Benzene    Intermediate petrochemical products    Naphtha    Road transportation, shipping, rail transportation/ storage tank    Intermediate petrochemical products, styrene, plastic, explosive, dye, detergent, epoxy resin, chinlon    International crude oil price, market supply-demand condition
Ethylene Glycol    Intermediate petrochemical products    Naphtha    Road transportation/ storage tank    Fine Chemicals engineering    International crude oil price, market supply-demand condition
Ethylene Oxide    Intermediate petrochemical products    Naphtha    Road transportation, pipeline transportation/ storage tank    Chemical and medical industry intermediate products, including dyes, detergents and auxiliary    International crude oil price, market supply-demand condition
Ethylene    Intermediate petrochemical products    Naphtha    Road transportation, pipeline transportation, shipping/storage tank    PE, EG, PVC and other raw material for further processing of intermediate petrochemical products such as resins, plastics and synthetic fibres    International crude oil price, supply- demand balance
PE    Resins and plastics    Ethylene    Road transportation, shipping and rail transportation/ warehousing    Film, mulching film, cable insulation material and housewares, toys injection moulding products    Raw material price and market supply-demand condition

PP

   Resins and plastics    Propylene    Road transportation, shipping and rail transportation/ warehousing    Film, mulching film, housewares, toys, household appliances and auto parts injection moulding products    Raw material price and market supply-demand condition
Polyester chips    Resins and plastics    PTA, EG    Road transportation, shipping and rail transportation/ warehousing    Polyester fibre or film, container    Raw material price and market supply-demand condition
Acrylics    Synthetic fibres    Acrylonitrile    Road transportation, shipping and rail transportation/ warehousing    Simple spinning or blend with other material for texture or acrylic top    Raw material price and market supply-demand condition
Polyester    Synthetic fibres    Polyester    Road transportation, shipping and rail transportation/ warehousing    Texture, apparel    Raw material price and market supply-demand condition

 

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     Production     Sales  
     2019      2018      Year-on-year     2019      2018      Year-on-year  

Products

   (10,000 tons)      (10,000 tons)      change     (10,000 tons)      (10,000 tons)      change  

Diesel Note1

     384.50        373.08        3.06     384.14        372.70        3.07

Gasoline

     346.84        322.92        7.41     345.31        325.67        6.03

Jet Fuel Note1

     187.86        146.82        27.95     135.39        100.37        34.89

Paraxylene

     66.68        67.30        -0.92     45.55        49.82        –8.57

Benzene Note2

     37.33        34.86        7.09     32.98        31.02        6.32

Ethylene Glycol

     28.67        41.52        -30.95     18.23        30.65        –40.52

Ethylene Oxide

     27.55        19.43        41.79     26.69        18.48        44.43

Ethylene Note2

     84.13        77.78        8.16     0.19        2.90        -93.45

Polyethylene

     53.73        41.79        28.57     53.58        41.62        28.74

Polypropylene

     46.96        49.36        -4.86     43.36        49.37        –12.17

Polyester Pellet Note2

     35.90        40.65        -11.69     28.09        27.18        –3.35

Acrylic

     13.69        11.32        20.94     13.70        11.33        20.92

Polyester Staple

     3.94        4.77        -17.40     3.94        4.16        –5.29

Note 1: Sales volume does not include the processing business.

Note 2: The difference between production and sales is internal sales.

The above-mentioned sales volume does not include the trading of petrochemical products of the Group.

 

  3.

R&D and Innovation

Please refer to 3.2.C of the section Management Discussion and Analysis in this chapter for details of the R&D and innovation of the Group.

 

  4.

Production techniques and processes

The key component of the vertically integrated production facility of the Company is the ethylene facility producing ethylene and propylene and aromatics facility mainly producing paraxylene and benzene. Ethylene is the main raw material for the production of polyethylene and ethylene glycol, while ethylene glycol and PTA polymerization produces polyester. Propylene is the main raw material for the production of acrylics and polypropylene. The above-mentioned products all use crude oil as raw material and are processed through a series of petrochemical facilities. The chart below illustrates in brief the production processes of the Company.

 

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LOGO

 

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  5.

Capacity and operation status

 

Key production facilities (number of sets)

   Designed
capacity
(tons)
     Capacity
Utilization
(%)
 

Crude oil distillation facility (2)

     14,000,000        99.15  

Hydrocracking facility (2)

     3,000,000        90.18  

Ethylene facility

     700,000        109.76  

* Aromatics facility (2)

     835,000        98.91  

PTA facility

     400,000        81.40  

Ethylene oxide/Ethylene glycol facility (2)

     525,000        91.04  

Catalytic cracking

     3,500,000        102.32  

Delayed coking (2)

     2,200,000        87.94  

** Diesel hydrogenation (2)

     3,850,000        96.20  

** Acrylonitrile facility

     650,000        101.37  

C-5 Separation (2)

     205,000        137.85  

*** Polyester facility (3)

     550,000        88.11  

**** Polyester staple fibre facility (2)

     158,000        88.39  

Polyester filament facility

     21,000        82.47  

Acrylics staple fibre facility (3)

     141,000        113.58  

Polyethylene facility (3)

     408,000        97.80  

Polypropylene facility (3)

     400,000        98.48  

Vinyl acetate facility

     86,000        93.54  

 

*

No. 1 PX facility (235,000 tons/year) was suspended for the whole year.

**

No. 2 Diesel hydrogenation facility (1,200,000 tons/year) was revamped into acrylonitrile facility by the end of 2016. Annual production is 650,000 tons/year.

***

No. 3 polyester fibre facility (100,000 tons/year) was discontinued on 1 September 2013.

****

No. 1 Polyester staple fibre facility (4,000 tons/year) was suspended for the whole year.

For capital expenditure items, please refer to “Non-fundraising projects” in the section headed “Discussion and analysis of the Company’s operations” in Section II Management Discussion and Analysis of this chapter.

 

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Report of the Directors (continued)

 

 

  (III)

Raw material procurement

 

  1.

Basic information of major raw materials

The major raw material of the Company is crude oil, hence the fluctuations of crude oil prices substantially affect the Company’s results. The Company purchases most of its crude oil from international markets through agents.

Please refer to “Review of the Company’s operations during the Reporting Period” in Section II Management Discussion and Analysis of this chapter for details of the crude oil procurement of the Company in 2019.

 

  (IV)

Sales of products

 

  1.

Sales model

The Company’s sales models are mainly direct sales and agency sales. The products are mostly sold to large trading companies and industrial users, including Sinopec Group and its designated clients. The Company has established long-term relationships with these clients.

 

  2.

Pricing strategy and change in prices of major products

Most of the products of the Company are sold at market price. However, sales of the Company’s major petroleum products (gasoline, diesel and jet fuel) are also subject to different extent of government pricing (guided-price).

The prices of products of the Company that are not subject to price control are fixed with reference to the market price in the main chemical products market of Shanghai and other places in China. The Company keeps monitoring major international commodity markets, especially the price trend in Southeast Asian markets. In most cases, the Company revises product prices monthly while more frequent price revisions will be made during periods of intense price fluctuations.

 

  3.

Basic information of main businesses of the Company by industry segment

Please refer to “Comparison and analysis of results of the Company’s operations” in Section II Management Discussion and Analysis of this chapter for basic information of main business of the Group by industry segment.

 

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  4.

Basic information of main businesses of the Company by sales channel

 

            Unit: RMB’000  

Sales Channel

   Revenue      Year-on-year
increase/
decrease in
revenue (%)
 

Direct sales

     52,640,259        1.06  

Agency sales

     24,547,450        -9.39  

 

  5.

Basic information of joint products, side products, semi-finished products, waste, residual heat utilization products during the production process of the Company

The Company owns a power plant which provides power and steam resources mainly to the Company while the surplus is sold to external parties. In 2019, the Company sold 696 million kilowatt-hour of power, generating revenue of RMB420 million, and sold 462,000 giga joules of steam, generating revenue of RMB41.21 million.

 

  (V)

Environmental protection and safety

 

  1.

Major safety production accident of the Company during the Reporting Period

Nil.

 

  2.

Environmental protection investment of the Company during the Reporting Period

 

     Unit: RMB100 million  

Environmental protection investment

   Percentage of invested capital in operating
revenue (%)
 

6.59

     0.66  

 

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Section IV Major Events

 

  (I)

Plan for profit distribution of ordinary shares or capital reserve capitalization

 

  1.

Cash Dividend Policy and its formulation, implementation or adjustment

In 2016, the Company made amendments to its cash dividend policy in the Articles of Association of Sinopec Shanghai Petrochemical Company Limited (the “Articles of Association”) and its appendices. The proposed amendments to the Articles of Association were considered and approved at the annual general meeting of 2015 held on 15 June 2016. According to Article 207 of the Articles of Association:

 

  1.

The Company should place emphasis on delivering reasonable return on investments to the investors. The Company shall pay due attention to the opinions of minority shareholders through various channels when allocating its profits. The profits distribution policy of the Company shall be consistent and stable, taking into account the long-term interests of the Company, the overall interests of all shareholders and the Company’s sustainable development.

 

  2.

The Company may distribute dividends in the following forms: cash, shares or other forms permitted by laws, administrative rules, regulations of competent authorities and regulatory provisions in the place where the Company’s shares are listed. The Company shall give priority to the distribution of dividends in cash. The Company may make interim dividends distribution.

 

  3.

The Company shall distribute cash dividends when the Company’s net profit and retained earnings, in separate financial statement, are positive and the Company has adequate cash inflows over the requirements of cash flows for its operation and sustainable development. The cash dividends per annum should not be less than thirty (30) percent of the net profit of the Company in the current year.

 

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  4.

The Company may adjust its profits distribution policy referred to in sub-paragraphs (2) and (3) of this Article in case of war, natural disasters or other force majeure, or where changes to the external environment of the Company result in material impact on the production and operation of the Company, or where there are significant changes in the Company’s own operations or financial conditions, or where the Board considers it necessary. Independent directors shall issue independent opinions on the adjustment of the profits distribution policy whilst the Board shall discuss the rationality of such adjustment in detail and form a resolution which shall be submitted to shareholders’ meeting for approval by way of special resolution. The convening of the shareholders’ meeting shall comply with regulatory provisions in the place where the Company’s shares are listed.

 

  5.

The management of the Company shall formulate the annual profits distribution plan and submit such plan to the Board for consideration. Independent directors shall issue independent opinions on such plan and Board shall form a resolution which shall be submitted for approval by shareholders’ meeting. If the conditions for the distribution of cash dividends have been satisfied and the Company does not propose a cash dividends distribution plan or does not propose such plan in compliance with the sub-paragraph (3) of this Article, independent directors shall issue independent opinions whilst the Board shall give specific explanation regarding such arrangement and form a resolution which shall be submitted to shareholders’ meeting for approval and make relevant disclosures. The plan for half-yearly dividends distribution of the Company shall comply with Article 215 of the Articles of Association.

 

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  2.

Plan for profit distribution or capitalisation of capital reserves for the Reporting Period

In 2019, the net profit attributable to equity shareholders of the Company amounted to RMB2,213,716 thousand under CAS (net profit of RMB2,215,728 thousand under IFRS). In accordance with the 2019 Profit Distribution Plan approved by the Board on 25 March 2020, the Company proposed to distribute a Final Dividend of RMB0.12 per share (including tax) based on the total issued share as at dividend payout date. The 2019 Profit Distribution Plan will be implemented subject to approval at the AGM. The date and time of the AGM and the book closure arrangement will be announced later. The Notice of the AGM will be announced separately in accordance with the Articles of Association of the Company. The Notice of the AGM, the accompanying circular and proxy form will be despatched to holders of H shares in accordance with the Hong Kong Listing Rules.

Subject to the passing of the resolution by the shareholders of the Company at the AGM, the Final Dividend is expected to be distributed on or around Tuesday, 21 July 2020 to shareholders whose names appear on the register of members of the Company’s H shares at the close of business on Monday, 29 June 2020. The Final Dividend is denominated and declared in Renminbi. The Final Dividend payable to the holders of the Company’s A shares shall be paid in Renminbi while those payable to the holders of the Company’s H shares shall be paid in Hong Kong dollars. The amount of Hong Kong dollars payable shall be calculated on the basis of the average closing exchange rates for Hong Kong dollars as announced by the Foreign Exchange Trading Centre of the PRC one calendar week prior to the approval of the Final Dividend at the AGM.

The Company is expected to close the register of members of the Company’s H shares from Wednesday, 24 June 2020 to Monday, 29 June 2020 (both days inclusive), during which period no transfer of H shares will be registered in order to confirm the shareholders’ entitlement to receive the Final Dividend. The holders of the Company’s H shares who wish to receive the Final Dividend should lodge the transfer documents and relevant share certificates with the Company’s H shares share registrar, Hong Kong Registrars Limited, at Room 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on or before 4:30 p.m. on Tuesday, 23 June 2020.

The record date for dividend distribution, distribution procedures and time for the distribution of dividends applicable to holders of the Company’s A shares will be announced separately.

 

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  3.

Plan or scheme of dividends distribution of ordinary shares, plan or scheme of capitalization of capital reserves of the Company in the past three years (including the Reporting Period)

 

                                        Unit: RMB’000  

Year of

dividend

payment

   Amount
of bonus
shares
for every
10 shares
(share)
     Amount of
dividend
for every
10 shares
(RMB)
(including
tax)
     Amount of
capitalization
for every 10
shares
(share)
     Amount
of cash
dividend
(including
tax)
     Net profit
attributable to
owners of the
Company
in the
consolidated
statement for
the year
     Percentage
of net profit
attributable
to
owners of the
Company
in the
consolidated
statement
(%)
 

2019

     0        1.2        0        1,298,857.62        2,213,716        58.67  

2018

     0        2.5        0        2,705,953.38        5,277,186        51.28  

2017

     0        3.0        0        3,247,144.05        6,141,558        52.87  

 

  (II)

Fulfilment of undertakings

 

  1.

Undertakings made by the de facto controller, shareholders, connected parties and purchasers of the Company and the Company itself during the Reporting Period or continuing up to the Reporting Period

Undertakings about share reform

The Company disclosed The Explanatory Memorandum for the Share Reform Scheme of the Company (the Revised Draft) on 20 June 2013, in which the Company’s controlling shareholder, Sinopec Corp., made the following major undertakings that continued up to the Reporting Period:

Sinopec Corp. shall continue to support the development of the Company upon the completion of the share reform scheme, and shall use the Company as a platform for the development of related businesses in the future.

For details, please refer to “The Explanatory Memorandum for the Share Reform Scheme of the Company” (the Revised Draft) (Full Version) published in Shanghai Securities News and China Securities Journal on 20 June 2013, as well as the relevant announcements published to the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company.

 

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The share reform scheme was reviewed and approved at the A shares shareholders’ meeting held on 8 July 2013. After the implementation of the share reform scheme on 20 August 2013, the Company’s A shares resumed trading, and non-circulating shares previously held by non-circulating shares shareholders attained the right of circulation. For details of the implementation of the share reform scheme, please refer to the “Implementation Report of Sinopec Shanghai Petrochemical Company Limited Share Reform Scheme” published on China Securities Journal and Shanghai Securities News on 14 August 2013 and the relevant announcement published on the websites of the Shanghai Stock Exchange and the Hong Kong Stock Exchange.

With regard to the aforementioned undertakings, the Company is not aware of any violation in fulfilling the above undertakings by Sinopec Corp.

 

  (III)

Events regarding capital occupation and repay during the Reporting Period

Nil.

 

  (IV)

Explanation on the reasons and impact for the Company’s changes in accounting policies, accounting estimates, or correction of previous significant accounting errors

 

  1.

New standards adopted by the Company and revision and explanation of the standards

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2019:

 

   

IFRS 16 ‘Leases’

 

   

IFRIC 23 ‘Uncertainty over Income Tax Treatments’

 

   

Annual Improvements to IFRS Standards 2015-2017 cycle

 

   

Amendments to IFRS 9 ‘Prepayment Features with Negative Compensation’

 

   

Amendments to IAS 28 ‘Long-team interests in Associated and Joint Ventures’, and

 

   

Amendments to IAS 19 ‘Plan Amendment, Curtailment or Settlement’.

No other standards or interpretation revisions with major impact on the Group’s combined financial statements was first effective for the financial year started on 1 January 2019.

 

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  (V)

Appointment and dismissal of auditors

During the Reporting Period, the Company did not change the auditors.

Details of the auditors appointed by the Company during the Reporting Period and the appointment details are as below:

 

     Current appointment  

Name of the domestic auditors

    
PricewaterhouseCoopers
Zhong Tian LLP
 
 

Remuneration of the domestic auditors

     RMB4,800,000  

Duration of audit of the domestic auditors

     7 Years  

Name of the international auditors

     PricewaterhouseCoopers  

Remuneration of the international auditors

     RMB3,000,000  

Duration of audit of the international auditors

     7 Years  

 

  (VI)

Material litigation or arbitration

The Company was not involved in any material litigation or arbitration during the Reporting Period.

 

  (VII)

Punishment and Reprimand of the Company and its Directors, Supervisors, Senior Management, Controlling Shareholders, De Facto Controller and Purchaser

During the Reporting Period, the Company and its Directors, Supervisors, senior management, controlling shareholder, de facto controller and purchasers had not been investigated, administratively punished, publicly criticized by the CSRC nor publicly censured by the stock exchanges.

 

  (VIII)

Credit status of the Company and its controlling shareholder and de facto controller during the Reporting Period

During the Reporting Period, the Company and its controlling shareholder and de facto controller of the Company were not involved in any events regarding failure to perform obligations under a judgement of courts, nor have they had any relatively large amount of debts which have become due and outstanding.

 

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Table of Contents

Report of the Directors (continued)

 

  (IX)

The Share Option Incentive Scheme of the Company

The Share Option Incentive Scheme of the Company has been effective since 23 December 2014, with a validity period of 10 years until 22 December 2024. The initial grant of A-share share options under the Share Option Incentive Scheme was on 6 January 2015. For details, please refer to the relevant announcements published on the websites of the Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company on 6 January 2015. All the exercise periods of the initial grant have ended on 28 December 2018. For details, please refer to the relevant announcements published on the websites of the Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company on 28 December 2018. Currently, there is no other share option grant plan.

During the Reporting Period, the Company did not grant any A-share share options under the Share Option Incentive Scheme, nor did the grantees exercise any A-share share options, and no A-share share options were cancelled or lapsed.

 

  (X)

Major connected transactions

 

  1.

Connected transactions in relation to daily operations

Continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules

During the Reporting Period, pursuant to the Mutual Product Supply and Sales Services Framework Agreement entered into with the controlling shareholder of the Company on 23 August 2016, Sinopec Corp., and the de facto controller, Sinopec Group, the Company purchased raw materials from Sinopec Group, Sinopec Corp. and their associates and sold petroleum products and petrochemicals and leased properties to Sinopec Corp. and its associates, and Sinopec Corp. and its associates provided agency sales services for petrochemical products to the Company. Pursuant to the Comprehensive Services Framework Agreement entered into with the Company’s de facto controller, Sinopec Group, on 23 August 2016, the Company obtained construction and installation, engineering design, petrochemical industry insurance and financial services from Sinopec Group and its associates. The transactions under the above mentioned Mutual Product Supply and Sales Services Framework Agreement and the Comprehensive Services Framework Agreement constituted continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules and constituted ongoing related party transactions under the Shanghai Listing Rules. The Company disclosed the two agreements and the respective continuing connected transactions (i.e. ongoing related party transactions, same below) under the agreements in an announcement dated 23 August 2016 and a circular dated 2 September 2016. These two agreements and the respective continuing connected transactions under the agreements together with the associated annual caps from 2017 to 2019 were considered and approved at the first extraordinary general meeting for 2016 held on 18 October 2016.

 

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Report of the Directors (continued)

 

During the Reporting Period, the relevant continuing connected transactions were conducted in accordance with the terms of the Mutual Product Supply and Sales Services Framework Agreement and the Comprehensive Services Framework Agreement. The transaction amounts of the relevant connected transactions did not exceed the annual caps in relation to the respective continuing connected transactions approved at the first extraordinary general meeting for 2016.

As the above-mentioned framework agreement expired on 31 December 2019, to ensure that the normal operation of the Company is not affected, the Company renewed the Mutual Product Supply and Sales Services Framework Agreement with Sinopec Group and Sinopec Corp. and the Comprehensive Services Framework Agreement with Sinopec Group on 23 October 2019, and intended to continue the above-mentioned continuing connected transactions from 2020 to 2022, valid for three years until 31 December 2022. The Company disclosed the two agreements and the respective continuing connected transactions under the agreements in an announcement dated 23 October 2019 and a circular dated 13 November 2019. These two agreements and the respective continuing connected transactions under the agreements together with the associated annual caps from 2020 to 2022 were considered and approved at the first extraordinary general meeting for 2019 held on 10 December 2019.

The table below sets out the transaction amounts of the Company’s continuing connected transactions with Sinopec Corp. and Sinopec Group during the Reporting Period:

 

                    Unit: RMB’000

Type of connected transaction

  

Connected person

  

Annual cap
for 2019

  

Transaction
amount
during the
Reporting
Period

  

Percentage
of the
transaction
amount of
the same
type of
transaction
(%)

Mutual Product Supply and Sales Services Framework Agreement

        

Purchases of raw materials

  

Sinopec Group, Sinopec Corp. and their associates

   80,286,000    55,385,078    78.63%

Sales of petroleum products and petrochemicals

  

Sinopec Corp. and its associates

   102,914,000    58,996,676    58.79%

Property leasing

  

Sinopec Corp. and its associates

   36,000    31,972    41.86%

Agency sales of petrochemical products

  

Sinopec Corp. and its associates

   240,000    125,619    100.00%

Comprehensive Services Framework Agreement

        

Construction, installation and engineering design services

  

Sinopec Group and its associates

   3,444,000    143,560    23.92%

Petrochemical industry insurance services

  

Sinopec Group

   180,000    108,223    100.00%

Financial services

  

Associate of Sinopec Group (Sinopec Finance)

   200,000    1,295    0.33%

 

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Report of the Directors (continued)

 

On 31 December 2018, the Company entered into an asset leasing agreement (the “Lease Agreement”) with Baishawan branch of Sinopec Petroleum Reserve Company Limited (the “Baishawan Branch”), a wholly owned subsidiary of the Company’s de facto controller, Sinopec Group. Pursuant to the Lease Agreement, the Company rents the oil tanks and ancillary equipment from the Baishawan Branch at an annual rent up to RMB95.0 million (including VAT) with the leasing period from 1 January 2019 to 31 December 2019. The Lease Agreement was considered and approved at the 14th meeting of the Ninth Session of the Board on 28 December 2018. Related announcements were published on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company on 28 December 2018, as well as on “Shanghai Securities News” and “China Securities Journal” on 29 December 2018. During the Reporting Period, the Company incurred leasing costs of RMB82.00 million (including VAT).

On 27 December 2019, a storage service agreement among the Company, Sinopec Petroleum Reserve Company Limited of Sinopec Group and Baishawan Branch (the “Storage Service Agreement”) was considered and approved at the 19th meeting of the Ninth Session of the Board and was entered into on 31 December 2019. Pursuant to the Storage Service Agreement, the Baishawan Branch provides storage services to the Company for one year, with leasing period from 1 January 2020 to 31 December 2020 and the annual maximum storage fees of RMB114.0 million (including VAT). Related announcements were published on the official websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company on 27 December 2019, as well as on “Shanghai Securities News” and “China Securities Journal” on 28 December 2019.

Connected transactions under Chapter 14A of the Hong Kong Listing Rules

On 28 December 2018, the Company entered into a technical service agreement with Petro-CyberWorks Information Technology Co., Ltd. (“PCITC”), a non wholly-owned subsidiary of the Company’s de facto controller, Sinopec Group. Pursuant to the technical service agreement, the Company appointed PCITC to implement the design, construction, operation and maintenance of smart plant project for a total amount of RMB30,580,000 (inclusive of tax). The term of the technical service agreement starts from the date of signing by both parties, and the main function construction was completed in February 2020. Related announcements were published on the official websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company on 28 December 2018, as well as on “Shanghai Securities News” and “China Securities Journal” on 29 December 2018.

The transactions between the Company and Sinopec Group, Sinopec Corp. and their associates as disclosed in Note 28 to the financial statements prepared under IFRS in the 2019 annual report of the Company constituted continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. The above-mentioned continuing connected transactions have been disclosed in accordance with Chapter 14A of the Hong Kong Listing Rules.

 

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Report of the Directors (continued)

 

  2.

Connected parties’ liabilities

 

                                             Unit: RMB’000  
          Funds provided to      Funds provided by connected parties  
Connected party    Connected relationship    connected parties      to the Company  
          Balance as
at the
beginning of
the period
     Transaction
amount
     Balance as
at the end of
the period
     Balance as
at the
beginning of
the period
     Transaction
amount
     Balance as
at the end of
the period
 

Sinopec Corp., its subsidiaries, joint ventures and associates & Sinopec Group and its subsidiaries

   Controlling shareholder, de facto controller and their related parties      3,183        -1,173        2,010        89,567        31,267        120,834  

 

Note 1:

The period-end balance of the funds provided by the Group to the connected parties was mainly unsettled receivables arising from the provision of services and pipeline leases to Sinopec Corp., its subsidiaries and associates.

Note 2:

The period-end balance of the funds provided by the connected parties to the Group was mainly unsettled payables arising from the provision of construction, installation and engineering design services by Sinopec Group and its subsidiaries.

The prices of the continuing connected transactions conducted by the Company with Sinopec Group, Sinopec Corp. and their associates were determined, upon negotiations between both parties, on the basis of (i) state tariffs, (ii) state guidance prices; or (iii) market prices. Such connected transactions were entered into in line with the Company’s production and operational needs. Accordingly, the aforementioned continuing connected transactions did not have a significant adverse impact on the Company’s independence.

Independent Non-executive Directors of the Company have reviewed the continuing connected transactions of the Group and confirmed that:

 

   

The above continuing connected transactions have been entered into in the ordinary and usual course of business of the Company;

 

   

The above continuing connected transactions have been entered into on normal commercial terms or better;

 

   

The above continuing connected transactions have been entered into according to the agreements governing them on terms that are fair and reasonable and in the interests of the Company’s shareholders as a whole; and

 

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Report of the Directors (continued)

 

 

   

The transaction amounts of the above continuing connected transactions during the Reporting Period were within the annual caps.

 

  3.

The international auditor of the Company, PricewaterhouseCoopers, was engaged to report their conclusions regarding the above continuing connected transactions of the Company to the Board in accordance with Hong Kong Standard on Assurance Engagements 3000 “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information”, with reference to Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions under the Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants. The auditors has, in accordance with Chapter 14A.56 of the Hong Kong Listing Rules came to the conclusion that:

 

   

Nothing has come to their attention that causes them to believe that the disclosed continuing connected transactions have not been approved by the Board;

 

   

For transactions involving the provision of goods or services by the Group, nothing has come to their attention that causes them to believe that the transactions were not, in all material respects, in accordance with the pricing policies of the Group;

 

   

Nothing has come to their attention that causes them to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and

 

   

With respect to the aggregate amount of each of the continuing connected transactions, nothing has come to their attention that causes them to believe that the amount has exceeded the annual cap set by the Company as disclosed in the announcements in respect of each of the continuing connected transactions.

 

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Report of the Directors (continued)

 

  (XI)

Material contracts and their performance

 

  1.

Entrustments, sub-contracts and lease arrangements

During the Reporting Period, the Company had no entrustments, sub-contracts or lease arrangements that generated 10% or more (including 10%) of the gross profit of the Company for the period.

 

  2.

Guarantees

There were no guarantees provided by the Company during the Reporting Period.

 

  3.

Entrusting others to conduct wealth management

Please refer to “Investment of the Company” in the section headed “Discussion and analysis of the Company’s operations” in Section II “Management Discussion and Analysis” of this chapter.

 

  4.

Other major contracts

There were no major contracts of the Company during the Reporting Period.

 

  (XII)

The Company’s disclosure on the fulfillment of its corporate social responsibility

 

  1.

Fulfillment of corporate social responsibility

For the Company’s performance of corporate social responsibility in 2019 and the Company’s 2019 Environmental, Social and Governance Report, please refer to the “2019 Corporate Social Responsibility Report of Sinopec Shanghai Petrochemical Company Limited” published by the Company on the websites of the Shanghai Stock Exchange, the Hong Kong Stock Exchange and the Company.

 

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Report of the Directors (continued)

 

  2.

Environmental protection situation of key pollutant-discharging companies and their subsidiaries as announced by the Ministry of Environmental Protection

The Company is one of the contaminating enterprises under Intensive Monitoring and Control by the State proclaimed by the Ministry of Environmental Protection. According to Measures for Self-Monitoring and Information Disclosure by the Enterprises subject to Intensive Monitoring and Control of the State (Trial Implementation), the Company has disclosed to the public on the website of the Shanghai Environmental Protection Bureau the sites of the source of pollution, pollutant types and concentration of pollution which are subject to intensive monitoring and control of the State.

The Company, as a manufacturing enterprise in the petrochemical industry, consistently places environmental protection as its priority. It continues to receive ISO14001 Environmental Management System Certification. In January 2013, it received certifications from the Shanghai Audit Center of Quality including quality (GB/T19001: 2008), environment (GB/T24001: 2004) and occupational health and safety (GB/T28001: 2011). On 16 September 2019, the continued use of the title “All-China Environmentally Friendly Enterprise” was approved.

In 2019, the Group continued to improve the management of environmental protection system in an effort to build a green enterprise. By actively fulfilling the main responsibility of environmental protection, the Group comprehensively promoted green development and conscientiously implemented the requirements of “the Seventh Environmental Protection Three-Year Action Plan”, “Shanghai Clean Air Action Plan (2018-2022)” and “Jinshan District Environmental Comprehensive Remediation Action Plan”. The Group also improved its goal and short- and long-term development direction based on the regional VOCs concentration, addressed root causes and advanced environmental protection rectification, the establishment of green enterprise and verification and check-and-accept of clean production to fight resolutely against pollution and win the battle of defending the blue sky.

In 2019, the Company actively organized and implemented the environmental protection potential hazard management projects. Emission volume of sulfur dioxide, nitrogen oxides and VOCs decreased by 7.14%, 12.70% and 7.21%, respectively compared to last year.

In 2019, both the compliance rate on waste water and waste gas emission were 100%, and all hazardous wastes were disposed of properly with a rate of 100%. The Company continuously implemented LDAR work and achieved continuous emission reduction of VOCs, meeting the emission reduction standard set by Shanghai Environmental Protection Bureau. In 2019, the Company had inspected a total of 2,077,440 points/times for the sealing points in production equipment, and the number of leaking points detected was 5,952, of which 5,709 points were repaired, achieving a repair rate of 95.90%.

 

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Report of the Directors (continued)

 

In 2019, the Company paid RMB18.04 million of environmental tax to Tax Bureau of Jinshan District.

In 2019, the Company received 3 administrative penalty decisions (all happened in 2018) issued by the Shanghai Municipal Bureau of Ecology and Environment, involving a total fine of RMB2.15 million. The main reason for the penalties was that the monitored emissions of on-site organized exhaust outlets exceeded standard.

 

No.

  

Event

  

Rectification

1    On 24 July 2018, the monitored emissions of the Acrylic Fiber Department carbon fiber device surface treatment exhaust gas discharge port and the RTO exhaust gas discharge port exceeded standard   

(1)   Process optimization. Bring together production department, safety and environmental department, equipment department, device, technology supplier and design unit to adjust and optimize process and control fluctuation in oriented precursors production process.

     

(2)   The volatile gas of the electrolyte in the electrolyzer is collected and transported to the pickling tower for pickling, and discharged after meeting standard. At the same time, based on the source control, table tennis is added in the electrolyzer to reduce material evaporation and reduce the concentration of ammonia pollutants.

     

(3)   After the rectification, self-test, third-party inspection and re-testing by the team leader were up to standard.

2    On 5 December 2018, the monitored emissions of the polymerization waste gas collection tower outlet of Acrylic Fiber south unit exceeded standard    Optimize the maintenance method of plate heat exchanger. Before disassembling the plate heat exchanger, rinse the plate gap with pure water to prevent the acrylonitrile monomer from being carried out with the heat exchanger and strictly control the volatilization of unreacted materials. After the rectification, self-test, third-party inspection and retesting by the team leader were up to standard.
3    On 11 December 2018, the monitored emissions of the exhaust gas discharge port of the Acrylic Fiber Station, Environment Water Department exceeded standard   

(1)   Strengthen communication with the Acrylic Fiber Department, control the discharge of high-concentration acrylonitrile wastewater, and ensure that the concentration of acrylonitrile in the acrylic wastewater station is stable within a certain range.

     

(2)   Carry out research on improvement of acrylic fiber wastewater treatment process. The anaerobic biochemical, ultraviolet photolysis or catalytic oxidation process is used to achieve acrylonitrile digestion in the wastewater tank, thereby effectively reducing the amount of acrylonitrile entering the exhaust system and achieving stable compliance with the exhaust gas treatment device.

     

(3)   After the rectification, self-test, third-party inspection and re-testing by the team leader were up to standard.

 

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Table of Contents

Report of the Directors (continued)

 

  3.

Environmental Impact Assessment and Other Environmental Protection Administrative Licensing of Construction Projects

According to relevant national and local government requirements such as the Environmental Impact Assessment Law and the Classified Administration Catalogue of Environmental Impact Assessments for Construction Projects, the “three simultaneous” inspection and acceptance of “Hidden Danger Management Project of Wet Oxidation Section of Chenjin Refined Oil Pipeline” was completed on 19 July 2019, and the public inspection and acceptance were completed on 17 October 2019, successfully implementing the special environmental protection inspection and acceptance of the Construction Project.

According to the requirements of “Catalogue of Classified Management of Pollutant Discharge Permitted by Fixed Pollution Sources” (2017 Version) by the Ministry of Ecology and Environment of the PRC, “Notice on the Issuance and Management of Pollutant Discharge Permits for the Steel, Cement and Petrochemical Industries of this City” ([2017] No.318) by Shanghai Municipal Bureau of Ecology and Environment and “Notice on Declaration of Pollutant Discharge Permit in Petrochemical Industry” ([2017] No.42) by the Energy and Environment Unit of the Group, the Company obtained the national sewage discharge licence (petrochemical industry) on 31 December 2017. The licence is valid from 1 January 2018 to 31 December 2020. In 2019, the Company strictly carried out self-monitoring, reporting of pollutant discharge permit execution reports and information disclosure in strict accordance with the management requirements of the sewage discharge licence. In 2019, the Company carried out a series of waste water and waste gas collection and treatment reconstruction projects, leading to partial adjustments of the destination of pollutants generation, adjustments of exhaust funnels and rain drain, addition of 5 sets of waste gas treatment equipment and change of outlet standards, therefore the Company applied to Shanghai Municipal Bureau of Ecology and Environment on 11 April 2019 for a change to the sewage discharge licence, which was later reviewed and approved on 28 September 2019.

 

  4.

Emergency response plan for emergent environmental incidents

According to the three-year validity in the “Administrative Measures for Emergency Preparedness for Environmental Incidents of Sinopec”, the Company completed the revision of the “Comprehensive Emergency Response Plan for Environmental Emergencies” and filed a report to Shanghai Municipal Bureau of Ecology and Environment in December 2019. The Company continued to carry out assessment of major environmental risks. In 2019, in accordance with the requirements of the Energy and Environment Unit and “Sinopec Environmental Risk Assessment Guide”, the Company organized 14 secondary units to carry out environmental risk identification and assessment. A total of 113 environmental risk sources were assessed, of which none was level I environmental risk source, 37 were level II environmental risk sources (20 in the equipment, 16 in the tank area and 1 in the wharf), and 76 were level III environmental risk sources (59 in the equipment, 11 in the tank area, 4 in the land pipelines and 2 in the wharf).

 

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Table of Contents

Report of the Directors (continued)

 

The Company carried out regular environmental protection emergency drills. On 25 June 2019, the Company carried out “V-532 tank leak and fire accident in the third storage and transportation workshop”; on 3 December 2019, the Company carried out “Emergency drill of Shanghai Petrochemical’s dangerous chemical pipeline leakage accident” to further enhance the capability of emergency response. Through the drills, the staff’s ability to correctly handle the abnormal situation in tank areas and long-distance pipeline in the field was improved. In addition, the drills examined the ability of Sinopec Shanghai and relevant units such as the local fire brigade to handle emergencies and communicate, verified the practicability and operability of emergency plans, improved the decision-making and execution ability of relevant personnel in dealing with emergencies quickly, improved the emergency disposal of environmental pollution and timeliness of environmental monitoring response, and further strengthened the emergency linkage with local governments.

 

  5.

Environmental self-monitoring programme

In accordance with the requirements of Self-monitoring Scheme for Pollutant Discharge Permits, Regulations on Environmental Monitoring Management of Sinopec and Regulations on Environmental Monitoring Management of Shanghai Petrochemical issued by Shanghai Petrochemical, the annual environmental monitoring plan and emission implementation standards of Shanghai Petrochemical were compiled and issued in early 2019. The monitoring content includes: Water Quality (Clear Water) monitoring plan, atmospheric monitoring plan (atmosphere PM10, fugitive emission monitoring), exhaust gas monitoring plan, noise monitoring plan, radioactive instrument monitoring plan, water quality (sewage) monitoring plan, groundwater monitoring plan, etc. covering 7 parts of the Company’s wastewater. Monitoring of pollution sources such as sewage, waste gas, noise, and radioactivity, and monitoring of environmental quality such as atmospheric and groundwater, and daily environmental monitoring, according to the monitoring plan. At the same time, the Group timely organized personnel to update the monitoring plan once the Pollutant Discharge Permit and environmental protection standards were revised and updated, so as to ensure openness of the environmental monitoring data and government information as well as consistency of the environmental protection tax reporting requirements, thereby providing data support for the Company’s various pollution indexes to meet the emission standards.

 

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Report of the Directors (continued)

 

  (XIII)

Equity-linked agreements

Apart from the Share Option Incentive Scheme disclosed in item (VIII) under Section IV “Major Events” of Chapter 3 of this report, the Company does not have any equity-linked agreements during the year.

 

  (XIV)

Tax rate

The income tax rate currently applicable to the Company is 25% (2018: 25%).

 

  (XV)

Deposits

The Company did not have any entrusted deposits during the Reporting Period. As at 31 December 2019, the Group did not have any term deposits which could not be collected upon maturity.

 

  (XVI)

Reserves

Details of changes in reserves are set out in note 28 to the consolidated financial statements prepared under IFRS.

 

  (XVII)

Financial summary

A summary of the results, total assets, total liabilities and shareholders’ equity of the Group as at 31 December 2019 are set out on page 7-8 of this annual report.

 

  (XVIII)

Bank loans and other borrowings

Details of bank loans and other borrowings of the Company and the Group for the year ended 31 December 2019 are set out in note 23 to the consolidated financial statements prepared under IFRS.

 

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Table of Contents

Report of the Directors (continued)

 

  (XIX)

Interest capitalized

Details of interest capitalized during the year are set out in note 10 to the consolidated financial statements prepared under IFRS.

 

  (XX)

Property, plant and equipment

Changes in property, plant and equipment during the year are set out in note 17 to the consolidated financial statements prepared under IFRS.

 

  (XXI)

Purchase, sale and redemption of the Company’s securities

During the Reporting Period, the Group did not purchase, sell or redeem any of the Company’s listed securities.

 

  (XXII)

Pre-emptive rights

According to the Articles of Association and the laws of the PRC, there is no pre-emptive right which requires the Company to offer new shares to the existing shareholders of the Company in proportion to their shareholdings.

 

  (XXIII)

Donations

During the Reporting Period, the Company donated RMB1.9 million to the Shanghai Jinshan Education Development Foundation to support educational reform and development projects in Jinshan District, as well as award projects for excellent educators. The Company donated RMB400,000 to the poor areas of Guizhou for the construction of honey production upgrading projects.

 

  (XXIV)

Tax relief

During the Reporting Period, the holders of listed securities of the Company were not entitled to tax relief due to the holding of listed securities of the Company in accordance with the PRC laws.

Section V Business review and outlook

Please refer to Section II “Management Discussion and Analysis” of this chapter for the business review of the Group for the year ended 31 December 2019 and the outlook for 2020.

 

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Independent Auditor’s Report

 

LOGO       LOGO

To the Shareholders of Sinopec Shanghai Petrochemical Company Limited

(Incorporated in the People’s Republic of China with limited liability)

Opinion

What we have audited

The consolidated financial statements of Sinopec Shanghai Petrochemical Company Limited (the “Company”) and its subsidiaries (the “Group”) set out on pages 150 to 272, which comprise:

 

 

the consolidated balance sheet as at 31 December 2019;

 

 

the consolidated income statement for the year then ended;

 

 

the consolidated statement of comprehensive income for the year then ended; • the consolidated statement of changes in equity for the year then ended; • the consolidated statement of cash flows for the year then ended; and

 

 

the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2019, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRSs”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

Basis for Opinion

We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code.

 

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Independent Auditor’s Report (continued)

 

LOGO       LOGO

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter identified in our audit was related to net realizable value (“NRV”) of raw materials, work in progress and finished goods.

 

Key Audit Matter

  

How our audit addressed the Key Audit Matter

NRV of raw materials, work in progress and finished goods    

 

Refer to Notes 2.16 “Inventories”, 5 “Critical accounting estimates and assumptions” and 22 “Inventories” to the consolidated financial statements.    

 

The Group is principally engaged in processing of crude oil into petroleum products and other chemical products. The crude oil can be processed into various finished goods by different processing procedures. Inventories are valued at the lower of cost and NRV. 

 

As at 31 December 2019, the gross balances of raw materials, work in progress and finished goods were RMB6,662,023 thousands, against which NRV provision of RMB112,744 thousands were set aside. 

 

The NRV is determined based on the estimated selling prices less the estimated costs to completion, if relevant, other costs necessary to make the sale, and the related taxes. 

 

Determination of estimated selling prices of work in progress and finished goods, estimated costs to completion, other costs necessary to make the sale and the related taxes requires significant management judgement, taking into consideration of historical information and future market trend. 

 

We focused on this area because of the magnitude of the amounts and the significance of management judgements involved.

  

We understood, evaluated and tested the controls over the determination of NRV of raw materials, work in progress and finished goods.    

 

We evaluated the estimates of selling price for work in progress and finished goods on a sample basis including: 

 

(i) For work in progress and finished goods that had been sold after 31 December 2019, we compared the actual selling prices against the estimated selling prices; 

 

(ii)  For work in progress and finished goods that had not been sold after 31 December 2019 but with available selling prices in the domestic market, we performed independent research of the market price information and compared them against the estimated selling prices; 

 

(iii)  For work in progress and finished goods that had not been sold after 31 December 2019 but with no available selling prices in the domestic market, we compared the estimated selling prices against the recent selling prices. We also independently evaluated the future market trend factors which management considered in determining the estimated selling prices, including changes in market supplies, customer demands, technology developments, the relevant State tariffs and the State’s guidance prices by corroborating with public data or research information and referencing to our industry knowledge. 

 

We assessed the reasonableness and accuracy of estimated costs to completion, other costs necessary to make the sale and related taxes by comparing with the historical costs to completion, other costs necessary to make the sale and the related taxes for the similar inventories. 

 

We found that management’s judgements in determining the NRV were supported by the evidence we gathered.

 

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Independent Auditor’s Report (continued)

 

LOGO    LOGO         

Other Information

The directors of the Company are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Directors and Those Charged with Governance for the Consolidated Financial Statements

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

 

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Independent Auditor’s Report (continued)

 

LOGO    LOGO         

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. We report our opinion solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

 

   

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

   

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

 

   

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

 

   

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

 

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Independent Auditor’s Report (continued)

 

LOGO    LOGO         

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (Continued)

 

   

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

   

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is CHAN KWONG TAK.

PricewaterhouseCoopers

Certified Public Accountants

Hong Kong, 25 March 2020

 

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A.

Financial Statements Prepared Under International Financial Reporting Standards

Consolidated Income Statement

For the year ended 31 December 2019

 

            Year ended 31 December  
     Note      2019
RMB’000
    2018
RMB’000
 

Revenue

     6        100,269,667       107,688,907  

Taxes and surcharges

        (12,213,927     (12,075,424
     

 

 

   

 

 

 

Net sales

        88,055,740       95,613,483  

Cost of sales

     11        (86,467,995     (89,838,977
     

 

 

   

 

 

 

Gross profit

        1,587,745       5,774,506  
     

 

 

   

 

 

 

Selling and administrative expenses

     11        (549,885     (536,114

Net impairment losses on financial assets

     4        59       (39

Other operating income

     7        150,714       202,617  

Other operating expenses

     8        (21,925     (32,548

Other gains – net

     9        153,864       176,690  
     

 

 

   

 

 

 

Operating profit

        1,320,572       5,585,112  
     

 

 

   

 

 

 

Finance income

     10        416,747       443,661  

Finance expenses

     10        (53,784     (106,249
     

 

 

   

 

 

 

Finance income – net

        362,963       337,412  
     

 

 

   

 

 

 

Share of net profit of associates and joint ventures accounted for using the equity method

     21        972,593       885,597  
     

 

 

   

 

 

 

 

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Consolidated Income Statement (continued)

For the year ended 31 December 2019

 

            Year ended 31 December  
     Note      2019
RMB’000
    2018
RMB’000
 

Profit before income tax

        2,656,128       6,808,121  

Income tax expense

     13        (428,963     (1,471,903
     

 

 

   

 

 

 

Profit for the year

        2,227,165       5,336,218  
     

 

 

   

 

 

 

Profit attributable to:

       

– Owners of the Company

        2,215,728       5,336,331  

Non-controlling interests

        11,437       (113
     

 

 

   

 

 

 
        2,227,165       5,336,218  
     

 

 

   

 

 

 

Earnings per share attributable to owners of the Company for the year (expressed in RMB per share)

       

Basic earnings per share

     14        RMB 0.205       RMB 0.493  
     

 

 

   

 

 

 

Diluted earnings per share

     14        RMB 0.205       RMB 0.493  
     

 

 

   

 

 

 

The above consolidated income statement should be read in conjunction with the accompanying notes.

 

Wu Haijun    Zhou Meiyun
Chairman    Director, Vice General Manager and Chief Financial Officer

 

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Consolidated Statement of Comprehensive Income

For the year ended 31 December 2019

 

            Year ended 31 December  
     Note      2019
RMB’000
     2018
RMB’000
 

Profit for the year

        2,227,165        5,336,218  

Other comprehensive income/(loss)

        

Items that may be reclassified to profit or loss

        

Share of other comprehensive income/(loss) of associates and joint ventures accounted for using the equity method

     28        7,449        (7,014
     

 

 

    

 

 

 

Other comprehensive income/(loss) for the year, net of tax

        7,449        (7,014
     

 

 

    

 

 

 

Total comprehensive income for the year

        2,234,614        5,329,204  
     

 

 

    

 

 

 

Attributable to:

        

– Owners of the Company

        2,223,177        5,329,317  

Non-controlling interests

        11,437        (113
     

 

 

    

 

 

 

Total comprehensive income for the year

        2,234,614        5,329,204  
     

 

 

    

 

 

 

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

 

Wu Haijun    Zhou Meiyun
Chairman    Director, Vice General Manager and Chief Financial Officer

 

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Consolidated Balance Sheet

As at 31 December 2019

 

           As at 31 December  
     Note     2019
RMB’000
     2018
RMB’000
 

Assets

       

Non-current assets

       

Lease prepayments and other non-current assets

     15       481,414        858,283  

Property, plant and equipment

     17       11,300,797        11,646,390  

Right-of-use assets

     3,16       343,860         

Investment properties

     18       367,468        376,739  

Construction in progress

     19       1,815,549        1,559,401  

Investments accounted for using the equity method

     21       5,208,758        4,527,133  

Deferred income tax assets

     13       150,832        119,075  

Financial assets at fair value through other comprehensive income

     23(d)       5,000        —    

Time deposits with banks

     23(c)       3,511,234        —    
    

 

 

    

 

 

 
       23,184,912        19,087,021  
    

 

 

    

 

 

 

Current assets

       

Inventories

     22       6,754,434        8,120,875  

Financial assets at fair value through other comprehensive income

     23(d)       1,540,921        1,672,431  

Financial assets at fair value through profit or loss

     23(e)       3,318,670        2,727,279  

Trade receivables

     23(a)       120,739        81,990  

Other receivables

     23(a)       26,101        105,803  

Prepayments

     24       23,767        38,025  

Amounts due from related parties

     23(a),30(c)       1,565,993        2,286,249  

Cash and cash equivalents

     23(b)       7,449,699        8,741,893  

Time deposits with banks

     23(c)       1,508,839        1,500,000  

Assets classified as held for sale

     24       —          24,331  
    

 

 

    

 

 

 
           22,309,163      25,298,876  
    

 

 

    

 

 

 

Total assets

       45,494,075        44,385,897  
    

 

 

    

 

 

 

 

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Consolidated Balance Sheet (continued)

As at 31 December 2019

 

           As at 31 December  
     Note     2019
RMB’000
     2018
RMB’000
 

Equity and liabilities

       

Equity attributable to owners of the Company

       

Share capital

     27       10,823,814        10,823,814  

Reserves

     28       19,039,474        19,522,249  
    

 

 

    

 

 

 
       29,863,288        30,346,063  

Non-controlling interests

       130,560        116,378  
    

 

 

    

 

 

 

Total equity

       29,993,848        30,462,441  
    

 

 

    

 

 

 

Liabilities

       

Non-current liabilities

       

Lease liabilities

     16       10,593        —    

Deferred income

     26       10,005        10,442  
    

 

 

    

 

 

 
       20,598        10,442  
    

 

 

    

 

 

 

Current liabilities

       

Borrowings

     23(f)       1,547,600        497,249  

Lease liabilities

     16       11,450         

Financial liabilities at fair value through profit or loss

       799        11,005  

Contract liabilities

     25       655,117        446,702  

Trade and other payables

     23(g)       7,330,000        8,090,228  

Amounts due to related parties

     23(g),30(c)       5,708,394        4,567,814  

Income tax payable

       226,269        300,016  
    

 

 

    

 

 

 
           15,479,629      13,913,014  
    

 

 

    

 

 

 

Total liabilities

       15,500,227        13,923,456  
    

 

 

    

 

 

 

Total equity and liabilities

       45,494,075        44,385,897  
    

 

 

    

 

 

 

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

 

Wu Haijun    Zhou Meiyun
Chairman    Director, Vice General Manager and Chief Financial Officer

 

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Consolidated Statement of Changes in Equity

For the year ended 31 December 2019

 

            Attributable to owners of the Company              
     Note      Share
capital
RMB’000
     Other
reserves
RMB’000
    Retained
earnings
RMB’000
    Total
RMB’000
    Non-
controlling
interests
RMB’000
    Total
equity
RMB’000
 

Balance at 1 January 2018

        10,814,177        4,287,799       13,128,257       28,230,233       285,307       28,515,540  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit/(loss) for the year

        —          —         5,336,331       5,336,331       (113     5,336,218  

Other comprehensive loss

     28        —          (7,014     —         (7,014     —         (7,014
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

        —          (7,014     5,336,331       5,329,317       (113     5,329,204  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends proposed and approved

        —          —         (3,247,144     (3,247,144     —         (3,247,144

Forfeit of share option scheme

     28, 29        —          (13,004     —         (13,004     —         (13,004

Exercise of share option

     28, 29        9,637        27,465       —         37,102       —         37,102  

Dividends paid by subsidiaries to non-controlling interests

        —          —         —         —         (6,457     (6,457

Appropriation of safety production fund

     28        —          57,135       (57,135     —         —         —    

Transactions with non-controlling interests

     20        —          9,559       —         9,559       (162,359     (152,800
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at 31 December 2018

        10,823,814        4,361,940       15,160,309       30,346,063       116,378       30,462,441  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Consolidated Statement of Changes in Equity (continued)

For the year ended 31 December 2019

 

          Attributable to owners of the Company              
                                    Non-        
          Share      Other      Retained           controlling     Total  
          capital      reserves      earnings     Total     interests     equity  
     Note    RMB’000      RMB’000      RMB’000     RMB’000     RMB’000     RMB’000  

Balance at 1 January 2019

        10,823,814        4,361,940        15,160,309       30,346,063       116,378       30,462,441  

Change in accounting policy

   3      —          —          —         —         —         —    
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Restated total equity at the beginning of 2019

        10,823,814        4,361,940        15,160,309       30,346,063       116,378       30,462,441  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Profit for the year

        —          —          2,215,728       2,215,728       11,437       2,227,165  

Other comprehensive income

   28      —          7,449        —         7,449       —         7,449  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

        —          7,449        2,215,728       2,223,177       11,437       2,234,614  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Dividends proposed and approved

   31      —          —          (2,705,952     (2,705,952     —         (2,705,952

Dividends paid by subsidiaries to non-controlling interests

        —          —          —         —         (3,266     (3,266

Appropriation of safety production fund

   28      —          2        (2     —         —         —    

Non-controlling interests of disposed subsidiary

        —          —          —         —         6,011       6,011  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at 31 December 2019

        10,823,814        4,369,391        14,670,083       29,863,288       130,560       29,993,848  
     

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

 

Wu Haijun    Zhou Meiyun
Chairman    Director, Vice General Manager and Chief Financial Officer

 

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Consolidated Statement of Cash Flows

For the year ended 31 December 2019

 

            Year ended 31 December  
            2019     2018  
     Note      RMB’000     RMB’000  

Cash flows from operating activities

       

Cash generated from operations

     32        5,655,676       8,501,499  

Interest paid to related parties

        (2,126     (1,326

Interest paid

        (61,304     (34,339

Income tax paid

        (534,467     (1,806,400
     

 

 

   

 

 

 

Net cash generated from operating activities

        5,057,779       6,659,434  
     

 

 

   

 

 

 

Cash flows from investing activities

       

Dividends received from joint ventures and associates

        594,868       811,473  

Interest received from related parties

        1,295       610  

Interest received from banks excluded structured deposits

        445,105       393,671  

Interest received from structured deposits

        86,848       23,149  

Net (losses)/proceeds from settlement of derivative financial instrument

        (15,316     16,540  

Net proceeds from disposal of property, plant and equipment

     32        67,503       210,122  

Proceeds from disposal of a subsidiary

     21        —         9,600  

Cash received from structured deposits

        3,200,000       12,000  

Cash received from time deposits within one year

        4,100,000       4,000,000  

Cash payment for time deposits above one year

        (3,500,000     —    

Cash payment for time deposits within one year

        (4,100,000     (3,500,000

Cash payment for structured deposits

        (3,800,000     (2,700,000

Cash payment for acquisition of associate

     21        (248,184     —    

Cash payment for equity instruments

        (5,000     —    

Payments for sale of financial assets at fair value through other comprehensive income

        (19,513     —    

Cash held by the subsidiary before disposal

     20        (404     (18,529

Purchases of property, plant and equipment and other long-term assets from related parties

        (83,447     (143,554

Purchases of property, plant and equipment and other long-term assets from third parties

        (1,346,964     (1,043,451
     

 

 

   

 

 

 

Net cash used in investing activities

        (4,623,209     (1,928,369
     

 

 

   

 

 

 

 

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Table of Contents

Consolidated Statement of Cash Flows (continued)

For the year ended 31 December 2019

 

           Year ended 31 December  
           2019     2018  
     Note     RMB’000     RMB’000  

Cash flows from financing activities

      

Proceeds from borrowings from related parties

       —         50,000  

Proceeds from borrowings from banks

       4,755,100       2,486,759  

Proceeds from exercising share option scheme

       —         37,102  

Repayments of borrowings to related parties

       —         (50,000

Repayments of borrowings to banks

       (3,695,208     (2,596,157

Cash payment of acquisition of non-controlling interests

       —         (152,800

Dividends paid to the Company’s shareholders

       (2,704,864     (3,275,656

Dividends paid by subsidiaries to non-controlling interests

       (3,266     (6,457

Principal elements of lease payments

       (89,124     —    
    

 

 

   

 

 

 

Net cash used in financing activities

       (1,737,362     (3,507,209
    

 

 

   

 

 

 

Net (decrease)/increase in cash and cash equivalents

       (1,302,792     1,223,856  

Cash and cash equivalents at the beginning of the year

     23 (b)      8,741,893       7,504,266  

Exchange gains on cash and cash equivalents

       10,598       13,771  
    

 

 

   

 

 

 

Cash and cash equivalents at the end of the year

     23 (b)      7,449,699       8,741,893  
    

 

 

   

 

 

 

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

 

Wu Haijun    Zhou Meiyun
Chairman    Director, Vice General Manager and Chief Financial Officer

 

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Notes to the Consolidated Financial Statements

For the year ended 31 December 2019

 

1

General information

Sinopec Shanghai Petrochemical Company Limited (“the Company”), formerly known as Shanghai Petrochemical Company Limited, was established in the People’s Republic of China (“the PRC”) on 29 June 1993 as a joint stock limited company to hold the assets and liabilities of the production divisions and certain other units of Shanghai Petrochemical Complex (“SPC”), a state-owned enterprise. The Company was under the direct supervision of China Petrochemical Corporation (“Sinopec Group”) at that time.

The Company completed its initial public offerings in 1993. Its shares were listed on the Stock Exchange of Hong Kong Limited (“H shares”) and the New York Stock Exchange in the form of American Depositary Shares (“ADS”) on 26 July 1993, and were also listed on the Shanghai Stock Exchange (“ordinary A shares”) on 8 November 1993.

Sinopec Group completed its reorganization on 25 February 2000. After the reorganization, China Petroleum & Chemical Corporation (“Sinopec Corp.”) was established. As part of the reorganization, Sinopec Group transferred its 4,000,000,000 of the Company’s state-owned legal shares, which represented 55.56 percent of the issued share capital of the Company, to Sinopec Corp.

The Company changed its name to Sinopec Shanghai Petrochemical Company Limited on 12 October 2000, and Sinopec Corp. was the largest shareholder of the Company.

Pursuant to the “Approval on matters relating to the Share Segregation Reform of Sinopec Shanghai Petrochemical Company Limited” issued by the State-owned Assets Supervision and Administration Commission of the State Council (State Owned Property [2013] No.443), a General Meeting of A share shareholders was held on 8 July 2013 and passed the resolution of “Share Segregation Reform of Sinopec Shanghai Petrochemical Company Limited (Amendment)” (“the Share Segregation Reform Resolution”) which was published by the Company on Shanghai Stock Exchange (“SSE”) website on 20 June 2013.

According to the Share Segregation Reform Resolution, the controlling shareholder of the Company, Sinopec Corp., offered shareholders of circulating A shares 5 shares for every 10 circulating A shares they held on 16 August 2013, aggregating 360,000,000 A shares, for the purpose of obtaining the listing rights of its non-circulating shares in the A Shares market. From 20 August 2013 (“the circulation date”), all the Company’s non-circulating A shares have been granted circulating rights on Shanghai Stock Exchange (“SSE”). As part of the restricted conditions, Sinopec Corp. committed that all the 3,640,000,000 A shares held were not allowed to be traded on SSE or transferred within 12 months from the circulation date (“the restriction period”). After the restriction period, Sinopec Corp. can only sell no more than 5 and 10 percent of its total shares within 12 and 24 months, respectively. The former 150,000,000 non-circulating A shares held by social legal persons were also prohibited to be traded on SSE or transferred within 12 months from the circulation date. Meanwhile, Sinopec Corp. also committed in the Share Segregation Reform Resolution that a scheme of converting surplus to share capital (no less than 4 shares for every 10 shares) will be proposed on the board of directors and shareholders meetings within 6 months after the circulation date.

 

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Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

1

General information (continued)

 

The 15th meeting of the 7th term of Board of Directors was held on 28 August 2013 and the Company proposed and passed a resolution regarding interim cash dividend for the first half of 2013 and the conversion of share premium and surplus reserve to share capital. The resolution included a distribution of 5 shares and a cash dividend distribution of RMB0.5 (tax included) for every 10 shares based on the 7,200,000 thousands ordinary shares as at 30 June 2013. Among the 5 shares distributed, 3.36 shares were converted from share premium of RMB2,420,841 thousands and 1.64 shares were converted from surplus reserves of RMB1,179,159 thousands. The resolution was approved by the extraordinary general meeting of shareholders, A share class shareholders meeting and H share class shareholders meeting on 22 October 2013, respectively.

The first tranche of the Share Option Incentive Scheme was exercised on 29 August 2017, and the Company received cash payment of RMB54,580 thousands from 199 grantees. As a result, ordinary A shares of 14,177 thousands were registered on 27 September 2017.

The second tranche of the Share Option Incentive Scheme was exercised on 12 January 2018, and the Company received cash payment of RMB37,102 thousands from 185 grantees, led to an increase of RMB9,637 thousands in share capital.

According to the board resolution of the Company on 28 December 2018, the third tranche was not exercised due to the failure on satisfying the non-market exercise conditions.

As at 31 December 2019, total shares of the Company were 10,823,814 thousands (31 December 2018: 10,823,814 thousands).

The Company and its subsidiaries (“the Group”) are principally engaged in processing crude oil into synthetic fibers, resins and plastics, intermediate petrochemicals and petroleum products.

These consolidated financial statements are presented in thousands of Renminbi Yuan (RMB), unless otherwise stated. These financial statements have been approved for issue by the Board of Directors on 25 March 2020.

 

2

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

  2.1

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRS”) as issued by International Accounting Standards Board (“IASB”). The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities measured at fair value.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

 

160


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.1

Basis of preparation (continued)

 

  2.1.1

Changes in accounting policy and disclosures

 

  (a)

New and amended standards adopted by the Group

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2019:

 

   

IFRS 16 ‘Leases’

 

   

IFRIC 23 ‘Uncertainty over Income Tax Treatments’

 

   

Annual Improvements to IFRS Standards 2015-2017 cycle

 

   

Amendments to IFRS 9 ‘Prepayment Features with Negative Compensation’

 

   

Amendments to IAS 28 ‘Long-team interests in Associates and Joint Ventures’, and

 

   

Amendments to IAS 19 ‘Plan Amendment, Curtailment or Settlement’.

The Group had to change its accounting policies as a result of adopting IFRS 16. The Group elected to adopt the new rules retrospectively but recognized the cumulative effect of initially applying the new standard on 1 January 2019, which was disclosed in Note 3. The other amendments listed above did not have any significant impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.

 

161


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.1

Basis of preparation (continued)

 

  2.1.1

Changes in accounting policy and disclosures (continued)

 

  (b)

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2019 reporting periods and have not been early adopted by the Group:

 

   

Amendments to IFRS 3 ‘Business Combinations’, effective for the accounting period beginning on or after 1 January 2020;

 

   

Amendments to conceptual Framework of IASB, effective for the accounting period beginning on or after 1 January 2020;

 

   

Amendments to IAS 1 ‘Presentation of Financial Statements’ and IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, effective for the accounting period beginning on or after 1 January 2020;

 

   

IFRS 17 ‘Insurance Contracts’, effective for the accounting period beginning on or after 1 January 2021;

 

   

Amendments to IFRS 10 and IAS 28 ‘Sale or contribution of assets between an investor and its associate or joint venture’.

The new standards and interpretations that are not yet effective are not expected to have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.

 

162


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.2

Subsidiaries

 

  2.2.1

Consolidation

A subsidiary is an entity (including a structured entity) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

 

  (a)

Business combinations

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis. Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation are measured at either fair value or the present ownership interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at their acquisition date fair value, unless another measurement basis is required by IFRS.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognized in profit or loss.

 

163


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.2

Subsidiaries (continued)

 

  2.2.1

Consolidation (continued)

 

  (a)

Business combinations (continued)

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in profit or loss. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired, is recorded as goodwill. If the total consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the identifiable net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

Intra-Group transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group’s accounting policies.

 

  (b)

Changes in ownership interests in subsidiaries without change of control

Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions – that is, as transactions with the owners of the subsidiary in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired of the carrying amount of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

 

164


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.2

Subsidiaries (continued)

 

  2.2.1

Consolidation (continued)

 

  (c)

Disposal of subsidiaries

When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. It means the amounts previously recognized in other comprehensive income are reclassified to profit or loss or transferred to another category of equity as specified by applicable IFRSs.

 

  2.2.2

Separate financial statements

Investments in subsidiaries are accounted for at cost less impairment. Cost includes direct attributable costs of investment. The results of subsidiaries are accounted for by the Company on the basis of dividend received and receivable.

Impairment testing of the investments in subsidiaries is required upon receiving a dividend from these investments if the dividend exceeds the total comprehensive income of the subsidiary in the period the dividend is declared or if the carrying amount of the investment in the separate financial statements exceeds the carrying amount in the consolidated financial statements of the investee’s net assets including goodwill.

Investments in joint ventures and associates are accounted for using the equity method of accounting.

 

165


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.3

Associates

An associate is an entity over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost, and the carrying amount is increased or decreased to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. The Group’s investments in associates include goodwill identified on acquisition. Upon the acquisition of the ownership interest in an associate, any difference between the cost of the associate and the Group’s share of the net fair value of the associate’s identifiable assets and liabilities is accounted for as goodwill.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

The Group’s share of post-acquisition profit or loss is recognized in the income statement, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount adjacent to share of net profit of associates and joint ventures accounted for using the equity method in the income statement.

Profits and losses resulting from upstream and downstream transactions between the Group and its associates are recognized in the Group’s financial statements only to the extent of unrelated investor’s interests in the associates. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Gain or losses on dilution of equity interest in associates are recognized in the income statement.

 

166


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.4

Joint arrangements

The Group has applied IFRS 11 to all joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method.

Under the equity method of accounting, interests in joint ventures are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses and movements in other comprehensive income. The Group’s investments in joint ventures include goodwill identified on acquisition. Upon the acquisition of the ownership interest in a joint venture, any difference between the cost of the joint venture and the Group’s share of the net fair value of the joint venture’s identifiable assets and liabilities is accounted for as goodwill. When the Group’s share of losses in a joint venture equals or exceeds its interests in the joint ventures, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the joint ventures.

Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of the joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group.

 

  2.5

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

 

167


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.6

Foreign currency translation

 

  (a)

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).

The consolidated financial statements are presented in RMB, which is the Company’s functional and the Group’s presentation currency.

 

  (b)

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within finance income or expenses. All other foreign exchange gains and losses are presented in the income statement within Other gains – net.

 

  2.7

Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

 

168


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.7

Property, plant and equipment (continued)

 

Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

 

Buildings

     12-40 years  

Plant and machinery

     12-20 years  

Vehicles and other equipment

     4-20 years  

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (Note 2.11).

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within Other gains – net in the income statement.

 

  2.8

Construction in progress

Construction in progress represents buildings, various plant and equipment under construction and pending installation, and is stated at cost less government grants that compensate the Company for the cost of construction, and impairment losses. Cost comprises direct costs of construction as well as interest charges, and foreign exchange differences on related borrowed funds to the extent that they are regarded as an adjustment to interest charges, during the period of construction. Construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use. No depreciation is provided in respect of construction in progress.

 

  2.9

Investment properties

Investment properties are properties which are owned either to earn rental income and/or for capital appreciation.

Investment properties are stated in the balance sheet at cost less accumulated depreciation and impairment losses (Note 2.11). Depreciation is provided over their estimated useful lives on a straight-line basis, after taking into account their estimated residual values. Estimated useful lives of the Group’s investment properties are 30-40 years.

 

169


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.10

Lease prepayments and other non-current assets

From 1 January 2019, lease prepayments and other non-current assets mainly include catalysts used in production and patents. These assets are carried at cost less accumulated amortization and impairment losses. Lease prepayments and other non-current assets are amortized on a straight-line basis over the respective periods of the rights and the estimated useful lives of the catalysts and patents, as follows:

 

Patents

     10-28 years  

Catalyst

     2-5 years  

Accounting policies applied until 1 January 2019

Lease prepayments and other non-current assets mainly represent prepayments for land use rights and catalysts used in production. These assets are carried at cost less accumulated amortization and impairment losses. Lease prepayments and other non-current assets are amortized on a straight-line basis over the respective periods of the rights and the estimated useful lives of the catalysts, as follows:

 

Land use rights

     30-50 years  

Patents

     10-28 years  

Catalyst

     2-5 years  

 

170


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.11

Impairment of non-financial assets

Intangible assets that have an indefinite useful life or intangible assets not ready to use are not subject to amortization and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

 

  2.12

Investments and financial assets

 

  2.12.1

Classification

The Group classifies its financial assets in the following measurement categories:

 

   

those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and

 

   

those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income (“OCI”). For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (“FVOCI”).

The Group reclassifies debt investments when and only when its business model for managing those assets changes.

 

171


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.12

Investments and financial assets (continued)

 

  2.12.2

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

 

  2.12.3

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

 

   

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in Other gains – net, together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the consolidated income statement.

 

172


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.12

Investments and financial assets (continued)

 

  2.12.3

Measurement (continued)

Debt instruments (continued)

 

   

FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gains or losses previously recognized in OCI is reclassified from equity to profit or loss and recognized in Other gains – net. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in Other gains – net and impairment expenses are presented as separate line item in the consolidated income statement.

 

   

FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within Other gains – net in the period in which it arises.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss when the Group’s right to receive payments is established.

Changes in the fair value of financial assets at FVPL are recognized in Other gains – net in the consolidated income statement as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.

 

173


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.12

Investments and financial assets (continued)

 

  2.12.4

Impairment

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For financial instruments that have low credit risk at the balance sheet date, except for receivables related to revenue, the Group assumes that there is no significant increase in credit risk since the initial recognition, on first stage, and measures the loss allowance at an amount equal to 12-month expected credit losses. If there has been a significant increase in credit risk or credit impairment has occurred since the initial recognition of a financial instrument, on second stage, the Group recognizes a loss allowance at an amount equal to lifetime expected credit losses. If credit impairment has occurred since the initial recognition of a financial instrument, on third stage, the Group recognizes a loss allowance at an amount equal to lifetime expected credit losses.

For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables, see Note 4.1(b) for further details.

 

  2.13

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty.

 

  2.14

Derivative financial instruments

Derivative financial instruments of the Group are foreign exchange forward contracts, which are not designated as hedges.

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period.

Fair values are obtained from quoted market prices in active markets, including recent market transactions, and through the use of valuation techniques, including discounted cash flow models and options pricing models, as appropriate. All derivatives are carried as assets when fair value is positive and as liabilities when fair value is negative.

 

174


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.14

Derivative financial instruments (continued)

 

The best evidence of the fair value of a derivative at initial recognition is the transaction price (i.e., the fair value of the consideration given or received) unless the fair value of that instrument is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables include only data from observable markets. When such evidence exists, the Group recognizes profits (losses) on that day.

 

  2.15

Assets classified as held for sale

Assets, including non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable within 12 months. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifically exempt from this requirement.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the asset that is classified as held for sale (or disposal group) is recognized at the date of derecognition.

The assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.

Assets classified as held for sale are presented separately in current assets of the balance sheet.

 

  2.16

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted average cost method. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overheads (based on normal operating capacity). It excludes borrowing costs. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion, the estimated costs necessary to make the sale and the related taxes.

 

175


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.17

Trade receivables, bills receivable and other receivables

Trade receivables and bills receivable are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection of trade receivables, bills receivable and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets.

Trade receivables, bills receivable and other receivables are recognized initially at fair value plus transaction costs and subsequently measured at amortized cost using the effective interest method, less allowance for impairment. See Note 2.12.4 for a description of the Group’s impairment policies.

 

  2.18

Cash and cash equivalents

In the consolidated statement of cash flows, cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are presented within borrowings in current liabilities in the balance sheet.

 

  2.19

Share capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

 

  2.20

Safety production fund

Under China’s law and regulation, the Group is required to accrue safety production fund at a certain percentage of the sales of dangerous goods. The fund is earmarked for improving the safety of production. The fund is accrued from retained earnings to other reserves and converted back to retained earnings when used.

 

  2.21

Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade and other payables are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade and other payables are recognized initially at fair value plus transaction costs and subsequently measured at amortized cost using the effective interest method.

 

176


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.22

Borrowings

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method.

Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a pre-payment for liquidity services and amortized over the period of the facility to which it relates.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.

 

  2.23

Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

Borrowing costs include interest expense, finance charges in respect of exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. The exchange gains and losses that are an adjustment to interest costs include the interest rate differential between borrowing costs that would be incurred if the entity had borrowed funds in its functional currency, and the borrowing costs actually incurred on foreign currency borrowings.

 

  2.24

Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

 

177


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.24

Current and deferred income tax (continued)

 

  (a)

Current income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company’s subsidiaries, associates and joint ventures operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

  (b)

Deferred income tax

Inside basis differences

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Outside basis differences

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally the Group is unable to control the reversal of the temporary difference for associates. Only when there is an agreement in place that gives the Group the ability to control the reversal of the temporary difference in the foreseeable future, deferred tax liability in relation to taxable temporary differences arising from the associate’s undistributed profits is not recognized.

Deferred income tax assets are recognized on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilized.

 

178


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.24

Current and deferred income tax (continued)

 

  (c)

Offsetting

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

  2.25

Employee benefits

 

  (a)

Pension obligations

The PRC employees of the Group are covered by various PRC government-sponsored defined-contribution pension plans under which the employees are entitled to a monthly pension based on certain formulas. The relevant government agencies are responsible for the pension liability to these employees when they retire. The Group contributes on a monthly basis to these pension plans for the employees which are determined at a certain percentage of their salaries. Under these plans, the Group has no obligation for post-retirement benefits beyond the contribution made. Contributions to these plans are expensed as incurred and contributions paid to the defined contribution pension plans for a staff are not available to reduce the Group’s future obligations to such defined-contribution pension plans even if the staff leaves the Group.

 

  (b)

Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of the following dates: when Group demonstrably commits itself to terminate employment or to provide benefits as a result of voluntary redundancy by having a detailed formal plan which is without realistic possibility of withdrawal. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

 

179


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.26

Share-based payment

 

  (a)

Equity-settled share-based payment transactions

The Group operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Group. The fair value of the employee services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

 

   

including any market performance conditions such as an entity’s share price;

 

   

excluding the impact of any service and non-market performance vesting conditions such as profitability, sales growth targets and remaining an employee of the entity over a specified time period; and

 

   

including the impact of any non-vesting conditions such as the requirement for employees to save or holding shares for a specified period of time.

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-marketing performance and service conditions. It recognizes the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

In addition, in some circumstances employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognizing the expense during the period between service commencement period and grant date.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital.

 

  (b)

Share-based payment transactions among Group entities

The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognized over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity accounts.

 

180


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.27

Provisions

Provisions for environmental restoration, restructuring costs and legal claims are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments. Provisions are not recognized for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

 

  2.28

Revenue recognition

 

  (a)

Sales of petroleum and chemical products

The Group manufactures and sells petroleum and chemical products. Sales are recognized when control of the products has transferred, being when the products are delivered to and accepted by the customer. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Advance from customers but goods not yet delivered is recorded as contract liabilities and is recognized as revenues when a customer obtains control over the relevant goods.

Revenue excludes value added tax and is after deduction of any estimated trade discounts.

The Group has elected to apply the practical expedient that contract costs incurred related to contracts with an amortization period of less than one year have been expensed as incurred. The Group also applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

  (b)

Rental income

Rental income from investment property is recognized in the income statement on a straight-line basis over the term of the lease.

 

181


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.28

Revenue recognition (continued)

 

  (c)

Overseas shipping services

The Group arranges overseas shipping services for the customer and revenue is recognized over time and based on the actual shipping service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on the actual passages of time (days) relative to the total expected shipping days.

 

  2.29

Interest income

Interest income from financial assets at FVPL is included in Other gains – net, see Note 9 below. Interest income on financial assets at amortized cost and financial assets at FVOCI calculated using the effective interest method is recognized in the consolidated income statement as part of other income.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).

Interest income is presented as finance income where it is earned from financial assets that are held for cash management purposes, see Note 10 below.

 

  2.30

Dividend income

Dividend income is recognized when the right to receive payment is established.

 

  2.31

Government grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognized in the income statement over the period necessary to match them with the costs that they are intended to compensate.

Grants that compensate the Group for the cost of an asset are deducted from the carrying amount of the asset and consequently are effectively recognized in the income statement over the useful life of the asset by way of reduced depreciation expense.

 

182


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.32

Leases

As explained in Note 2.1.1 (a) above, the Group has changed its accounting policy for leases. The new policy and the impact of the change are described in Note 3.

Until 31 December 2018, leases in which a significant portion of the risks and rewards of ownership were not transferred to the Group as lessee were classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) were charged to the income statement on a straight-line basis over the period of the lease.

Lease income from operating leases where the Group is a lessor is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the underlying asset and recognized as expense over the lease term on the same basis as lease income. The respective leased assets are included in the balance sheet based on their nature. The Group did not need to make any adjustments to the accounting for assets held as lessor as a result of adopting the new leasing standard. The respective leased assets are included in the balance sheet bases on their nature.

 

  2.33

Dividend distribution

Dividend distribution to the Company’s shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

 

  2.34

Research and development costs

Research and development costs comprise all costs that are directly attributable to research and development activities or that can be allocated on a reasonable basis to such activities. Research and development costs are recognized as intangible assets when the following criteria are met:

 

   

it is technically feasible to complete the research and development project so that it will be available for use or sale;

 

   

management intends to complete the research and development project, and use or sell it;

 

   

it can be demonstrated how the research and development project will generate economic benefits;

 

   

there are adequate technical, financial and other resources to complete the development and the ability to use or sell the research and development project; and

 

   

the expenditure attributable to the research and development project during its development phase can be reliably measured.

 

183


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

2

Summary of significant accounting policies (continued)

 

  2.34

Research and development costs (continued)

 

Other research and development expenditure that do not meet these criteria are recognized as an expense as incurred. Research and development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

 

  2.35

Related parties

 

  (a)

A person, or a close member of that person’s family, is related to the Group if that person:

 

  (1)

has control or joint control over the Group;

 

  (2)

has significant influence over the Group; or

 

  (3)

is a member of the key management personnel of the Group or the Group’s parent.

 

  (b)

An entity is related to the Group if any of the following conditions applies:

 

  (1)

The entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others).

 

  (2)

One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member).

 

  (3)

Both entities are joint ventures of the same third party.

 

  (4)

One entity is a joint venture of a third entity and the other entity is an associate of the third entity.

 

  (5)

The entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group.

 

  (6)

The entity is controlled or jointly controlled by a person identified in (i).

 

  (7)

A person identified in (i)(1) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity).

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

 

184


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

3

Changes in accounting policies

This note explains the impact of the adoption of IFRS 16 ‘Leases’ on the Group’s financial statements.

As indicated in Note 2.1.1 (a) above, the Group has adopted IFRS 16 ‘Leases’ retrospectively from 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognized in the opening balance sheet on 1 January 2019. The new accounting policies are disclosed in Note 3.3 below.

 

  3.1

Impact of adoption

On adoption of IFRS 16, the Group recognized lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 ‘Leases’. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was from 4.35% to 4.90%.

 

  (a)

Measurement of lease liabilities

 

     RMB’000  

Operating lease commitments disclosed as at 31 December 2018

     84,746  

Discounted using the lessee’s incremental borrowing rate of at the date of initial application

     77,046  

(Less): short-term leases recognized on a straight-line basis as expense

     (315
  

 

 

 

Lease liability recognized as at 1 January 2019

     76,731  
  

 

 

 

Of which are:

  

Current lease liabilities

     74,093  

Non-current lease liabilities

     2,638  

 

  (b)

Measurement of right-of-use assets

Right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet as at 31 December 2018. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application.

 

185


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

3

Changes in accounting policies (continued)

 

  3.1

Impact of adoption (continued)

 

  (c)

Adjustments recognized in the balance sheet on 1 January 2019

The change in accounting policy affected the following items in the balance sheet on 1 January 2019:

 

   

right-of-use assets – increase by RMB411,878 thousands (Note 16)

 

   

lease prepayment and other non-current assets – decreased by RMB335,026 thousands (Note 15)

 

   

prepayments – decrease by RMB121 thousands

 

   

lease liabilities – increase by RMB76,731 thousands

 

  (d)

Impact on segment disclosures

As at 31 December 2019, allocated assets and allocated liabilities increased as a result of the change in accounting policy. Right-of-use assets and lease liabilities are now included in segment assets and liabilities. The following segments were affected by the change in policy:

 

     Addition to      Addition to  
     allocated
assets
     allocated
liabilities
 
     RMB’000      RMB’000  

Synthetic fibres

     9,047        536  

Resins and plastics

     50,006        5,177  

Intermediate petrochemicals

     46,320        2,738  

Petroleum products

     236,531        13,371  

Trading of petrochemical products

     13        –    

Others

     1,943        221  
  

 

 

    

 

 

 
     343,860        22,043  
  

 

 

    

 

 

 

 

186


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

3

Changes in accounting policies (continued)

 

  3.1

Impact of adoption (continued)

 

  (e)

Practical expedients applied

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

 

   

applying a single discount rate to a portfolio of leases with reasonably similar characteristics, and

 

   

accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and IFRIC 4 ‘Determining whether an Arrangement contains a Lease’.

 

  3.2

Lessor accounting

The Group did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of IFRS 16.

 

  3.3

The Group’s leasing activities and how these are accounted for

The Group leases various land, buildings, equipment, vehicles and others. Rental contracts of buildings, equipment, vehicles and others are typically made for fixed periods of 1 to 30 years. Rental contracts of land use rights are typically made for fixed periods of 30 to 50 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Until the 2018 financial year, leases were classified as either finance leases or operating leases. From 1 January 2019, leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

 

187


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

3

Changes in accounting policies (continued)

 

  3.3

The Group’s leasing activities and how these are accounted for (continued)

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

 

   

fixed payments (including in-substance fixed payments), less any lease incentives receivable,

 

   

variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date,

 

   

amounts expected to be payable by the Group under residual value guarantees,

 

   

the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and

 

   

payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, the Group:

 

   

where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received

 

   

uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing, and

 

   

makes adjustments specific to the lease, eg term, country, currency and security.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

 

188


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

3

Changes in accounting policies (continued)

 

  3.3

The Group’s leasing activities and how these are accounted for (continued)

 

Right-of-use assets are measured at cost comprising the following:

 

   

the amount of the initial measurement of lease liability,

 

   

any lease payments made at or before the commencement date less any lease incentives received,

 

   

any initial direct costs, and

 

   

restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight- line basis, as follows:

 

Land use rights

     30-50 years  

Buildings

     1-30 years  

Equipment

     1-2 years  

Vehicles and others

     1-5 years  

Payments associated with short-term leases of equipment and vehicles are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.

 

4

Financial risk management

 

  4.1

Financial risk factors

The Group’s activities exposed it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and commodity price risk), credit risk and liquidity risk. The Group’s overall risk management programmer focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance.

 

189


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (a)

Market risk

 

  (i)

Foreign exchange risk

The Group’s major operational activities are carried out in Mainland China and a majority of the transactions are denominated in RMB. Nevertheless the Group is exposed to foreign exchange risk arising from the recognized assets and liabilities (mainly trade payables), and future transactions denominated in foreign currencies, primarily with respect to US dollar. The Group’s finance department at its headquarter is responsible for monitoring the amount of assets and liabilities, and transactions denominated in foreign currencies to minimize the foreign exchange risk. For the year ended 31 December 2019 and 31 December 2018, the Group uses forward foreign exchange contracts and foreign exchange option contracts to mitigate its exposure to foreign exchange risk respect to US dollar. The forward and option contracts the Group used are not designed as hedging instrument. As at 31 December 2019, the nominal amount of US dollar foreign exchange options were amounted to RMB40,754 thousands (31 December 2018: RMB571,476 thousands), which would be matured within six months.

As at 31 December 2019, if the foreign currencies had weakened/strengthened by 5% against RMB with all other variables held constant, the Group’s net profit for the year would have been RMB13,699 thousands increased/decreased before considering the impact of forward and option contracts as a result of foreign exchange gains/losses on translation of foreign currencies denominated trade payables and borrowings (31 December 2018: RMB30,713 thousands).

 

  (ii)

Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from short-term interest bearing borrowings. Borrowings obtained at variable rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group determines the relative proportions of its fixed rate and floating rate contracts depending on the prevailing market conditions. As at 31 December 2019, the Group’s short-term borrowings denominated with floating rates amounted to RMB47,600 thousands, which represented 3% of total borrowing balance (31 December 2018: RMB497,249 thousands, representing 100% of total borrowing balance).

 

190


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (a)

Market risk (continued)

 

  (ii)

Cash flow and fair value interest rate risk (continued)

 

The Group’s finance department at its headquarter continuously monitors the interest rate position of the Group. Increases in interest rates will increase the cost of new borrowing and the interest expenses with respect to the Group’s outstanding floating rate borrowings, and therefore could have a material adverse effect on the Group’s financial position. The Group makes adjustments timely with reference to the latest market conditions and may enter into interest rate swap agreements to mitigate its exposure to interest rate risk. For the years ended 31 December 2019 and 31 December 2018, the Group did not enter into any interest rate swap agreements.

As at 31 December 2019, if interest rates on the floating rate borrowings had risen/fallen by 50 basis points while all other variables had been held constant, the Group’s net profit would have decreased/ increased by approximately RMB179 thousands (31 December 2018: RMB1,865 thousands), mainly as a result of higher/lower interest expense on floating rate borrowings.

 

  (iii)

Commodity price risk

The Group principally engages in processing crude oil into synthetic fibers, resins and plastics, intermediate petrochemicals and petroleum products. The selling price of petroleum products is periodically adjusted by government department based on the market price adjustment mechanism, and generally in connection with the crude oil price. The selling prices of synthetic fibers, resins and plastics and intermediate petrochemicals are market prices. The Group didn’t have any derivative financial instrument such as commodity futures and swaps, therefore the fluctuation of crude oil price could have significant impact on the Group.

 

  (b)

Credit risk

 

  (i)

Risk management

Credit risk is managed on group basis. It mainly arises from cash and cash equivalents, time deposits with banks, structured deposits, trade receivables, other receivables, bills receivable, etc.

Group expects that there is no significant credit risk associated with cash at bank (including time deposits and structured deposits) and bills receivable since they are deposits and bank acceptance bills at state-owned banks and other medium or large size listed banks. Management does not expect that there will be any significant losses from non-performance by these counterparties.

 

191


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (i)

Risk management (continued)

 

In addition, the Group has policies to limit the credit exposure on trade receivables, other receivables and bills receivable. The Group assesses the credit quality of and sets credit limits on its customers by taking into account their financial position, the availability of guarantee from third parties, their credit history and other factors such as current market conditions. The credit history of the customers is regularly monitored by the Group. In respect of customers with a poor credit history, the Group will use written payment reminders, or shorten or cancel credit periods, to ensure the overall credit risk of the Group is limited to a controllable extent.

The Group considers the probability of default upon initial recognition of a financial asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Group compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forward-looking information. Especially the following indicators are incorporated:

 

   

internal credit rating;

 

   

external credit rating (as far as available);

 

   

actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtors’ ability to meet its obligations;

 

   

actual or expected significant changes in the operating results of the debtors;

 

   

significant increases in credit risk on other financial instruments of the same debtors;

 

   

significant changes in the value of the collateral supporting the obligation or in the quality of third-party guarantees or credit enhancements;

 

   

significant changes in the expected performance and behavior of the debtors, including changes in the payment status of debtors, etc.

 

192


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (i)

Risk management (continued)

 

Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making a contractual payment.

It has other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews regularly the recoverable amount of each individual trade receivables to ensure that adequate impairment losses are made for irrecoverable amounts. The Group has no significant concentrations of credit risk, with exposure spread over a large number of counterparties and costumers.

For other receivables, management makes periodic collective assessment as well as individual assessment on the recoverability of other receivables based on historical settlement records and forward-looking information. The management believe that there is no material credit risk inherent in the Group’s outstanding balance of other receivable.

 

  (ii)

Impairment of financial assets

The Group has three types of financial assets that are subject to the expected credit loss model:

 

 

Trade receivables for sales of goods and from the providing services,

 

 

Other financial assets carried at amortised cost, and

 

 

Debt instruments carried at FVOCI

While cash and cash equivalents, time deposits with banks and bills receivable are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

Trade receivables

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables (including trade receivables with related parties and those carried at FVOCI).

 

193


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (ii)

Impairment of financial assets (continued)

 

Trade receivables (continued)

 

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.

The expected credit loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2019 and 31 December 2018 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.

The loss allowances for trade receivables as at 31 December 2019 and 31 December 2018 reconcile to the opening loss allowances as follows:

 

     Trade receivables (including
receivables from related parties)
 
     2019
RMB’000
     2018
RMB’000
 

Opening loss allowance as at 1 January

     54        37  

Provision for loss allowance recognized in profit or loss

     —          17  

Reversal of previous impairment losses

     (54      —    
  

 

 

    

 

 

 

Closing loss allowance at 31 December

     —          54  
  

 

 

    

 

 

 

For the year ended 31 December 2019 and 31 December 2018, the (reversal)/provision for loss allowance were recognized in profit or loss in net impairment losses on financial assets.

Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

 

194


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (ii)

Impairment of financial assets (continued)

 

Other financial assets at amortised cost

Other financial assets at amortized cost include other receivables.

As at 31 December 2019 and 31 December 2018, the internal credit rating of other receivables were performing. The Group has assessed that the expected credit losses for these receivables are not material under the 12 months expected losses method.

The loss allowance provision for other receivables as at 31 December 2019 and 31 December 2018 reconciles to the opening loss allowance provision as follows:

 

     Other receivables (including
receivables from related parties)
 
     2019
RMB’000
     2018
RMB’000
 

Opening loss allowance as at 1 January

     144        1,016  

Provision for loss allowance recognized in profit or loss

     —          56  

Reversal of previous impairment losses

     (5      (34

Receivables written off during the year as uncollectible

     —          (894
  

 

 

    

 

 

 

Closing loss allowance at 31 December

     139        144  
  

 

 

    

 

 

 

Management considered the internal credit risk of other receivable including receivables from related parties were performing as they have a low risk of default and the counterparties have a strong capacity to meet its contractual cash flow obligations in the near term, and thus the impairment provision recognized during the period was limited to 12 months expected losses.

For year ended 31 December 2019, the (reversal)/provision for loss allowance were recognized in profit or loss in net impairment losses on financial assets in relation to the impaired other receivables.

 

195


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (ii)

Impairment of financial assets (continued)

 

Debt instruments carried at FVOCI

Debt instruments carried at FVOCI include trade receivables and bills receivable with a business model which is achieved both by collecting contractual cash flows and selling of these assets. The loss allowance for debt instruments is recognized in profit or loss and reduces the fair value loss otherwise recognized in OCI.

While bills receivable carried at FVOCI are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial. The above Note 4 (b)(ii) provides the details about the loss allowance for trade receivables carried at FVOCI.

As at 31 December 2019 and 31 December 2018, no loss allowance was provided for financial assets at FVOCI.

 

  (iii)

Net impairment losses on financial assets recognized in profit or loss

During the year, the following gains/(losses) were recognized in profit or loss in relation to impaired financial assets:

 

     2019
RMB’000
     2018
RMB’000
 

Impairment losses – movement in loss allowance for trade and other receivables

     —          (73

Reversal of previous impairment losses

     59        34  
  

 

 

    

 

 

 

Net impairment losses on financial assets

     59        (39
  

 

 

    

 

 

 

 

196


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (b)

Credit risk (continued)

 

  (iv)

Financial assets at fair value through profit or loss

The Group is also exposed to credit risk in relation to investments such as structured deposits and derivative financial instruments, which are measured at fair value through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount of these investments.

 

  (c)

Liquidity risk

Cash flow forecast is performed by the operating entities of the Group and aggregated by Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities from major financial institution so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities to meet the short-term and long-term liquidity requirements.

The liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflow from operations, the renewal of its short-term bank loans and its ability to obtain adequate external financing to support its working capital and meet its debt obligation when they become due. As at 31 December 2019, the Group had credit facilities with several PRC financial institutions which provided the Group to draw down or to guarantee the issuance of the bills of lading to RMB21,258,288 thousands, within which amounted to RMB17,601,233 thousands were unused. The maturity dates of the unused facility amounted to RMB15,101,233 thousands will be after 31 December 2020 as disclosed in Note 23(f). Management assessed that all the facilities could be renewed upon the expiration dates.

Surplus cash held by the operating entities over and above balance required for working capital management are transferred to the Group treasury. As at 31 December 2019, the Group held cash and cash equivalents of RMB7,449,699 thousands (31 December 2018: RMB8,741,893 thousands) (Note 23 (b)) and trade receivables (including trade receivables with related parties and those carried at FVOCI) of RMB2,376,098 thousands (31 December 2018: RMB3,181,196 thousands), that are expected to readily generate cash inflows for managing liquidity risk.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

 

197


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.1

Financial risk factors (continued)

 

  (c)

Liquidity risk (continued)

 

Contractual maturities of financial liabilities 31 December 2019

   Less than
1 year
RMB’000
     Between 1
and 2 years
RMB’000
     Between 2
and 5 years
RMB’000
     Over 5
years
RMB’000
     Total
RMB’000
 

Non-derivatives

              

Borrowings

     1,575,176        —          —          —          1,575,176  

Lease liabilities

     11,700        8,846        2,435        495        23,476  

Bills payables

     673,900        —          —          —          673,900  

Trade payables

     2,142,402        —          —          —          2,142,402  

Other payables

     747,133        —          —          —          747,133  

Amounts due to related parties

     5,702,728        —          —          —          5,702,728  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     10,853,039        8,846        2,435        495        10,864,815  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

              

Derivative financial instruments

     799        —          —          —          799  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Contractual maturities of financial liabilities 31 December 2018

   Less than
1 year
RMB’000
     Between 1
and 2 years
RMB’000
     Between 2
and 5 years
RMB’000
     Over 5
years
RMB’000
     Total
RMB’000
 

Non-derivatives

              

Borrowings

     501,435        —          —          —          501,435  

Trade payables

     2,922,998        —          —          —          2,922,998  

Other payables

     695,693        —          —          —          695,693  

Amounts due to related parties

     4,560,952        —          —          —          4,560,952  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,681,078        —          —          —          8,681,078  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Derivatives

              

Derivative financial instruments

     11,005        —          —          —          11,005  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

198


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

    

 

4

Financial risk management (continued)

 

  4.2

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the consolidated balance sheet) less cash and cash equivalents. Total capital is calculated as equity as shown in the consolidated balance sheet plus net debt.

As cash and cash equivalents exceed total borrowings, which was resulted primarily from profitability, there was no net debt as at 31 December 2019 and 31 December 2018.

 

  4.3

Fair value estimation

The table below analyses the Group’s financial instruments carried at fair value as at 31 December 2019 and 31 December 2018 by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair value hierarchy as follows:

 

   

The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.

 

   

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

 

   

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

 

199


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

4

Financial risk management (continued)

 

  4.3

Fair value estimation (continued)

 

 

Recurring fair value measurements

As at 31 December 2019

   Level 1
RMB’000
     Level 2
RMB’000
     Level 3
RMB’000
     Total
RMB’000
 

Financial assets

           

Financial assets at fair value through other comprehensive income

           

Trade and bill receivables

     —          1,540,921        —          1,540,921  

Equity investments

     —          —          5,000        5,000  

Structured deposits

     —          —          3,318,407        3,318,407  

Foreign exchange options

     —          263        —          263  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          1,541,184        3,323,407        4,864,591  
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities

           

Foreign exchange options

     —          799        —          799  
  

 

 

    

 

 

    

 

 

    

 

 

 

Recurring fair value measurements

As at 31 December 2018

   Level 1
RMB’000
     Level 2
RMB’000
     Level 3
RMB’000
     Total
RMB’000
 

Financial assets

           

Financial assets at fair value through other comprehensive income

     —          1,672,431        —          1,672,431  

Structured deposits

     —          —          2,719,811        2,719,811  

Foreign exchange options

     —          7,468        —          7,468  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          1,679,899        2,719,811        4,399,710  
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities

           

Foreign exchange options

     —          11,005        —          11,005  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Group uses discounted cash flow model with inputted interest rate, which were influenced by historical fluctuation and the probability of market fluctuation, to evaluate the fair value of the structured deposits classified as Level 3 financial assets.

 

200


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

4

Financial risk management (continued)

 

  4.3

Fair value estimation (continued)

 

Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended 31 December 2019:

 

     Equity      Structured         
     investments      deposits      Total  
     RMB’000      RMB’000      RMB’000  

Closing balance 31 December 2018

     —          2,719,811        2,719,811  
  

 

 

    

 

 

    

 

 

 

Acquisitions

     5,000        3,800,000        3,805,000  

Disposals

     —          (3,200,000      (3,000,000

Fair value change

     —          (1,404      (1,404
  

 

 

    

 

 

    

 

 

 

Closing balance 31 December 2019

     5,000        3,318,407        3,323,407  
  

 

 

    

 

 

    

 

 

 

Financial assets and financial liabilities not measured at fair value mainly represent time deposits, trade receivables and other receivables, trade and other payables (except for the staff salaries and welfare payables and taxes payables) and borrowings. As at 31 December 2019 and 31 December 2018, these financial assets are expected to be collected in one year or less and these financial liabilities are due within one year or less. As a result, the carrying amounts of these financial assets and liabilities not measured at fair value are a reasonable approximation of their fair value.

 

5

Critical accounting estimates and assumptions

Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

201


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

5

Critical accounting estimates and assumptions (continued)

 

  (a)

Net realizable value (“NRV”) of inventories

The NRV is determined based on the estimated selling prices less the estimated costs to completion, if relevant, other costs necessary to make the sale, and the related taxes. Determination of estimated selling prices requires significant management judgement, taking into consideration of historical selling prices and future market trend. If the actual selling prices were to be lower or the costs of completion were to be higher than estimated, the actual allowance for diminution in value of inventories could be higher than the estimate.

 

  (b)

Impairments for non-financial assets

In determining the value in use, expected cash flows generated by the non-financial assets or the cash-generating unit are discounted to their present value. Management uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on reasonable and supportable assumptions and projections of sale volume, selling price and amount of operating costs.

 

  (c)

Useful life and residual value of property, plant and equipment

Property, plant and equipment, are depreciated on a straight-line basis over the estimated useful lives of the assets, after taking into account the estimated residual value. Management reviews the estimated useful lives of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets, taking into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.

 

6

Segment information

The Group manages its business by divisions, which are organized by business lines. In view of the fact that the Company and its subsidiaries operate mainly in the PRC, no geographical segment information is presented.

In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker, Board of Directors, for the purposes of resource allocation and performance assessment, the Group has identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise investments accounted for using the equity method, deferred income tax assets, cash and cash equivalents, time deposits, structured deposits, entrusted lending and incomes relating to these assets (such as share of profit of investments accounted for using equity method and interest income) and borrowings and interest expenses.

 

202


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

The Group principally operates in five operating segments: synthetic fibers, resins and plastics, intermediate petrochemicals, petroleum products and trading of petrochemical products. Synthetic fibers, resins and plastics, intermediate petrochemicals and petroleum products are produced through intermediate steps from the principal raw material of crude oil. The specific products of each segment are as follows:

 

  (i)

The synthetic fibers segment produces primarily polyester, acrylic fibers and carbon fibers, which are mainly used in the textile and apparel industries.

 

  (ii)

The resins and plastics segment produces primarily polyester chips, polyethylene resins, polypropylene resins and PVA granules. The polyester chips are used to produce polyester fibers, coating and containers. Polyethylene resins and plastics are used to produce insulated cable, mulching films and molded products such as housewares and toys. Polypropylene resins are used for films, sheets and molded products such as housewares, toys, consumer electronics and automobile parts.

 

  (iii)

The intermediate petrochemicals segment primarily produces p-xylene, benzene and ethylene oxide. The intermediate petrochemicals produced by the Group are both served as raw materials in the production of other petrochemicals, resins, plastics and synthetic fibers, and sold to external customers.

 

  (iv)

The petroleum products segment is equipped with crude oil refinery facilities used to produce qualified refined gasoline, fuel, diesel oil, heavy oil and liquefied petroleum gas, and provide raw materials for the Group’s downstream petrochemical processing facilities.

 

  (v)

The trading of petrochemical products segment is primarily engaged in importing and exporting of petrochemical products. The products are sourced from international and domestic suppliers.

 

  (vi)

Other operating segments represent the operating segments which do not meet the quantitative threshold for determining reportable segments. These include investment property leasing, service provision and a variety of other commercial activities.

 

203


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

2019

   Synthetic
fibers
RMB’000
    Resins and
plastics
RMB’000
    Intermediate
petrochemicals
RMB’000
    Petroleum
products
RMB’000
    Trading of
petrochemical
products
RMB’000
    Other
segments
RMB’000
    Total
RMB’000
 

Total segment revenue

     2,200,229       10,304,812       24,698,643       66,754,731       21,881,214       1,502,840       127,342,469  

Inter – segment revenue

     —         (141,101     (14,187,500     (11,868,026     (175,200     (700,975     (27,072,802
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenue from external customers

     2,200,229       10,163,711       10,511,143       54,886,705       21,706,014       801,865       100,269,667  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Timing of revenue recognition

              

At a point in time

     2,200,229       10,163,711       10,511,143       54,886,705       21,695,864       801,865       100,259,517  

Over time

     —         —         —         —         10,150       —         10,150  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2,200,229       10,163,711       10,511,143       54,886,705       21,706,014       801,865       100,269,667  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross (loss)/profit

     (501,062     542,015       649,435       750,850       121,193       25,314       1,587,745  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2018

   Synthetic
fibers
RMB’000
    Resins and
plastics
RMB’000
    Intermediate
petrochemicals
RMB’000
    Petroleum
products
RMB’000
    Trading of
petrochemical
products
RMB’000
    Other
segments
RMB’000
    Total
RMB’000
 

Total segment revenue

     2,225,594       10,868,758       26,327,039       66,009,608       27,650,410       1,488,856       134,570,265  

Inter – segment revenue

     —         (138,481     (13,923,959     (11,037,010     (1,090,056     (691,852     (26,881,358
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenue from external customers

     2,225,594       10,730,277       12,403,080       54,972,598       26,560,354       797,004       107,688,907  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Timing of revenue recognition

              

At a point in time

     2,225,594       10,730,277       12,403,080       54,972,598       26,537,983       797,004       107,666,536  

Over time

     —         —         —         —         22,371       —         22,371  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2,225,594       10,730,277       12,403,080       54,972,598       26,560,354       797,004       107,688,907  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total gross (loss)/profit

     (537,590     1,081,206       2,135,060       2,936,678       149,236       9,916       5,774,506  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

204


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

     2019
RMB’000
     2018
RMB’000
 

Segment result – profit/(loss) from operations

     

Petroleum products

     705,469        2,910,063  

Resins and plastics

     401,454        900,440  

Intermediate petrochemicals

     413,914        1,934,926  

Trading of petrochemical products

     53,214        104,900  

Synthetic fibers

     (540,280      (573,503

Others

     286,801        308,286  
  

 

 

    

 

 

 

Profit from operations

     1,320,572        5,585,112  

Net finance income

     362,963        337,412  

Share of profit of investments accounted for using the equity method

     972,593        885,597  
  

 

 

    

 

 

 

Profit before income tax

     2,656,128        6,808,121  
  

 

 

    

 

 

 

Other profit and loss disclosures

 

     2019     2018  
     Depreciation
and
amortization
RMB’000
    Impairment
loss
RMB’000
    Inventory
write-
down
RMB’000
    Depreciation
and
amortization
RMB’000
    Impairment
loss
RMB’000
    Inventory
write
down
RMB’000
 

Synthetic fibers

     (68,589     7       (48,844     (68,428     (47,937     (35,945

Resins and plastics

     (125,464     6       (12,073     (139,447     (9     (19,219

Intermediate petrochemicals

     (497,469     (478     (9,094     (575,025     (34,695     (8,630

Petroleum products

     (972,688     38       (167     (862,659     (50     (22,209

Trading of petrochemical products

     (211     —         —         (111     —         —    

Others

     (174,367     —         —         (161,943     —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     (1,838,788     (427     (70,178     (1,807,613     (82,691     (86,003
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

205


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

     As at 31 December  
     2019
Total assets
RMB’000
     2018
Total assets
RMB’000
 

Allocated assets

     

Synthetic fibres

     997,650        1,114,911  

Resins and plastics

     1,802,681        1,924,863  

Intermediate petrochemicals

     3,721,337        4,176,850  

Petroleum products

     14,014,403        15,567,239  

Trading of petrochemical products

     1,492,405        1,807,433  

Others

     2,294,668        2,067,698  
  

 

 

    

 

 

 

Allocated assets

     24,323,144        26,658,994  
  

 

 

    

 

 

 

Unallocated assets

     

Investments accounted for using the equity method

     5,208,758        4,527,133  

Cash and cash equivalents

     7,449,699        8,741,893  

Time deposits with banks

     5,020,073        1,500,000  

Deferred income tax assets

     150,832        119,075  

Financial assets at fair value through profit or loss

     3,318,670        2,727,279  

Others

     22,899        111,523  
  

 

 

    

 

 

 

Unallocated assets

     21,170,931        17,726,903  
  

 

 

    

 

 

 

Total assets

     45,494,075        44,385,897  
  

 

 

    

 

 

 

 

206


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

 

     As at 31 December  
     2019
Total liabilities
RMB’000
     2018
Total liabilities
RMB’000
 

Allocated liabilities

     

Synthetic fibers

     340,034        427,005  

Resins and plastics

     1,372,574        1,404,499  

Intermediate petrochemicals

     1,736,967        1,767,232  

Petroleum products

     8,482,596        7,813,381  

Trading of petrochemical products

     1,946,530        1,923,373  

Others

     73,127        79,712  
  

 

 

    

 

 

 

Allocated liabilities

     13,951,828        13,415,202  
  

 

 

    

 

 

 

Unallocated liabilities

     

Borrowings

     1,547,600        497,249  

Financial liabilities at fair value through profit or loss

     799        11,005  
  

 

 

    

 

 

 

Unallocated liabilities

     1,548,399        508,254  
  

 

 

    

 

 

 

Total liabilities

     15,500,227        13,923,456  
  

 

 

    

 

 

 

 

207


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

6

Segment information (continued)

 

 

     2019
RMB’000
     2018
RMB’000
 

Additions to property, plant and equipment, construction in progress, right-of-use assets, lease prepayments and other non-current assets

     

Synthetic fibres

     294,515        124,188  

Resins and plastics

     74,633        112,638  

Intermediate petrochemicals

     204,021        246,857  

Petroleum products

     1,024,626        806,833  

Trading of petrochemical products

     89        —    

Others

     103,418        98,737  
  

 

 

    

 

 

 
     1,701,302        1,389,253  
  

 

 

    

 

 

 

Entity-wide information

The Group’s revenue from external customers are mainly within Mainland China in 2019 and 2018. As at 31 December 2019 and 31 December 2018, assets are also mainly within Mainland China.

Revenue of approximate RMB42,657,975 thousands (2018: RMB42,492,816 thousands) are derived from a single customer.

These revenues are attributable to the petroleum products and others segments.

 

208


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

7

Other operating income

 

     2019
RMB’000
     2018
RMB’000
 

Government grants (i)

     69,678        116,330  

Rental income from investment property (Note 18)

     76,381        76,001  

Others

     4,655        10,286  
  

 

 

    

 

 

 
     150,714        202,617  
  

 

 

    

 

 

 

 

  (i)

Government grants

Grants related to R&D, other tax refund and subsidies of RMB69,241 thousands (2018: RMB115,893 thousands) are included in the government grants line item. There are no unfulfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other forms of government assistance.

Deferral and presentation of government grants

Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets. See Note 26 for further details. For the year ended 31 December 2019, RMB437 thousands were included in the government grants line item (As at 31 December 2018: RMB437 thousands).

 

209


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

8

Other operating expenses

 

     2019
RMB’000
     2018
RMB’000
 

Cost related to lease of investment properties

     (16,199      (19,367

Others

     (5,726      (13,181
  

 

 

    

 

 

 
     (21,925      (32,548
  

 

 

    

 

 

 

 

9

Other gains – net

 

     2019
RMB’000
     2018
RMB’000
 

Net gains on disposal of land, property, plant and equipment (i)

     158,551        172,508  

Income from structured deposits

     85,444        19,811  

Fair value gains/(losses) on foreign exchange option and forward exchange contracts

     3,001        (2,021

(Losses)/gains from disposal of subsidiaries (Note 20)

     (60,951      1,622  

Net foreign exchange gains/(losses)

     2,648        (31,770

Net (losses)/gains on settlement of foreign exchange option and forward foreign exchange contracts

     (15,316      16,540  

Others

     (19,513      —    
  

 

 

    

 

 

 
     153,864        176,690  
  

 

 

    

 

 

 

 

(i)

The net gains on disposal of land, property, plant and equipment were mainly composed of gains on disposal of land of Zhejiang Jin Yong Acrylic Fiber Company Limited (“Jinyong”) which amounted to RMB126,817 thousands.

 

210


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

10

Finance income and expenses

 

     2019
RMB’000
     2018
RMB’000
 

Net foreign exchange gains

     18,571        —    

Interest income

     398,176        443,661  
  

 

 

    

 

 

 

Finance income

     416,747        443,661  
  

 

 

    

 

 

 

Interest on bank and other borrowings

     (59,378      (84,425

Less: amounts capitalized on qualifying assets

     5,594        5,179  
  

 

 

    

 

 

 

Net interest expenses

     (53,784      (79,246

Net foreign exchange losses

     —          (27,003
  

 

 

    

 

 

 

Finance expenses

     (53,784      (106,249
  

 

 

    

 

 

 

Finance income – net

     362,963        337,412  
  

 

 

    

 

 

 

 

11

Expense by nature

 

     2019
RMB’000
     2018
RMB’000
 

Cost of raw material

     57,101,961        56,601,977  

Cost of trading products

     21,566,364        26,392,366  

Employee benefit expenses (Note 12)

     3,147,372        2,888,572  

Depreciation and amortization (Note 15,17,18)

     1,736,790        1,807,613  

Repairs and maintenance expenses

     1,089,829        1,265,919  

Change of goods in process and finished goods

     446,779        (277,403

Transportation costs

     297,416        326,553  

External processing fee

     215,288        185,164  

Sales commissions (Note 30)

     125,641        139,954  

Depreciation charge of right-of-use assets (Note 16)

     101,998        —    

Inventory write-down (Note 22)

     70,178        86,003  

Auditors’ remuneration – audit services

     7,800        7,800  

Leasing expenses

     2,961        96,520  

Impairment loss (Note 19)

     486        82,652  

Other expenses

     1,107,017        771,401  
  

 

 

    

 

 

 

Total cost of sales, selling and administrative expenses

     87,017,880        90,375,091  
  

 

 

    

 

 

 

 

211


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

12

Employee benefit expenses

 

     2019
RMB’000
     2018
RMB’000
 

Wages and salaries

     1,931,121        1,814,991  

Social welfare costs

     782,789        712,556  

Others

     433,462        374,029  

Share-based payments granted to directors and employees (Note 28,29)

     —          (13,004
  

 

 

    

 

 

 

Total employee benefit expense

     3,147,372        2,888,572  
  

 

 

    

 

 

 

 

  (i)

Five highest paid individuals

For the years ended 31 December 2019 and 31 December 2018, all 5 individuals with the highest emoluments are directors and supervisors whose emoluments are disclosed in Note 36(i).

 

13

Income tax

 

     2019
RMB’000
     2018
RMB’000
 

– Current income tax

     460,720        1,471,671  

– Deferred taxation

     (31,757      232  
  

 

 

    

 

 

 

Income tax expense

     428,963        1,471,903  
  

 

 

    

 

 

 

 

212


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

13

Income tax (continued)

 

A reconciliation of the expected income tax calculated at the applicable tax rate and total profit, with the actual income tax is as follows:

 

     2019
RMB’000
     2018
RMB’000
 

Profit before income tax

     2,656,128        6,808,121  
  

 

 

    

 

 

 

Expected PRC income tax at the statutory tax rate of 25%

     664,032        1,702,032  

Tax effect of share of profit of investments accounted for using the equity method

     (239,562      (218,024

Tax effect of other non-taxable income

     (14,959      (17,270

Tax effect of non-deductible loss, expenses and costs

     42,906        20,123  

True up for final settlement of enterprise income taxes in respect of previous years

     (2,618      12,678  

Tax losses for which no deferred income tax asset was recognized

     9,578        10,017  

Utilization of previously unrecognized tax losses

     (30,414      (37,653
  

 

 

    

 

 

 

Actual income tax

     428,963        1,471,903  
  

 

 

    

 

 

 

The provision for PRC income tax is calculated at the rate of 25% (2018: 25%) on the estimated taxable income of the year ended 31 December 2019 determined in accordance with relevant income tax rules and regulations. The Group did not carry out business overseas and therefore does not incur overseas income taxes.

 

  (i)

The analysis of deferred tax assets and deferred tax liabilities is as follows:

 

     2019
RMB’000
     2018
RMB’000
 

Deferred tax assets:

     

– Deferred tax asset to be recovered after more than 12 months

     25,195        72,875  

– Deferred tax asset to be recovered within 12 months

     133,187        50,049  
  

 

 

    

 

 

 
     158,382        122,924  
  

 

 

    

 

 

 

Deferred tax liabilities:

     

– Deferred tax liabilities to be recovered after more than 12 months

     (2,946      (2,611

– Deferred tax liabilities to be recovered within 12 months

     (4,604      (1,238
  

 

 

    

 

 

 
     (7,550      (3,849
  

 

 

    

 

 

 

Deferred tax assets – net

     150,832        119,075  
  

 

 

    

 

 

 

 

213


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

13

Income tax (continued)

 

  (ii)

Movements in deferred tax assets and liabilities are as follows:

 

     Balance as at
1 January 2019
RMB’000
     (Charged)/
deducted to
profit or loss
RMB’000
     Balance as at
31 December 2019
RMB’000
 

Deferred tax assets

        

Impairment for bad and doubtful debts and provision for inventories

     39,606        (705      38,901  

Provision for impairment losses in fixed assets and construction in progress

     219,610        (11,978      207,632  

Difference in depreciation

     (145,709      (33,091      (178,800

Others

     9,417        81,232        90,649  
  

 

 

    

 

 

    

 

 

 
     122,924        35,458        158,382  
  

 

 

    

 

 

    

 

 

 

Deferred tax liabilities

        

Gains of financial assets at fair value

     —          (4,604      (4,604

Capitalization of borrowing costs and others

     (3,849      903        (2,946
  

 

 

    

 

 

    

 

 

 
     (3,849      (3,701      (7,550
  

 

 

    

 

 

    

 

 

 

Deferred tax assets – net

     119,075        31,757        150,832  
  

 

 

    

 

 

    

 

 

 

 

214


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

13

Income tax (continued)

 

  (ii)

Movements in deferred tax assets and liabilities are as follows: (continued)

 

 

            (Charged)/         
     Balance as at      deducted to      Balance as at  
     1 January 2018      profit or loss      31 December 2018  
     RMB’000      RMB’000      RMB’000  

Deferred tax assets

        

Impairment for bad and doubtful debts and provision for inventories

     24,507        15,099        39,606  

Provision for impairment losses in fixed assets and construction in progress

     202,988        16,622        219,610  

Difference in depreciation

     (115,495      (30,214      (145,709

Share-based payments

     3,816        (3,816      —    

Others

     8,578        839        9,417  
  

 

 

    

 

 

    

 

 

 
     124,394        (1,470      122,924  
  

 

 

    

 

 

    

 

 

 

Deferred tax liabilities

        

Capitalization of borrowing costs and others

     (5,087      1,238        (3,849
  

 

 

    

 

 

    

 

 

 

Deferred tax assets – net

     119,307        (232      119,075  
  

 

 

    

 

 

    

 

 

 

The Group recognizes deferred tax assets only to the extent that it is probable that future taxable income will be available against which the assets can be utilized. Based on the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets will be utilized, management believes that it is probable the Group will realize the benefits of these temporary differences for which deferred tax assets have been recognized.

 

215


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

13

Income tax (continued)

 

  (iii)

Deferred tax assets not recognized

As at 31 December 2019, certain subsidiaries of the Company did not recognize the deferred tax assets in respect of the impairment losses on property, plant and equipment amounting to RMB29,969 thousands (31 December 2018: RMB29,969 thousands), because it was not probable that the related tax benefit would be realized.

As at 31 December 2019, certain subsidiaries of the Company did not recognize the deferred tax assets in respect of unused tax losses of RMB121,723 thousands (31 December 2018: RMB89,713 thousands) carried forward for PRC income tax purpose because it was not probable that the related tax benefit would be realized.

Tax losses carried forward that are not recognized as deferred tax assets will expire in the following years:

 

     2019      2018  
     RMB’000      RMB’000  

2019

     —          6,132  

2020

     17,775        17,945  

2021

     12,880        12,880  

2022

     12,687        12,687  

2023

     40,069        40,069  

2024

     38,312        —    
  

 

 

    

 

 

 
     121,723        89,713  
  

 

 

    

 

 

 

 

216


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

14

Earnings per share

 

  (a)

Basic

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

 

     2019      2018  
     RMB’000      RMB’000  

Net profit attributable to owners of the Company

     2,215,728        5,336,331  
  

 

 

    

 

 

 

Weighted average number of ordinary shares in issue (thousands of shares)

     10,823,814        10,823,497  
  

 

 

    

 

 

 

Basic earnings per share (RMB per share)

     RMB0.205        RMB0.493  
  

 

 

    

 

 

 

 

  (b)

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

As at 31 December 2019 and 31 December 2018, there were no potential dilutive ordinary share due to no outstanding share option.

 

217


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

15

Lease prepayments and other non-current assets

 

            Other      Long-term         
     Land      Intangible      prepaid         
     use rights      assets      expense      Total  
     RMB’000      RMB’000      RMB’000      RMB’000  

As at 1 January 2018

           

Cost

     725,152        81,085        349,588        1,155,825  

Accumulated amortization

     (350,980      (57,596      —          (408,576
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     374,172        23,489        349,588        747,249  
  

 

 

    

 

 

    

 

 

    

 

 

 

Year ended 31 December 2018

           

Opening net book amount

     374,172        23,489        349,588        747,249  

Additions

     —          3,008        374,519        377,527  

Charge for the year

     (14,815      (5,929      (221,418      (242,162

Transferred to assets classified as held for sale

     (24,331      —          —          (24,331
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing net book amount

     335,026        20,568        502,689        858,283  
  

 

 

    

 

 

    

 

 

    

 

 

 

As at 31 December 2018

     335,026        20,568        502,689        858,283  

Change in accounting policy (Note 3)

     (335,026      —          —          (335,026
  

 

 

    

 

 

    

 

 

    

 

 

 

Restated opening amount as at 1 January 2019

     —          20,568        502,689        523,257  
  

 

 

    

 

 

    

 

 

    

 

 

 

Cost

     —          84,093        502,689        586,782  

Accumulated amortization

     —          (63,525      —          (63,525
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     —          20,568        502,689        523,257  
  

 

 

    

 

 

    

 

 

    

 

 

 

Year ended 31 December 2019

           

Opening net book amount

     —          20,568        502,689        523,257  

Additions

     —          1,762        170,687        172,449  

Charge for the year

     —          (4,695      (209,597      (214,292
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing net book amount

     —          17,635        463,779        481,414  
  

 

 

    

 

 

    

 

 

    

 

 

 

As at 31 December 2019

           

Cost

     —          85,855        463,779        549,634  

Accumulated amortization

     —          (68,220      —          (68,220
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     —          17,635        463,779        481,414  
  

 

 

    

 

 

    

 

 

    

 

 

 

For the year ended 31 December 2019, the amortization of RMB214,292 thousands (2018: RMB242,162 thousands) has been charged in Cost of sales.

 

218


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

16

Leases

 

  (a)

Amounts recognized in the balance sheet

The balance sheet shows the following amounts relating to leases:

 

     As at      As at  
     31 December 2019      1 January 2019  
     RMB’000      RMB’000  

Right-of-use assets

     

Land use rights

     320,212        335,026  

Buildings

     22,205        12,233  

Equipment

     168        63,471  

Others

     1,275        1,148  
  

 

 

    

 

 

 
     343,860        411,878  
  

 

 

    

 

 

 

Lease liabilities

     

Current

     11,450        74,093  

Non-current

     10,593        2,638  
  

 

 

    

 

 

 
     22,043        76,731  
  

 

 

    

 

 

 

For the year ended 31 December 2019, additions to the right-of-use assets were RMB33,980 thousands.

 

  (b)

Amounts recognized in the income statement

The income statement shows the following amounts relating to leases:

 

     2019      2018  
     RMB’000      RMB’000  

Depreciation charge of right-of-use assets

     

Land use rights

     (14,814      —    

Buildings

     (12,541      —    

Equipment

     (74,025      —    

Others

     (618      —    
  

 

 

    

 

 

 
     (101,998      —    
  

 

 

    

 

 

 

Interest expense (included in finance cost)

     (2,570      —    

Expense relating to short-term leases (included in Cost of sales)

     (2,961      —    
  

 

 

    

 

 

 

The total cash outflow for leases in 2019 was RMB94,441 thousands.

 

219


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

17

Property, plant and equipment

 

     Buildings      Plant and
machinery
     Vehicles and
other equipment
     Total  
     RMB’000      RMB’000      RMB’000      RMB’000  

As at 1 January 2018

           

Cost

     3,641,220        41,661,819        1,907,177        47,210,216  

Accumulated depreciation

     (2,239,728      (29,299,129      (1,516,564      (33,055,421

Impairment loss

     (279,099      (948,041      (61,227      (1,288,367
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     1,122,393        11,414,649        329,386        12,866,428  
  

 

 

    

 

 

    

 

 

    

 

 

 

Year ended 31 December 2018

           

Opening net book amount

     1,122,393        11,414,649        329,386        12,866,428  

Additions

     —          58,906        25,602        84,508  

Disposals

     (10,069      (25,141      (2,404      (37,614

Disposal of subsidiaries

     —          —          (2,291      (2,291

Reclassification

     775        (13,904      13,129        —    

Transferred from construction in progress (Note 19)

     7,260        309,346        28,329        344,935  

Charge for the year

     (87,129      (1,398,681      (65,114      (1,550,924

Impairment loss

     —          (58,652      —          (58,652
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing net book amount

     1,033,230        10,286,523        326,637        11,646,390  
  

 

 

    

 

 

    

 

 

    

 

 

 

As at 31 December 2018

           

Cost

     3,229,642        41,007,229        1,785,889        46,022,760  

Accumulated depreciation

     (2,142,540      (29,905,377      (1,451,131      (33,499,048

Impairment loss

     (53,872      (815,329      (8,121      (877,322
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     1,033,230        10,286,523        326,637        11,646,390  
  

 

 

    

 

 

    

 

 

    

 

 

 

Year ended 31 December 2019

           

Opening net book amount

     1,033,230        10,286,523        326,637        11,646,390  

Additions

     —          99,041        15,578        114,619  

Disposals

     (4,114      (60,503      (5,988      (70,605

Reclassification

     16,395        (82,604      66,209        —    

Transferred from construction in progress (Note 19)

     26,655        999,412        97,553        1,123,620  

Transferred from investment properties (Note 18)

     6,924        —          —          6,924  

Transferred to investment properties (Note 18)

     (12,347      —          —          (12,347

Charge for the year

     (92,123      (1,346,725      (68,956      (1,507,804
  

 

 

    

 

 

    

 

 

    

 

 

 

Closing net book amount

     974,620        9,895,144        431,033        11,300,797  
  

 

 

    

 

 

    

 

 

    

 

 

 

As at 31 December 2019

           

Cost

     3,336,375        41,455,159        1,871,684        46,663,218  

Accumulated depreciation

     (2,310,970      (30,793,083      (1,432,530      (34,536,583

Impairment loss

     (50,785      (766,932      (8,121      (825,838
  

 

 

    

 

 

    

 

 

    

 

 

 

Net book amount

     974,620        9,895,144        431,033        11,300,797  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

220


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

17

Property, plant and equipment (continued)

 

For the year ended 31 December 2019, the amount of depreciation expense charged to cost of sales and selling and administrative expense were RMB1,498,625 thousands and RMB9,179 thousands, respectively (2018: RMB1,541,799 thousands and RMB9,125 thousands, respectively).

For the year ended 31 December 2019, the written off of impairment loss of the Group amounted to RMB51,484 thousands due to the disposal of property, plant and equipment.

For the year ended 31 December 2019, the Group made impairment provision of RMB58,652 thousands against these property, plant and equipment with schemes of technology upgrades and replacement in the coming years.

 

18

Investment properties

 

     RMB’000  

As at 1 January 2018 As at 1 January 2018

  

Cost

     594,135  

Accumulated depreciation

     (202,869
  

 

 

 

Net book amount

     391,266  
  

 

 

 

Year ended 31 December 2018

  

Opening net book amount

     391,266  

Charge for the year

     (14,527
  

 

 

 

Closing net book amount

     376,739  
  

 

 

 

As at 31 December 2018

  

Cost

     594,135  

Accumulated depreciation

     (217,396
  

 

 

 

Net book amount

     376,739  
  

 

 

 

Year ended 31 December 2019

  

Opening net book amount

     376,739  

Transferred from property plant and equipment (Note 17)

     12,347  

Transferred to property plant and equipment (Note 17)

     (6,924

Charge for the year

     (14,694
  

 

 

 

Closing net book amount

     367,468  
  

 

 

 

As at 31 December 2019

  

Cost

     602,659  

Accumulated depreciation

     (235,191
  

 

 

 

Net book amount

     367,468  
  

 

 

 

 

221


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

18

Investment properties (continued)

 

As at 31 December 2019, the Group had no contractual obligations for future repairs and maintenance (31 December 2018: Nil).

Investment properties represent certain floors of an office building leased to other entities including related parties.

 

  (a)

The fair value of the investment properties of the Group as at 31 December 2019 was estimated by the directors to be approximately RMB1,230,191 thousands by reference to market values of similar properties in the nearby area (31 December 2018: RMB1,436,852 thousands). This fair value estimation was at level 3 of fair value hierarchy by using market observable inputs. The investment properties have not been valued by external independent appraisers.

 

  (b)

Rental income of RMB76,381 thousands was recognized by the Group for the year ended 31 December 2019 (2018: RMB76,001 thousands).

 

  (c)

Leasing arrangements

The investment properties are leased to tenants under operating leases with rentals payable monthly. There are no variable lease payments that depend on an index or rate. Where considered necessary to reduce credit risk, the Group may obtain bank guarantees for the term of the lease.

Although the Group is exposed to changes in the residual value at the end of the current leases, the Group typically enters into new operating leases and therefore will not immediately realize any reduction in residual value at the end of these leases. Expectations about the future residual values are reflected in the fair value of the properties.

Minimum lease payments receivable on leases of investment properties are as follows:

 

     2019      2018  
     RMB’000      RMB’000  

Within 1 year

     43,322        48,386  

Between 1 and 2 years

     1,517        3,715  

Above 2 years

     —          —    
  

 

 

    

 

 

 

 

222


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

19

Construction in progress

 

     2019      2018  
     RMB’000      RMB’000  

As at 1 January

     1,559,401        1,001,118  

Additions

     1,380,254        927,218  

Transferred to property plant and equipment (Note 17)

     (1,123,620      (344,935

Impairment loss

     (486      (24,000
  

 

 

    

 

 

 

As at 31 December

     1,815,549        1,559,401  
  

 

 

    

 

 

 

As at 31 December 2019, the impairment loss in construction in progress were RMB34,661 thousands (31 December 2018: RMB34,175 thousands).

For the year ended 31 December 2019, the Group capitalized borrowing costs amounting to RMB5,594 thousands (2018: RMB5,179 thousands) on qualifying assets. Borrowing costs were capitalized at the weighted average rate of its general borrowings of 3.35% (2018: 3.63%).

 

223


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

20

Subsidiaries

The following list contains the particulars of major subsidiaries of the Group, all of which are limited companies established and operated in the PRC.

 

Company

   Registered
capital ’000
     Percentage
of equity
directly held by
the Company %
     Percentage
of equity
held by
the
Group %
     Percentage of
equity held by

non-controlling
interests %
     Principal activities  

As at 31 December 2019

              

Shanghai Petrochemical Investment Development Company Limited

   RMB 1,000,000        100.00        100.00        —          Investment management  

China Jinshan Associated Trading Corporation

   RMB 25,000        67.33        67.33        32.67       

Import and export of
petrochemical products
and equipment
 
 
 

Shanghai Jinchang Engineering Plastics Company Limited

   USD 9,154        —          74.25        25.75       

Production of
polypropylene
compound products
 
 
 

Shanghai Golden Phillips Petrochemical Company Limited

   USD 50,000        —          100.00        —         
Production of
polyethylene products
 
 

Shanghai Jinshan Trading Corporation

   RMB 100,000        —          67.33        32.67       
Import and export of
petrochemical products
 
 

 

224


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

20

Subsidiaries (continued)

 

Company

   Registered
capital ’000
     Percentage
of equity
directly held by
the Company %
     Percentage
of equity
held by the
Group %
     Percentage
of equity held by
non-controlling
interests %
     Principal activities  

As at 31 December 2018

              

Shanghai Petrochemical Investment Development Company Limited

   RMB 1,000,000        100.00        100.00        —          Investment management  

China Jinshan Associated Trading Corporation

   RMB 25,000        67.33        67.33        32.67       

Import and export of
petrochemical products
and equipment
 
 
 

Shanghai Jinchang Engineering Plastics Company Limited

   USD 9,154        —          74.25        25.75       

Production of
polypropylene
compound products
 
 
 

Shanghai Golden Phillips Petrochemical Company Limited (b)

   USD 50,000        —          100.00        —         
Production of
polyethylene products
 
 

Jinyong (a)

   RMB 250,000        75.00        75.00        25.00       
Production of acrylic
fibre products
 
 

Shanghai Jinshan Trading Corporation

   RMB 100,000        —          67.33        32.67       
Import and export of
petrochemical products
 
 

The total comprehensive income attributable to non-controlling interests for the year ended 31 December 2019 is RMB11,437 thousands (2018: comprehensive loss amounted RMB113 thousands).

 

225


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

20

Subsidiaries (continued)

 

  (a)

On 23 August 2019, the Group disposed 75% share of Jinyong, a former subsidiary of the Group, due to its bankruptcy and liquidation. The disposal loss amounted RMB60,951 thousands was included in Other gains – net (Note 9).

 

     2019
RMB’000
 

Carrying amount of net assets at the date of disposal

     54,940  

Non-controlling interests derecognized

     6,011  
  

 

 

 

Loss on disposal of subsidiary

     60,951  
  

 

 

 

The carrying amounts of total assets and liabilities as at the date of disposal were:

 

     As at
23 August 2019
RMB’000
 

Total assets

     141,121  

Total liabilities

     (86,181
  

 

 

 

Net assets

     54,940  
  

 

 

 

 

  (b)

In July 2018, the Company’s subsidiary, Shanghai Petrochemical Investment Development Company Limited (“Toufa”), reached an agreement with the other investor, Philips Petroleum International Investment Company (“Philips Petroleum”), to acquire the remaining 40% share from Philips Petroleum in Shanghai Golden Phillips Petrochemical Company Limited (“Golden Phillips”), at a cash consideration of RMB152,800 thousands. The transaction was approved and completed in October 2018. Upon completion, Golden Phillips became a wholly owned subsidiary of Toufa.

 

     2018
RMB’000
 

Carrying amount of non-controlling interests acquired

     162,359  

Consideration paid to non-controlling interests

     (152,800
  

 

 

 

Gains recognized in the transactions with non-controlling interests within equity – other reserves

     9,559  
  

 

 

 

 

226


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method

The amounts recognized in the balance sheet are as follows:

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Associates

     

– Share of net assets

     4,973,464        4,297,265  

Joint ventures

     

– Share of net assets

     235,294        229,868  
  

 

 

    

 

 

 
     5,208,758        4,527,133  
  

 

 

    

 

 

 

The amounts recognized in the share of profit of investments accounted for using the equity method are as follows:

 

     2019
RMB’000
     2018
RMB’000
 

Associates

     927,814        839,425  

Joint ventures

     44,779        46,172  
  

 

 

    

 

 

 
     972,593        885,597  
  

 

 

    

 

 

 

Investment in associates

 

     2019
RMB’000
     2018
RMB’000
 

As at 1 January

     4,297,265        4,239,795  

Additions (Note 30)

     320,000        —    

Share of profit

     904,265        839,425  

Other comprehensive income/(loss)

     7,449        (7,014

Cash dividends distribution

     (555,515      (774,941
  

 

 

    

 

 

 

As at 31 December

     4,973,464        4,297,265  
  

 

 

    

 

 

 

Set out below are the material associates of the Group as at 31 December 2019. The associates as listed below have share capital consisting solely of ordinary shares, which are held directly by the Group; the country of incorporation or registration is also their principal place of business.

 

227


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  Investment

in associates (continued)

 

Principal activities of material associates as at 31 December 2019.

 

Name of entity

   Place of
business/country
of incorporation
     % of
ownership
interest
    

Principal activities

   Measurement
method
 

Shanghai Secco Petrochemical Company Limited (“Shanghai Secco”)

     PRC        20.00      Manufacturing and distribution of chemical products      Equity  

Shanghai Chemical Industry Park Development Company Limited (“Chemical Industry”)

     PRC        38.26      Planning, development and operation of the Chemical Industry Park in Shanghai, PRC      Equity  

Shanghai Jinsen Hydrocarbon Resins Company Limited (“Jinsen”)

     PRC        40.00      Production of resins products      Equity  

Shanghai Azbil Automation Company Limited (“Azbil”)

     PRC        40.00      Service and maintenance of building automation systems and products      Equity  

Shanghai Shidian Energy Company Limited (“Shidian Energy”) (i)

     PRC        40.00      Electric power supply      Equity  

 

228


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  Investment

in associates (continued)

 

Principal activities of material associates as at 31 December 2018.

 

Name of entity

   Place of
business/
country of
incorporation
     % of
ownership
interest
    

Principal activities

   Measurement
method
 

Shanghai Secco

     PRC        20.00      Manufacturing and distribution of chemical products      Equity  

Chemical Industry

     PRC        38.26      Planning, development and operation of the Chemical Industry Park in Shanghai, PRC      Equity  

Jinsen

     PRC        40.00      Production of resins products      Equity  

Azbil

     PRC        40.00      Service and maintenance of building automation systems and products      Equity  

Shanghai Secco, Chemical Industry, Jinsen, Azbil and Shidian Energy are private companies and there are no quoted market prices available for their shares.

There are no contingent liabilities relating to the Group’s interest in the associates.

 

  (i)

In 2019, Toufa invested RMB320,000 thousands to acquire 40% share of Shidian Energy, of which RMB71,816 thousands was contributed by property, plant and equipment at fair market price.

 

229


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

Investment in associates (continued)

 

Summarized financial information for material associates

Set out below are the summarized financial information for the above associates.

Summarized balance sheet for material associates

 

     Shanghai
Secco
     Chemical
Industry
     Jinsen      Azbil      Shidian
Energy
 

As at 31 December 2019

   RMB’000      RMB’000      RMB’000      RMB’000      RMB’000  

Current

              

– Current assets

     11,858,124        4,356,339        85,302        204,965        745,425  

– Current liabilities

     (3,196,334      (1,468,162      (18,114      (75,572      (9,849

Non-current

              

Non-current assets

     5,020,292        3,153,858        69,154        3,049        69,588  

Non-current liabilities

     (12,730      (485,735      —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Assets

     13,669,352        5,556,300        136,342        132,442        805,164  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
           

Shanghai

Secco

    

Chemical

Industry

     Jinsen      Azbil  

As at 31 December 2018

          RMB’000      RMB’000      RMB’000      RMB’000  

Current

              

– Current assets

        9,537,354        3,785,819        100,065        189,514  

– Current liabilities

        (2,232,583      (1,433,001      (14,855      (68,106

Non-current

              

Non-current assets

        5,517,999        3,219,257        68,128        2,586  

Non-current liabilities

        —          (514,254      —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 

Net Assets

        12,822,770        5,057,821        153,338        123,994  
     

 

 

    

 

 

    

 

 

    

 

 

 

 

230


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  Investment

in associates (continued)

 

Summarized statement of comprehensive income for material associates

 

2019

   Shanghai
Secco
RMB’000
     Chemical
Industry
RMB’000
     Jinsen
RMB’000
     Azbil
RMB’000
     Shidian
Energy
RMB’000
 

Revenue

     28,341,032        1,936,537        197,199        297,694        112,143  

Post-tax profit/(loss) from continuing operations

     3,383,582        609,540        (16,996      38,448        5,166  

Other comprehensive income

     —          19,470        —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total comprehensive income/(loss)

     3,383,582        629,010        (16,996      38,448        5,166  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Dividends declared by associate

     2,537,000        79,000        —          30,000        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

2018

          Shanghai
Secco
RMB’000
     Chemical
Industry
RMB’000
     Jinsen
RMB’000
     Azbil
RMB’000
 

Revenue

     26,319,957        1,880,004        208,901        255,554  

Post-tax profit/(loss) from continuing operations

        3,228,682        472,804        (12,845      30,119  

Other comprehensive loss

        —          (18,331      —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 

Total comprehensive income/(loss)

     3,228,682        454,473        (12,845      30,119  
     

 

 

    

 

 

    

 

 

    

 

 

 

Dividends declared by associate

     3,675,840        61,001        —          25,900  
     

 

 

    

 

 

    

 

 

    

 

 

 

The information above reflects the amounts presented in the financial statements of the associates (and not the Group’s share of those amounts) adjusted for differences in accounting policies between the Group and the associates.

 

231


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  Investment

in associates (continued)

 

Reconciliation of summarized financial information

Reconciliation of the summarized financial information presented to the carrying amount of its interest in material associates

 

2019

   Shanghai
Secco
RMB’000
    Chemical
Industry
RMB’000
    Jinsen
RMB’000
    Azbil
RMB’000
    Shidian
Energy
RMB’000
 

Opening net assets 1 January

     12,822,770       5,057,821       153,338       123,994       —    

Profit/(loss) for the year

     3,383,582       609,540       (16,996     38,448       5,166  

Increase in share capital

     —         —         —         —         800,000  

Other comprehensive Income

     —         19,470       —         —         —    

Decrease in reserves

     —         (51,535     —         —         —    

Declared dividends

     (2,537,000     (79,000     —         (30,000     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Closing net assets

     13,669,352       5,556,296       136,342       132,442       805,166  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

% of ownership interest

     20.00     38.26     40.00     40.00     40.00

Interest in associates

     2,733,872       2,125,839       54,537       52,977       322,066  

Unrealized upstream and downstream transaction

     (9,512     —         —         —         (22,708

Unentitled portion (Note a)

     —         (328,629     —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Carrying value

     2,724,360       1,797,210       54,537       52,977       299,358  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2018

         Shanghai
Secco

RMB’000
    Chemical
Industry
RMB’000
    Jinsen
RMB’000
    Azbil
RMB’000
 

Opening net assets 1 January

       13,269,928       4,664,349       166,183       119,775  

Profit/(loss) for the year

       3,228,682       472,804       (12,845     30,119  

Other comprehensive loss

       —         (18,331     —         —    

Declared dividends

       (3,675,840     (61,001     —         (25,900
    

 

 

   

 

 

   

 

 

   

 

 

 

Closing net assets

       12,822,770       5,057,821       153,338       123,994  
    

 

 

   

 

 

   

 

 

   

 

 

 

% of ownership interest

       20.00     38.26     40.00     40.00

Interest in associates

       2,564,556       1,935,122       61,335       49,598  

Unrealized upstream and downstream transaction

       (9,512     —         —         —    

Unentitled portion (Note a)

       —         (348,346     —         —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Carrying value

       2,555,044       1,586,776       61,335       49,598  
    

 

 

   

 

 

   

 

 

   

 

 

 

Note a: Unentitled portion represented the earnings from sales of the lands injected by Government in Chemical Industry that cannot be shared by other shareholders.

 

232


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  

Investment in associates (continued)

 

Summarized financial information for other associates

 

     2019
RMB’000
     2018
RMB’000
 

Aggregate carrying value of investments at 31 December

     45,022        44,512  
  

 

 

    

 

 

 

Aggregate amounts of the group’s share of:

     

Profit for the year

     6,400        5,884  
  

 

 

    

 

 

 

Total comprehensive income

     6,400        5,884  
  

 

 

    

 

 

 

Investment in joint ventures

 

     2019
RMB’000
     2018
RMB’000
 

As at 1 January

     229,868        212,249  

Investment addition

     —          7,979  

Share of profit

     44,779        46,172  

Cash dividends distribution

     (39,353      (36,532
  

 

 

    

 

 

 

As at 31 December

     235,294        229,868  
  

 

 

    

 

 

 

 

233


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  

Investment in joint ventures (continued)

 

The joint venture listed below has share capital consisting solely of ordinary shares, which is held directly by the Group as at 31 December 2019 and 31 December 2018.

 

As at 31 December 2019 and

31 December 2018

   Place of
business/country
of incorporation
     % of
ownership
interest
    

Principal activities

   Measurement
method
 

BOC

     PRC        50.00      Production and sales of industrial gases      Equity  

Shanghai Petrochemical Pressure Vessel Testing Center (“JYJC”)

     PRC        50.00      Provide inspection and testing service      Equity  

Shanghai Petrochemical Yangu Gas Development Company Limited (“Yangu Gas”)

     PRC        50.00      Production and sales of industrial gases      Equity  

BOC, JYJC and Yangu Gas are private companies and there are no quoted market prices available for their shares.

Summarized financial information for joint ventures

Set out below are the summarized financial information for joint ventures which are accounted for using the equity method.

 

234


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  

Investment in joint ventures (continued)

 

Summarized balance sheet for joint ventures

 

As at 31 December 2019

   BOC
RMB’000
     JYJC
RMB’000
     Yangu Gas
RMB’000
 

Current

        

Cash and cash equivalents

     182,548        11,200        51,386  

Other current assets (excluding cash)

     64,837        9,557        12,565  
  

 

 

    

 

 

    

 

 

 

Total current assets

     247,385        20,757        63,951  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     (37,444      (3,993      (3,460
  

 

 

    

 

 

    

 

 

 

Non-current

        

Total non-current assets

     181,372        1,937        36,972  

Total non-current liabilities

     (26,378      —          —    
  

 

 

    

 

 

    

 

 

 

Net assets

     364,935        18,701        97,463  
  

 

 

    

 

 

    

 

 

 

As at 31 December 2018

   BOC
RMB’000
     JYJC
RMB’000
     Yangu Gas
RMB’000
 

Current

        

Cash and cash equivalents

     137,505        8,086        42,415  

Other current assets (excluding cash)

     68,454        11,441        14,164  
  

 

 

    

 

 

    

 

 

 

Total current assets

     205,959        19,527        56,579  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     (41,962      (4,607      (3,745
  

 

 

    

 

 

    

 

 

 

Non-current

        

Total non-current assets

     198,555        2,357        44,589  

Total non-current liabilities

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Net assets

     362,552        17,277        97,423  
  

 

 

    

 

 

    

 

 

 

 

235


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  

Investment in joint ventures (continued)

 

Summarized statement of comprehensive income for joint ventures

 

2019

   BOC
RMB’000
     JYJC
RMB’000
     Yangu Gas
RMB’000
 

Revenue

     414,374        29,290        55,302  

Depreciation and amortization

     (50,199      —          (11,272

Interest income

     636        308        1,119  

Interest expense

     —          —          —    

Profit from continuing operations

     108,565        3,107        40  

Income tax expense

     (28,382      (777      —    

Post-tax profit from continuing operations

     80,183        2,330        40  

Other comprehensive income

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total comprehensive income

     80,183        2,330        40  
  

 

 

    

 

 

    

 

 

 

Dividends declared by joint venture

     77,800        906        —    
  

 

 

    

 

 

    

 

 

 

2018

   BOC
RMB’000
     JYJC
RMB’000
     Yangu Gas
RMB’000
 

Revenue

     423,160        21,542        58,679  

Depreciation and amortization

     (46,456      —          (2,245

Interest income

     1,154        27        541  

Interest expense

     —          —          —    

Profit/(loss) from continuing operations

     114,275        1,833        (2,518

Income tax expense

     (27,799      (450      —    

Post-tax profit/(loss) from continuing operations

     86,476        1,383        (2,518

Other comprehensive income

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Total comprehensive income/(loss)

     86,476        1,383        (2,518
  

 

 

    

 

 

    

 

 

 

Dividends declared by joint venture

     73,000        64        —    
  

 

 

    

 

 

    

 

 

 

The information above reflects the amounts presented in the financial statements of the joint ventures (and not the Group’s share of those amounts) adjusted for differences in accounting policies between the Group and the joint ventures.

 

236


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

21

Investments accounted for using the equity method (continued)

 

  

Investment in joint ventures (continued)

 

Reconciliation of summarized financial information

Reconciliation of the summarized financial information presented to the carrying amount of its interest in material joint ventures

 

2019

   BOC
RMB’000
    JYJC
RMB’000
    Yangu Gas
RMB’000
 

Opening net assets 1 January

     362,552       17,277       97,423  

Profit for the year

     80,183       2,330       40  

Other comprehensive income

     —         —         —    

Declared dividends

     (77,800     (906     —    
  

 

 

   

 

 

   

 

 

 

Closing net assets

     364,935       18,701       97,463  

% of ownership interest

     50.00     50.00     50.00

Interest in joint ventures

     182,467       9,350       48,733  

Unrealized downstream transactions

     (5,256     —         —    
  

 

 

   

 

 

   

 

 

 

Carrying value

     177,211       9,350       48,733  
  

 

 

   

 

 

   

 

 

 

2018

   BOC
RMB’000
    JYJC
RMB’000
    Yangu Gas
RMB’000
 

Opening net assets 1 January

     349,076       —         99,941  

Net assets as at 31 March

     —         15,958       —    

Profit/(loss) for the year

     86,476       1,383       (2,518

Other comprehensive income

     —         —         —    

Declared dividends

     (73,000     (64     —    
  

 

 

   

 

 

   

 

 

 

Closing net assets (a)

     362,552       17,277       97,423  

% of ownership interest

     50.00     50.00     50.00

Interest in joint ventures

     181,276       8,638       48,713  

Unrealized downstream transactions

     (8,759     —         —    
  

 

 

   

 

 

   

 

 

 

Carrying value

     172,517       8,638       48,713  
  

 

 

   

 

 

   

 

 

 

 

  (a)

JYJC was a former wholly owned subsidiary of Toufa. On 31 March 2018, a third party investor injected RMB9,600 thousands to acquire 50% share of JYJC, and JYJC became a joint venture of Toufa upon completion. For the year ended 31 December 2018, the related disposal gain of RMB1,622 thousands was included in Other gains — net.

 

237


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

22

Inventories

 

     As at 31 December 2019      As at 31 December 2018  
     Gross carrying
amount
RMB’000
     Provision for
declines in
the value

of inventories
RMB’000
    Carrying amount
RMB’000
     Gross carrying
amount
RMB’000
     Provision for
declines in
the value
of inventories
RMB’000
    Carrying amount
RMB’000
 

Raw materials

     4,567,648        —         4,567,648        5,529,241        —         5,529,241  

Work in progress

     1,072,040        (78,981     993,059        1,099,235        (55,098     1,044,137  

Finished goods

     1,022,335        (33,763     988,572        1,440,721        (56,448     1,384,273  

Spare parts and consumables

     247,873        (42,718     205,155        209,907        (46,683     163,224  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 
     6,909,896        (155,462     6,754,434        8,279,104        (158,229     8,120,875  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

The cost of inventories recognized in Cost of sales amounted to RMB78,595,380 thousands for the year ended 31 December 2019 (2018: RMB82,981,590 thousands) which excluded an inventory provision of RMB70,178 thousands (2018: RMB86,003 thousands).

As at 31 December 2019, the provision for inventory write-down was RMB155,462 thousands (31 December 2018: RMB158,229 thousands). For the year ended 31 December 2019, the Group sold certain finished goods and utilized certain spare parts and consumables which were previously provided for. The related provision of RMB72,945 thousands was reversed and included in Cost of sales in the consolidated income statement (2018: RMB73,266 thousands).

 

238


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities

The Group holds the following financial instruments:

 

         As at 31 December  

Financial assets

   Note   2019
RMB’000
     2018
RMB’000
 

Financial assets at amortized cost

       

Trade receivables

   (a)     120,739        81,990  

Other receivables

   (a)     26,101        105,803  

Amounts due from related parties excluded prepayments

   (a),30(c)     1,521,187        2,219,007  

Cash and cash equivalents

   (b)     7,449,699        8,741,893  

Time deposits with financial banks

   (c)     5,020,073        1,500,000  

Financial assets at fair value through other comprehensive income

   (d)     1,545,921        1,672,431  

Financial assets at fair value through profit or loss

   (e)     3,318,670        2,727,279  
    

 

 

    

 

 

 
       19,002,390        17,048,403  
    

 

 

    

 

 

 
         As at 31 December  

Financial liabilities

   Note   2019
RMB’000
     2018
RMB’000
 

Financial liabilities at amortized cost

       

Borrowings

   (f)     1,547,600        497,249  

Trade payables

   (g)     2,142,402        2,922,998  

Other payables

   (g)     4,513,698        5,167,230  

Bills payables

   (g)     673,900        —    

Amounts due to related parties

   (g),30(c)     5,708,394        4,567,814  

Lease liabilities

       22,043        —    

Financial liabilities at fair value through profit or loss

       799        11,005  
    

 

 

    

 

 

 
       14,608,836        13,166,296  
    

 

 

    

 

 

 

The Company’s exposure to various risks associated with the financial instruments is discussed in Note 4. The maximum

exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above.

 

239


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (a)

Trade and other receivables

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Trade receivables

     120,739        82,044  

Less: impairment provision

     —          (54
  

 

 

    

 

 

 
     120,739        81,990  
  

 

 

    

 

 

 

Amounts due from related parties excluded prepayments

     1,521,187        2,219,007  
  

 

 

    

 

 

 
     1,641,926        2,300,997  
  

 

 

    

 

 

 

Other receivables

     26,101        105,803  
  

 

 

    

 

 

 
     1,668,027        2,406,800  
  

 

 

    

 

 

 

For the year ended 31 December 2019, certain associates and joint ventures of the Group declared dividends with

total amount of RMB594,868 thousands to the Group (2018: RMB811,473 thousands). As at 31 December 2019 and

31 December 2018, all these declared dividends had been received by the Group.

As at 31 December 2019, interest receivable amounted RMB10,927 thousands was included in the balance of other

receivables (31 December 2018: RMB79,224 thousands).

Amounts due from related parties mainly represent trade-related balances, unsecured in nature and bear no interest.

 

240


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (a)

Trade and other receivables (continued)

 

The aging analysis based on invoice date of trade receivables and amounts due from related parties excluded prepayments (net of allowance for doubtful debts) is as follows:

 

                                             
     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Within 1 year

     1,641,926        2,300,957  

1-2 year

     —          29  

2-3 year

     —          11  
  

 

 

    

 

 

 
     1,641,926        2,300,997  
  

 

 

    

 

 

 

Movements of the Group’s impairment provision for trade and other receivables are as follows:

 

                                             
     2019
RMB’000
     2018
RMB’000
 

As at 1 January

     198        1,053  

(Reversal)/provision for receivables impairment

     (59      39  

Receivables written off during the year as uncollectible

     —          (894
  

 

 

    

 

 

 

As at 31 December

     139        198  
  

 

 

    

 

 

 

As at 31 December 2019 and 31 December 2018, no trade receivable was pledged as collateral.

Sales to third parties are generally on cash basis or on letter of credit. Subject to negotiation, credit is generally only

available for major customers with well-established trading records.

 

241


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (b)

Cash and cash equivalents

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Cash deposits with a related party (i)

     67,015        22,082  

Cash at bank and on hand

     7,382,684        8,719,811  
  

 

 

    

 

 

 
     7,449,699        8,741,893  
  

 

 

    

 

 

 

 

  (i)

Cash deposits with a related party were cash deposits at Sinopec Finance Company Limited (“Sinopec Finance”), which is a financial institution.

 

  (c)

Time deposits with banks

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Time deposits with banks within one year

     1,508,839        1,500,000  

Time deposits with banks above one year

     3,511,234        —    
  

 

 

    

 

 

 
     5,020,073        1,500,000  
  

 

 

    

 

 

 

As at 31 December 2019, time deposits with banks within one year were time deposits within six months with the interest rates from 3.95% to 4.10% per annum (31 December 2018: 4.5% per annum), which were presented as current assets. Time deposits with banks above one year were time deposits of three years with the interest rates from 4.13% to 4.18% per annum, which were presented as non-current assets in the balance sheet (31 December 2018: Nil).

 

242


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (d)

Financial assets at fair value through other comprehensive income

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Trade and bill receivables (i)

     1,540,921        1,672,431  

Equity investments (ii)

     5,000        —    
  

 

 

    

 

 

 
     1,545,921        1,672,431  
  

 

 

    

 

 

 

 

  (i)

As at 31 December 2019, certain trade receivables and bills receivable were classified as financial assets at FVOCI, as the Group’s business model is achieved both by collecting contractual cash flows and selling of these assets.

 

  (ii)

In July 2019, Toufa invested RMB5,000 thousands in Shanghai Carbon Fiber Composites Innovation Research Institute Co. Ltd to acquire 16.67% of its share.

 

  (e)

Financial assets at fair value through profit or loss

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Structured deposits

     3,318,407        2,719,811  

Foreign exchange options

     263        7,468  
  

 

 

    

 

 

 
     3,318,670        2,727,279  
  

 

 

    

 

 

 

As at 31 December 2019, financial assets at fair value through profit or loss are mainly structured deposits with banks, which are presented as current assets since they are expected to be collected within six months from the end of the reporting period.

 

243


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (f)

Borrowings

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Credit loans due within one year

     

– Short term bank loans

     1,547,600        497,249  
  

 

 

    

 

 

 

The weighted average interest rate for the Group’s borrowings was 3.35% for the year ended 31 December 2019 (2018: 3.63%).

As at 31 December 2019, no borrowings were secured by property, plant and equipment (31 December 2018: Nil).

 

  (g)

Trade and other payables

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Trade payables

     2,142,402        2,922,998  

Bills payables

     673,900        —    

Amounts due to related parties

     5,708,394        4,567,814  
  

 

 

    

 

 

 
     8,524,696        7,490,812  
  

 

 

    

 

 

 

Staff salaries and welfares payable

     189,547        128,861  

Taxes payable (exclude income tax payable)

     3,577,018        4,342,676  

Interest payable

     1,686        5,952  

Dividends payable

     29,144        26,488  

Construction payable

     277,184        334,249  

Other liabilities

     439,119        329,004  
  

 

 

    

 

 

 
     4,513,698        5,167,230  
  

 

 

    

 

 

 
     13,038,394        12,658,042  
  

 

 

    

 

 

 

As at 31 December 2019 and 31 December 2018, all trade and other payables of the Group were non-interest bearing, and their fair value approximated their carrying amounts due to their short maturities.

 

244


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

23

Financial assets and financial liabilities (continued)

 

  (g)

Trade and other payables (continued)

 

Majority of amount due to related parties were trade payable for purchasing crude oil from related parties.

As at 31 December 2019 and 31 December 2018, the ageing analysis of the trade payables (including bills payables and amounts due to related parties with trading nature) based on invoice date was as follows:

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Within one year

     8,509,327        7,451,168  

Between one and two years

     11,209        25,231  

Over two years

     4,160        14,413  
  

 

 

    

 

 

 
     8,524,696        7,490,812  
  

 

 

    

 

 

 

 

24

Other assets and assets classified as held for sale

 

     2019
RMB’000
     2018
RMB’000
 

Other current assets

     

Prepayments

     23,767        38,025  

Prepayments to related parties

     44,806        67,242  
  

 

 

    

 

 

 
     68,573        105,267  
  

 

 

    

 

 

 

Assets classified as held for sale

     —          24,331  
  

 

 

    

 

 

 

 

245


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

25

Contract liabilities

 

     2019
RMB’000
     2018
RMB’000
 

Contract liabilities

     655,117        446,702  
  

 

 

    

 

 

 

The contract liabilities of the Group are advance for goods from customers. Revenue amounted to RMB446,702 thousands has been recognized in the current year relates to carried – forward contract liabilities (2018: RMB465,706 thousands).

 

26

Deferred income

 

     2019
RMB’000
     2018
RMB’000
 

As at 1 January

     10,442        5,679  

Government grants received during the year to compensate the cost related to the project of energy efficiency renovations of thermoelectric unit

     —          5,200  

Amortization

     (437      (437
  

 

 

    

 

 

 

As at 31 December

     10,005        10,442  
  

 

 

    

 

 

 

 

27

Share capital

 

     Ordinary A
shares listed
in PRC
RMB’000
     Foreign invested
H shares listed
overseas
RMB’000
     Total
RMB’000
 

As at 1 January 2018

     7,319,177        3,495,000        10,814,177  

Exercise of employee share options – proceeds received (Note 29)

     9,637        —          9,637  
  

 

 

    

 

 

    

 

 

 

As at 31 December 2018

     7,328,814        3,495,000        10,823,814  
  

 

 

    

 

 

    

 

 

 

As at 1 January 2019 and 31 December 2019

     7,328,814        3,495,000        10,823,814  
  

 

 

    

 

 

    

 

 

 

 

246


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

28

Reserves

 

     Legal
surplus
RMB’000
     Capital
surplus
RMB’000
     Surplus
reserve
RMB’000
     Other
reserve
RMB’000
    Share
premium
RMB’000
     Safety
production
fund
RMB’000
     Retained
earnings
RMB’000
    Total
RMB’000
 

Balance at 1 January 2018

     4,072,476        4,180        101,355        47,469       62,319        —          13,128,257       17,416,056  

Net profit attributable to shareholders of the Company

     —          —          —          —         —          —          5,336,331       5,336,331  

Dividends proposed and approved

     —          —          —          —         —          —          (3,247,144     (3,247,144

Appropriation of safety production fund

     —          —          —          —         —          57,135        (57,135     —    

Forfeit of share option scheme (Note 29)

     —          —          —          (13,004     —          —          —         (13,004

Exercise of share option

     —          —          —          (17,062     44,527        —          —         27,465  

Share of other comprehensive loss of investments accounted for using the equity method

     —          —          —          (7,014     —          —          —         (7,014

Transactions with non-controlling interests

     —          9,559        —          —         —          —          —         9,559  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at 31 December 2018

     4,072,476        13,739        101,355        10,389       106,846        57,135        15,160,309       19,522,249  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net profit attributable to shareholders of the Company

     —          —          —          —         —          —          2,215,728       2,215,728  

Dividends proposed and approved

     —          —          —          —         —          —          (2,705,952     (2,705,952

Appropriation of safety production fund

     —          —          —          —         —          2        (2     —    

Share of other comprehensive income of investments accounted for using the equity method

     —          —          —          7,449       —          —          —         7,449  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at 31 December 2019

     4,072,476        13,739        101,355        17,838       106,846        57,137        14,670,083       19,039,474  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

247


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

29

Share-based payments

Pursuant to the resolution of the fifth meeting of the eighth session of the Board of Directors of the Company on 6 January 2015, the proposal regarding the list of participants and the number of share options under the share option incentive scheme was approved.

According to the Company’s share option incentive scheme, the grant date of share options was 6 January 2015, and there were a total of 38,760 thousand share options granted to 214 participants (0.359% of the total ordinary share capital issued). Each share option has a right to purchase an ordinary A share listed in PRC on vesting date at the exercise price under vesting conditions. The options were divided by three tranches of 40%, 30% and 30% of the total share options granted, respectively. Each tranche had independent vesting conditions relevant to year 2015, 2016 and 2017, respectively, which were listed as following:

 

   

weighted average rate of return on equity of the Group should be no less than 9% for 2015, 9.5% for 2016 and 10% for 2017 in respect to the three tranche;

 

   

for each year of 2015, 2016 and 2017, the compound annual growth rate in net profit based on the net profit of 2013 should achieve 5%;

 

   

for each year of 2015, 2016 and 2017, proportion of the main business revenue in the total revenue should be no less than 99%;

 

   

for each year of 2015, 2016 and 2017, each of the above three conditions should be no lower than the 75% level of peer companies; and

 

   

achieving the target budget set by the Sinopec Corp. in 2015, 2016 and 2017, respectively.

The participant should serve the Group at the required position from the grant date. Exercisable amount of each tranche depended on the time for which the participant served the Group during each year of 2015, 2016 and 2017. Upon the fulfilment of relevant vesting conditions, the share options of each tranche shall become exercisable at its exercisable date.

The fair value of the employee services received in exchange for the grant of this equity-settled, share-based compensation plan is recognized as an expense on a straight-line basis over the vesting period of each tranche. The total amount to be expensed is determined by reference to the fair value of the options granted excluding the impact of any service and non-market performance vesting conditions. When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital and share premium.

As at the grand date, the exercise price of each option was RMB4.2. During the vesting period, the exercise price would be adjusted according to the declaration of dividends or any changes of total shares.

 

248


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

29

Share-based payments (continued)

 

The total fair value of share options at the grant date was RMB65,412 thousands, which has been estimated by the Company

using Black-Scholes valuation model with the support from an external valuation expert.

The significant inputs into the model were as follows:

 

     Granting date  

Spot share price

     RMB4.51  

Exercise price

     RMB4.20  

Expected volatility

     41.20

Maturity (years)

     5.00  

Risk-free interest rate

     3.39%~3.67%  

Dividend yield

     1.00

The options of first tranche and second tranche were exercised at RMB3.85 in August 2017 and January 2018. According to the Group’s board resolution on 28 December 2018, the third tranche was not exercised due to the failure on satisfying the non-market exercise conditions.

 

249


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

29

Share-based payments (continued)

 

Set out below are summaries of options granted under the plan:

 

     Number of
share options
2018
 

As at 1 January

     19,104,500  

Exercised during the year

     (9,636,900

Forfeited during the year

     (9,467,600
  

 

 

 

As at 31 December

     —    
  

 

 

 

The first tranche of the Share Option Incentive Scheme was exercised at RMB3.85 per share option on 29 August 2017, and the Company received cash payment of RMB54,580 thousands from 199 grantees, out of which, RMB14,177 thousands were in share capital and RMB40,403 thousands were in reserve as share premium.

The second tranche of the Share Option Incentive Scheme was exercised at RMB3.85 per share option on 12 January 2018, and the Company received cash payment of RMB37,102 thousands from 185 grantees, out of which, RMB9,637 thousands were in share capital (Note 27) and RMB27,465 thousands were in reserve as share premium (Note 28).

Due to the forfeit of the third tranche of Share Option Incentive Scheme, share option expenses of RMB13,004 thousands was reversed in Selling and administrative expenses of the consolidated income statement for the year ended 31 December 2018.

As at 31 December 2019 and 31 December 2018, there were no outstanding share options.

 

250


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

Sinopec Group

   Ultimate parent company

JYJC

   Joint venture of the Group

BOC

   Joint venture of the Group

Jinpu

   Joint venture of the Group

Yangu Gas

   Joint venture of the Group

Azbil

   Associate of the Group

Chemical Industry

   Associate of the Group

Jinsen

   Associate of the Group

Secco

   Associate of the Group

Shanghai Carbon Fiber Composites Innovation Research Institute Energy

   Associate of the Group

Shanghai Chemical Industry Park Logistics Company Limited

   Associate of the Group

Shanghai Jinhuan Petroleum Naphthalene Development Company Limited

   Associate of the Group

Shanghai Nam Kwong Petro-Chemical Company Limited

   Associate of the Group

Shidian Energy

   Associate of the Group

 

251


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

Anqing Refinery Shuguang Oxo Company Limited

   Subsidiary of the immediate parent company

BASF Gao-Qiao Performance Chemicals (Shanghai) Company Limited

   Subsidiary of the immediate parent company

China International United Petroleum and Chemical Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International (Nanjing) Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Beijing Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Ningbo Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Tianjin Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Wuhan Company Limited

   Subsidiary of the immediate parent company

China Petrochemical Technology Company Limited

   Subsidiary of the immediate parent company

Dalian Frip Science and Technology Company Limited

   Subsidiary of the immediate parent company

Epec Commercial Factoring Company Limited

   Subsidiary of the immediate parent company

Fujian Gulei Petrochemical Company Limited

   Subsidiary of the immediate parent company

Fujian Refining & Petrochemical Company Limited (FREP)

   Subsidiary of the immediate parent company

Nanjing Yangzi Petrochemical Rubber Company Limited

   Subsidiary of the immediate parent company

Ningbo Eastsea Linefan Technology Company Limited

   Subsidiary of the immediate parent company

 

252


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

Sinopec International (Singapore) Pte. Ltd

   Subsidiary of the immediate parent company

Petro-CyberWorks Information Technology Company Limited

   Subsidiary of the immediate parent company

Qingdao Sinosun Management System Certification Center Company Limited

   Subsidiary of the immediate parent company

Shanghai Jinshan Trading Corporation

   Subsidiary of the immediate parent company

Shanghai KSD Bulk Solids Engineering Company Limited

   Subsidiary of the immediate parent company

Shanghai Leader Catalyst Company Limited

   Subsidiary of the immediate parent company

Shengli Oil Field Exploration And Development Research Institute

   Subsidiary of the immediate parent company

Sinopec Beijing Research Institute of Chemical Industry

   Subsidiary of the immediate parent company

Sinopec Catalyst Company Limited

   Subsidiary of the immediate parent company

Sinopec Chemical Commercial Holding (Hong Kong) Company Limited

   Subsidiary of the immediate parent company

Sinopec Chemical Commercial Holding Company Limited

   Subsidiary of the immediate parent company

Sinopec Dalian (Fushun) Research Institute of Petroleum and Petrochemicals

   Subsidiary of the immediate parent company

Sinopec Europe Company Limited

   Subsidiary of the immediate parent company

Sinopec Group Beijing Yanshan Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Honeywell (Tianjin) Company Limited

   Subsidiary of the immediate parent company

Sinopec Japan Company Limited

   Subsidiary of the immediate parent company

 

253


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

Sinopec Lubricating Oil Shanghai Research Institute Company Limited

   Subsidiary of the immediate parent company

Sinopec Materials & Equipment (East China) Company Limited

   Subsidiary of the immediate parent company

Sinopec Refinery Product Sales Company Limited

   Subsidiary of the immediate parent company

Sinopec Research Institute of Petroleum Processing

   Subsidiary of the immediate parent company

Sinopec Safety Engineering Institute

   Subsidiary of the immediate parent company

Sinopec Shanghai Research Institute of Petrochemical Technology

   Subsidiary of the immediate parent company

Sinopec Shanghai Gaoqiao Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Yangzi Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Yizheng Chemical Fibre Company Limited

   Subsidiary of the immediate parent company

Sinopec International Company Limited

   Subsidiary of the immediate parent company

Sinopec Nanjing valve supply reserve centers

   Subsidiary of the immediate parent company

Sinopec Qingdao Refining & Chemical Company Limited

   Subsidiary of the immediate parent company

Storage And Transportation Installation Company of Ningbo Engineering Company Limited

   Subsidiary of the immediate parent company

Unipec (Ningbo) International Logistics Company Limited

   Subsidiary of the immediate parent company

Unipec America, Inc

   Subsidiary of the immediate parent company

Unipec Singapore

   Subsidiary of the immediate parent company

Zhoushan Shihua Crude Oil Terminal Company Limited

   Subsidiary of the immediate parent company

 

254


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

BASF-YPC Company Limited

   Joint venture of the immediate parent company

Zhejiang Baling Hengyi Caprolactam Limited Company

   Joint venture of the immediate parent company

Beijing Petrochemical Engineering Consulting Company Limited

   Subsidiary of the ultimate parent company

Beijing Shihua Hotel

   Subsidiary of the ultimate parent company

Beijing Victory Hotel Company Limited

   Subsidiary of the ultimate parent company

China Petrochemical Press Company Limited

   Subsidiary of the ultimate parent company

Jiangsu Jinling Opta Polymer Company Limited

   Subsidiary of the ultimate parent company

National Petrochemical Project Risk Assessment Technology Center

   Subsidiary of the ultimate parent company

Petrochemical Engineering Quality Supervision Centre

   Subsidiary of the ultimate parent company

Shanghai Petrochemical Machinery Manufacture Limited Company

   Subsidiary of the ultimate parent company

Shanghai Petrochemical Seawall Management Office

   Subsidiary of the ultimate parent company

Shanghai Sanopec Company Limited

   Subsidiary of the ultimate parent company

Sinopec Assets Management Corporation

   Subsidiary of the ultimate parent company

Sinopec Consulting Company Limited

   Subsidiary of the ultimate parent company

Sinopec Economics & Development Research Institute

   Subsidiary of the ultimate parent company

Sinopec Energy Saving Technology Service Company Limited

   Subsidiary of the ultimate parent company

Sinopec Engineering Incorporation

   Subsidiary of the ultimate parent company

 

255


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a list of the Group’s major related parties:

 

Names of related parties

  

Relationship with the Company

Sinopec Finance

   Subsidiary of the ultimate parent company

Sinopec Group Shanghai Training Center

   Subsidiary of the ultimate parent company

Sinopec International Travel Service Company Limited

   Subsidiary of the ultimate parent company

Sinopec Luoyang Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Management Institute

   Subsidiary of the ultimate parent company

Sinopec Nanjing Chemical Industries Company Limited

   Subsidiary of the ultimate parent company

Sinopec Nanjing Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec News

   Subsidiary of the ultimate parent company

Sinopec Ningbo Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Petroleum Commercial Reserve Company Limited

   Subsidiary of the ultimate parent company

Sinopec Shanghai Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Shared Services Company Limited

   Subsidiary of the ultimate parent company

Sinopec Tendering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Zhongyuan Oilfield

   Subsidiary of the ultimate parent company

Sinopec (Shenzhen) E-Commerce Company Limited

   Subsidiary of the ultimate parent company

The Fifth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

The Fourth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

The Tenth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

Yihua Tory Polyester Film Company Limited

   Subsidiary of the ultimate parent company

 

256


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

The following is a summary of significant balances and transactions between the Group and its related parties except for the dividends received as disclosed in the forgoing Note 23.

 

  (a)

Most of the transactions undertaken by the Group during the year ended 31 December 2019 have been affected on such terms as determined by Sinopec Corp. and relevant PRC authorities.

Sinopec Corp. negotiates and agrees the terms of crude oil supply with suppliers on a group basis, which is then allocated among its subsidiaries, including the Group, on a discretionary basis. Sinopec Corp. also owns a widespread petroleum products sales network and possesses a fairly high market share in domestic petroleum products market, which is subject to extensive regulation by the PRC government.

The Group has entered into a mutual product supply and sales services framework agreement with Sinopec Corp. Pursuant to the agreement, Sinopec Corp. provides the Group with crude oil, other petrochemical raw materials and agent services. On the other hand, the Group provides Sinopec Corp. with petroleum products, petrochemical products and property leasing services.

The pricing policy for these services and products provided under the agreement is as follows:

If there are applicable State (central and local government) tariffs, the pricing shall follow the State tariffs;

If there are no State tariffs, but there are applicable State’s guidance prices, the pricing shall follow the State’s guidance prices; or

If there are no State tariffs or State’s guidance prices, the pricing shall be determined in accordance with the prevailing

market prices (including any bidding prices).

Transactions between the Group and Sinopec Corp., its subsidiaries and joint ventures were as follows:

 

     2019      2018  
     RMB’000      RMB’000  

Sales of petroleum products

     50,354,162        49,209,765  

Sales other than petroleum products

     8,642,514        7,112,332  

Purchases of crude oil

     43,886,966        44,175,644  

Purchases other than crude oil

     9,579,239        8,996,814  

Sales commissions

     125,619        139,837  

Rental income

     31,972        29,551  

 

257


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (b)

Other transactions between the Group and Sinopec Group and its subsidiaries, associates and joint ventures of the Group were as follows:

 

     2019      2018  
     RMB’000      RMB’000  

Sales of goods and service fee income

            

–  Sinopec Group and its subsidiaries

     7,724        11,486  

–  Associates and joint ventures of the Group

     2,843,909        4,130,295  
  

 

 

    

 

 

 
     2,851,633        4,141,781  
  

 

 

    

 

 

 

Purchase

     

–  Sinopec Group and its subsidiaries

     1,918,873        2,253,446  

–  Associates and joint ventures of the Group

     4,579,969        3,982,729  
  

 

 

    

 

 

 
     6,498,842        6,236,175  
  

 

 

    

 

 

 

Insurance premiums expenses

     

–  Sinopec Group and its subsidiaries

     108,223        121,329  
  

 

 

    

 

 

 

Lease expenses

     

–  Sinopec Group and its subsidiaries

     —          59,160  
  

 

 

    

 

 

 

Depreciation of right-of-use assets

     

–  Sinopec Group and its subsidiaries

     80,552        —    

–  Joint ventures of the Group

     88        —    
  

 

 

    

 

 

 
     80,640        —    
  

 

 

    

 

 

 

Interest expense of lease liabilities

     

–  Sinopec Group and its subsidiaries

     2,285        —    

–  Joint ventures of the Group

     19        —    
  

 

 

    

 

 

 
     2,304        —    
  

 

 

    

 

 

 

Loans borrowed

     

–  Sinopec Finance

     —          50,000  
  

 

 

    

 

 

 

 

258


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (b)

Other transactions between the Group and Sinopec Group and its subsidiaries, associates and joint ventures of the Group were as follows (continued):

 

     2019      2018  
     RMB’000      RMB’000  

Interest income

     

–  Sinopec Finance

     1,295        610  
  

 

 

    

 

 

 

Loans repayment

     

–  Sinopec Finance

     —          50,000  
  

 

 

    

 

 

 

Interest expense

     

–  Sinopec Finance

     —          1,326  
  

 

 

    

 

 

 

Construction and installation cost

     

–  Sinopec Group and its subsidiaries

     143,560        109,146  
  

 

 

    

 

 

 

Rental income

     

–  Associates and joint ventures of the Group

     11,370        —    

–  Sinopec Group and its subsidiaries

     461        —    
  

 

 

    

 

 

 
     11,831        —    
  

 

 

    

 

 

 

The directors of the Company are of the opinion that the transactions with Sinopec Corp., its subsidiaries and joint ventures, Sinopec Group and its subsidiaries, associates and joint ventures of the Group as disclosed in Note 30(a) and 30(b) were conducted in the ordinary course of business, on normal commercial terms and in accordance with the agreements governing such transactions.

 

259


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (c)

The relevant amounts due from/to Sinopec Corp., its subsidiaries and joint venture, Sinopec Group and its subsidiaries, associates and joint ventures of the Group, arising from purchases, sales and other transactions as disclosed in Note 30(a) and 30(b), are summarized as follows:

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Amounts due from related parties

     

–  Sinopec Corp., its subsidiaries and joint ventures

     1,505,836        2,142,731  

–  Sinopec Group and its subsidiaries

     —          457  

–  Associates and joint ventures of the Group

     60,157        143,061  
  

 

 

    

 

 

 
     1,565,993        2,286,249  
  

 

 

    

 

 

 

Amounts due to related parties

     

–  Sinopec Corp., its subsidiaries and joint ventures

     4,756,382        4,238,963  

–  Associates and joint ventures of the Group

     749,459        283,717  

–  Sinopec Group and its subsidiaries

     202,553        45,134  
  

 

 

    

 

 

 
     5,708,394        4,567,814  
  

 

 

    

 

 

 

Lease liabilities

     

–  Sinopec Group and its subsidiaries

     15,571        —    

–  Joint ventures of the Group

     698        —    
  

 

 

    

 

 

 
     16,269        —    
  

 

 

    

 

 

 

Cash deposits, maturing within 3 months

     

–  Sinopec Finance

     67,015        22,082  
  

 

 

    

 

 

 

 

  (d)

As at 31 December 2019 and 31 December 2018, cash deposits with Sinopec Finance were at an interest rate of 0.35% per annum.

 

260


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (e)

Key management personnel compensation and post-employment benefit plans

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including directors and supervisors of the Group. The key personnel compensations are as follows:

 

     Year ended 31 December  
     2019
RMB’000
     2018
RMB’000
 

Short-term employee benefits

     9,120        7,561  

Post-employment benefits

     225        159  
  

 

 

    

 

 

 
     9,345        7,720  
  

 

 

    

 

 

 

 

  (f)

Contributions to defined contribution retirement plans

The Group participates in defined contribution retirement plans organized by municipal governments for its staff. The contributions to defined contribution retirement plans are as follows:

 

     Year ended 31 December  
     2019
RMB’000
     2018
RMB’000
 

Municipal retirement scheme costs

     258,328        262,728  

Supplementary retirement scheme costs

     125,370        75,312  
  

 

 

    

 

 

 

As at 31 December 2019 and 31 December 2018, there was no material outstanding contribution to the above defined contribution retirement plans.

 

261


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (g)

Transactions with other state-owned entities in the PRC

The Group is a state-controlled enterprise and operates in an economic regime currently dominated by entities directly or indirectly controlled by the PRC government (collectively referred to as “state-controlled entities”) through its government authorities, agencies, affiliations and other organizations.

Apart from transactions with related parties, the Group has transactions with other state-controlled entities which include, but are not limited to, the following:

 

   

sales and purchases of goods and ancillary materials;

 

   

rendering and receiving services;

 

   

lease of assets, purchase of property, plant and equipment;

 

   

placing deposits and obtaining finance; and

 

   

use of public utilities

These transactions are conducted in the ordinary course of the Group’s business on terms comparable to those with other entities that are not state controlled. The Group has established its procurement policies, pricing strategy and approval process for purchases and sales of products and services which do not depend on whether the counterparties are state-controlled entities or not.

 

  (h)

Commitments with related parties

Construction and installation cost

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Sinopec Group and its subsidiaries

     156,309        16,011  
  

 

 

    

 

 

 

 

262


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

30

Related party transactions (continued)

 

  (i)

Investment commitments with related parties

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Capital contribution to Shanghai Secco (i)

     111,263        111,263  

Capital contribution to Shidian Energy (ii)

     80,000        —    
  

 

 

    

 

 

 
     191,263        111,263  
  

 

 

    

 

 

 

 

  (i)

Pursuant to the resolution of the 18th meeting of the 7th term of Board of Directors on 5 December 2013, the Group was approved to make capital contribution of USD30,017 thousands (RMB182,804 thousands equivalent) to Shanghai Secco, an associate of the Group. As at 31 December 2019, the Company has contributed RMB71,541 thousands to Shanghai Secco. According to the approval by Shanghai Municipal Commission of Commerce as issued on 19 October 2015, the rest of the capital contribution to Shanghai Secco should be within 50 years starting from its registration date.

 

  (ii)

Pursuant to the articles of association of Shidian Energy in August 2019, Toufa agreed to make capital contribution of RMB400,000 thousands to acquire 40% share of Shidian Energy. As at 31 December 2019, Toufa has contributed RMB320,000 thousands to Shidian Energy, and the rest of the capital contribution to Shidian Energy should be paid before January 2022 in accordance with the agreement.

Except for the above disclosed in Note 30 (h) and 30 (i), the Group had no other material commitments with related parties as at 31 December 2019, which are contracted, but not included in the financial statements.

 

31

Dividend

An annual dividend in respect of the year ended 31 December 2019 of RMB0.12 per share, amounting to a total dividend of RMB1,298,858 thousands, was approved by the Board of Directors on 25 March 2020. This financial statement has not reflected such dividend payable.

An annual dividend in respect of the year ended 31 December 2018 of RMB0.25 per share, amounting to a total dividend of RMB2,705,952 thousands, was approved by the Board of Directors on 19 March 2019.

 

263


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

32

Cash generated from operations

Reconciliation of profit before income tax to cash used in operation:

 

     Year ended 31 December  
     2019
RMB’000
     2018
RMB’000
 

Profit before income tax

     2,656,128        6,808,121  
  

 

 

    

 

 

 

Adjustment items:

     

Interest income

     (398,176      (443,661

Share of profit of investments accounted for using the equity method

     (972,593      (885,597

Losses/(gains) on disposal of subsidiary

     60,951        (1,622

Fair value (gains)/losses of foreign exchange option and forward exchange contracts

     (3,001      2,021  

Gains from structured deposits

     (85,444      (19,811

Payments for sale of financial assets at fair value through other comprehensive income

     19,513        —    

Interest expense

     53,784        35,574  

Foreign exchange (gains)/losses

     (18,571      18,034  

Depreciation of property, plant and equipment

     1,507,804        1,550,924  

Depreciation of investment property

     14,694        14,527  

Depreciation of right-of-use assets

     101,998        —    

Amortization of lease prepayments and other non-current assets

     214,292        242,162  

Impairment loss on property, plant, equipment and construction in progress

     486        82,652  

Gains on disposal of property, plant and equipment and other long-term assets – net

     (158,551      (172,508

(Losses)/gains on exercise of foreign exchange option

     (1,155      (6,411

Net (losses)/gains on settlement of foreign exchange contracts

     16,471        (10,129

Share-based payment

     —          (13,004
  

 

 

    

 

 

 

Profit on operation before change of working capital

     3,008,630        7,201,272  
  

 

 

    

 

 

 

Decrease/(increase) in inventories

     1,366,441        (1,523,277

Increase in operation receivables

     (92,354      (469,339

(Decrease)/increase in operation payables

     (487,877      2,767,557  

Increase in balances to related parties – net

     1,860,836        525,286  
  

 

 

    

 

 

 

Cash generated from operating activities

     5,655,676        8,501,499  
  

 

 

    

 

 

 

 

264


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

32

Cash generated from operations (continued)

 

  (a)

Reconciliation of liabilities arising from financing activities

 

     As at
1 January 2019
     Financing cash
flows
    Addition
of lease
liabilities
     Foreign
exchange
movements
    As at
31 December 2019
 
     RMB’000      RMB’000     RMB’000      RMB’000     RMB’000  

Bank loans

     497,249        1,059,892       —          (9,541     1,547,600  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Lease liabilities

     76,731        (89,124     34,436        —         22,043  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

  (b)

In the statement of cash flows, proceeds from sale of property, plant and equipment comprise:

 

     Year ended 31 December  
     2019
RMB’000
     2018
RMB’000
 

Net book amount

     23,113        37,614  

Losses on disposal of property, plant and equipment – net

     44,390        172,508  
  

 

 

    

 

 

 

Net proceeds from disposal of property, plant and equipment

     67,503        210,122  
  

 

 

    

 

 

 

 

  (c)

Non-cash investing activities

 

     Year ended 31 December  
     2019
RMB’000
     2018
RMB’000
 

Purchase of non-current assets settled by bills

     73,812        50,110  
  

 

 

    

 

 

 

 

265


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

33

Commitments

Capital commitments

 

     As at 31 December  
     2019
RMB’000
     2018
RMB’000
 

Property, plant and equipment

     

Contracted but not provided for

     247,220        69,210  
  

 

 

    

 

 

 

 

34

Subsequent event

A dividend in respect of the year ended 31 December 2019 of RMB0.12 per share, amounting to a total dividend of RMB1,298,858 thousands, was proposed by the Board of Directors on 25 March 2020.

Following the outbreak of Coronavirus Disease 2019 (“the COVID-19 outbreak”) in early 2020, a series of precautionary and control measures have been and continued to be implemented across the country, including extension of the Chinese New Year holiday nationwide, postponement of work resumption after the Chinese New Year holiday in some regions, certain level of restrictions and controls over the travelling of people and traffic arrangements, quarantine of certain residents, heightening of hygiene and epidemic prevention requirements in factories and offices and encouraged social distancing.

Due to the COVID-19 outbreak and corresponding control measures, the refinery processing volumes of the Group up to date of this report dropped compared with same period of prior year. Due to the COVID-19 outbreak and failing negotiation on reduction output of OPEC, global crude oil price decreased significantly and caused corresponding impact on operation of the Group.

As at the reporting date, the overall impact of the COVID-19 outbreak on the macro-economy was still unclear and the Group was not able to estimate its specific impact on the Group’s financial position. The Group will pay sustained attention to the follow-up status of COVID-19 outbreak, and take corresponding measures to further assess the impact on financial position and operating result.

 

266


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

35

Balance sheet and reserve movement of the Company

 

     As at
31 December 2019
     As at
31 December 2018
 
     RMB’000      RMB’000  

Assets

     

Non-current assets

     

Lease prepayments and other non-current assets

     455,391        813,119  

Property, plant and equipment

     11,101,389        11,435,270  

Right-of-use assets

     319,434        —    

Investment properties

     397,573        408,366  

Construction in progress

     1,814,985        1,559,401  

Investments in subsidiaries

     1,848,328        1,718,007  

Investments in associates

     4,476,683        3,869,433  

Deferred income tax assets

     138,648        109,137  

Time deposits with banks

     3,511,234        —    
  

 

 

    

 

 

 
     24,063,665        19,912,733  
  

 

 

    

 

 

 

Current assets

     

Inventories

     6,368,389        7,500,683  

Financial assets at fair value through other comprehensive income

     669,889        714,599  

Financial assets at fair value through profit or loss

     3,318,407        2,526,053  

Trade receivables

     2,114        170,205  

Other receivables

     12,627        92,999  

Prepayments

     3,099        1,862  

Amounts due from related parties

     1,354,793        1,953,459  

Cash and cash equivalents

     5,754,440        7,619,013  

Time deposits with banks

     1,508,839        1,500,000  
  

 

 

    

 

 

 
     18,992,597        22,078,873  
  

 

 

    

 

 

 

Total assets

     43,056,262        41,991,606  
  

 

 

    

 

 

 

Equity and liabilities

     

Equity attributable to owners of the Company

     

Share capital

     10,823,814        10,823,814  

Reserves (a)

     18,620,152        19,318,245  
  

 

 

    

 

 

 

Total equity    

     29,443,966        30,142,059  
  

 

 

    

 

 

 

 

267


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

35

Balance sheet and reserve movement of the Company (continued)

 

     As at
31 December 2019
     As at
31 December 2018
 
     RMB’000      RMB’000  

Liabilities

     

Non-current liabilities

     

Deferred income

     10,005        10,442  

Lease liabilities

     8,860        —    
  

 

 

    

 

 

 
     18,865        10,442  
  

 

 

    

 

 

 

Current liabilities

     

Borrowings

     1,500,000        431,649  

Lease liabilities

     10,059        —    

Financial liabilities at fair value through profit or loss

     —          9,799  

Contract liabilities

     597,688        403,967  

Bills payables

     655,000        —    

Trade payables and other payables

     5,508,265        6,388,081  

Amounts due to related parties

     5,104,639        4,310,659  

Income tax payable

     217,780        294,950  
  

 

 

    

 

 

 
     13,593,431        11,839,105  
  

 

 

    

 

 

 

Total liabilities

     13,612,296        11,849,547  
  

 

 

    

 

 

 

Total equity and liabilities

     43,056,262        41,991,606  
  

 

 

    

 

 

 

The balance sheet of the Company was approved by the Board of Directors on 25 March 2020 and were signed on its behalf.

 

Wu Haijun    Zhou Meiyun

Chairman

   Director, Vice General Manager and Chief Financial Officer

 

268


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

35

Balance sheet and reserve movement of the Company (continued)

 

  (a)

Reserve movement of the Company

 

     Legal
surplus
     Capital
surplus
     Surplus
reserve
     Other
reserve
    Share
premium
     Safety
production
fund
     Retained
earnings
    Total  
     RMB’000      RMB’000      RMB’000      RMB’000     RMB’000      RMB’000      RMB’000     RMB’000  

Balance at 1 January 2018

     4,072,476        4,180        101,355        47,469       62,319        —          13,115,540       17,403,339  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net profit attributable to shareholders of the Company

     —          —          —          —         —          —          5,154,603       5,154,603  

Dividends proposed and approved

     —          —          —          —         —          —          (3,247,144     (3,247,144

Appropriation of safety production fund

     —          —          —          —         —          57,135        (57,135     —    

Forfeit of share option scheme (Note 29)

     —          —          —          (13,004     —          —          —         (13,004

Exercise of share option

     —          —          —          (17,062     44,527        —          —         27,465  

Share of other comprehensive loss of investments accounted for using the equity method

     —          —          —          (7,014     —          —          —         (7,014
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at 31 December 2018

     4,072,476        4,180        101,355        10,389       106,846        57,135        14,965,864       19,318,245  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Net profit attributable to shareholders of the Company

     —          —          —          —         —          —          2,000,410       2,000,410  

Dividends proposed and approved

     —          —          —          —         —          —          (2,705,952     (2,705,952

Share of other comprehensive income of investments accounted for using the equity method

     —          —          —          7,449       —          —          —         7,449  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Balance at 31 December 2019

     4,072,476        4,180        101,355        17,838       106,846        57,135        14,260,322       18,620,152  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

269


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

36

Benefits and interests of directors and supervisors

 

  (i)

Directors’ and supervisors’ emoluments:

 

     2019  
            Retirement                       
     Salaries and      scheme      Discretionary                
     other benefits      contributions      bonus      Fees      Total  
     RMB’000      RMB’000      RMB’000      RMB’000      RMB’000  

Executive Directors

              

Wu Haijun

     343        26        557        —          926  

Shi Wei (a)

     329        26        797        —          1,152  

Jin Qiang

     289        26        745        —          1,060  

Guo Xiaojun (b)

     283        26        751        —          1,060  

Zhou Meiyun

     248        26        709        —          983  

Jin Wenmin

     260        26        721        —          1,007  

Independent non- executive directors

              

Zhang Yimin

     —          —          —          150        150  

Liu Yunhong

     —          —          —          150        150  

Du Weifeng

     —          —          —          150        150  

Li Yuanqin

     —          —          —          150        150  

Supervisors

              

Ma Yanhui

     267        22        685        —          974  

Zuo Qiang (c)

     102        15        324        —          441  

Li Xiaoxia (d)

     102        14        529        —          645  

Zhang Feng (e)

     31        9        107        —          147  

Chen Hongjun (f)

     34        9        110        —          153  

Zheng Yunrui

     100        —          —          —          100  

Cai Yanji

     100        —          —          —          100  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,488        225        6,035        600        9,348  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Resigned in December 2019.

  (b)

Resigned in December 2019.

  (c)

Resigned in September 2019.

  (d)

Resigned in September 2019.

  (e)

Appointed in October 2019.

  (f)

Appointed in October 2019.

 

270


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

36

Benefits and interests of directors and supervisors (continued)

 

  (i)

Directors’ and supervisors’ emoluments (continued):

 

 

     2018  
            Retirement                       
     Salaries and      scheme      Discretionary                
     other benefits      contributions      bonus      Fees      Total  
     RMB’000      RMB’000      RMB’000      RMB’000      RMB’000  

Executive Directors

              

Wu Haijun (a)

     393        19        910        —          1,322  

Shi Wei (b)

     84        6        58        —          148  

Jin Qiang

     226        19        523        —          768  

Guo Xiaojun

     216        19        518        —          753  

Zhou Meiyun

     185        19        498        —          702  

Jin Wenmin (c)

     187        19        528        —          734  

Gao Jinping (d)

     215        12        549        —          776  

Independent non-executive directors

              

Zhang Yimin

     —          —          —          150        150  

Liu Yunhong

     —          —          —          150        150  

Du Weifeng

     —          —          —          150        150  

Li Yuanqin

     —          —          —          150        150  

Supervisors

              

Ma Yanhui

     274        14        288        —          576  

Zuo Qiang

     135        17        411        —          563  

Li Xiaoxia

     143        16        418        —          577  

Zheng Yunrui

     100        —          —          —          100  

Cai Tingji

     100        —          —          —          100  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,258        160        4,701        600        7,719  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Resigned general manager in September 2018 while other titles remained.

  (b)

Appointed in September 2018.

  (c)

Appointed in June 2018.

  (d)

Resigned in September 2018.

 

271


Table of Contents

Notes to the Consolidated Financial Statements (continued)

For the year ended 31 December 2019

 

36

Benefits and interests of directors and supervisors (continued)

 

  (ii)

Directors’ retirement benefits

No specific retirement benefits were paid to directors in respect of services in connection with the management of the affairs of the company or its subsidiary undertaking (2018: Nil).

 

  (iii)

Directors’ material interests in transactions, arrangements or contracts

No significant transactions, arrangements and contracts in relation to the Group’s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year.

 

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Independent Auditor’s Report

 

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(Page 1 of 5)

To the Shareholders of Sinopec Shanghai Petrochemical Company Limited

(Incorporated in the People’s Republic of China with limited liability)

Opinion

What we have audited

We have audited the accompanying financial statements of Sinopec Shanghai Petrochemical Company Limited (hereinafter “SPC”), which comprise:

 

 

the consolidated and company balance sheets as at 31 December 2019;

 

 

the consolidated and company income statements for the year then ended; • the consolidated and company cash flow statements for the year then ended;

 

 

the consolidated and company statements of changes in shareholders’ equity for the year then ended;

 

 

notes to the financial statements.

Our opinion

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated and company’s financial position of SPC as at 31 December 2019, and their financial performance and cash flows for the year then ended in accordance with the requirements of Accounting Standards for Business Enterprises (“CASs”).

Basis for Opinion

We conducted our audit in accordance with China Standards on Auditing (“CSAs”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of SPC in accordance with the Code of Ethics for Professional Accountants of the Chinese Institute of Certified

Public Accountants (“CICPA Code”), and we have fulfilled our other ethical responsibilities in accordance with the CICPA Code.

 

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(Page 2 of 5)

 

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter identified in our audit was related to net realizable value (“NRV”) of raw materials, work in progress and finished goods:

 

Key Audit Matter

  

How our audit addressed the Key Audit Matter

NRV of material, work in progress and finished goods

Refer to Notes 2.10 “Inventories”, 2.31 “Critical accounting estimates and assumptions” and 4.8 “Inventories” to the consolidated financial statements.

 

The Group is principally engaged in processing of crude oil into petroleum products and other chemical products. The crude oil can be processed into various finished goods by different processing procedures. Inventories are valued at the lower of cost and NRV.

 

As at 31 December 2019, the gross balances of raw materials, work in progress and finished goods were RMB6,662,023 thousand, against which provisions of RMB112,744 thousand were set aside.

 

The NRV is determined based on the estimated selling prices less the estimated costs to completion, if relevant, other costs necessary to make the sale, and the related taxes.

 

Determination of estimated selling prices of work in progress and finished goods, estimated costs to completion, other costs necessary to make the sale and the related taxes requires significant management judgement, taking into consideration of historical information and future market trend.

 

We focused on this area because of the magnitude of the amounts and the significance of management judgements involved.

  

We understood, evaluated and tested the controls over the determination of net realisable value of raw materials, work in progress and finished goods.

 

For work in progress and finished goods that had been sold after 31 December 2019, we compared on a sample basis the actual selling prices against the estimated selling prices.

 

For work in progress and finished goods that had not been sold after 31 December 2019:

 

if the selling prices were available in the domestic market, we performed independent research of the market price information and compared them against the estimated selling prices.

 

if there were no selling prices available in the domestic market, we compared the estimated selling prices against the recent selling prices. We also independently evaluated the future market trend factors which management considered in determining the estimated selling prices, including possible changes in market supplies, customer demands, technology developments, the relevant State tariffs and the State’s guidance prices by corroborating with public data or research information, checking subsequent outcomes of these factors and reference to our industry knowledge.

 

We assessed the reasonableness and the accuracy of the estimated costs to completion, other costs necessary to make the sale and the related taxes by comparing with the historical costs to completion, other costs necessary to make the sale and the related taxes for the similar inventories.

 

We found that management’s judgements in determining the NRV were supported by the evidence we gathered.

 

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Other Information

The directors of SPC are responsible for the other information. The other information comprises all of the information included in the annual report other than the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Directors and Those Charged with Governance for the Consolidated Financial Statements

The directors of SPC are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRSs and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the SPC’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the SPC or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the SPC’s financial reporting process.

 

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether these financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with CSAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

 

 

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

 

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

 

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the SPC’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the SPC to cease to continue as a going concern.

 

 

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the SPC to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the SPC audit. We remain solely responsible for our audit opinion.

 

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Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements (continued)

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

PricewaterhouseCoopers Zhong Tian LLP    Signing CPA
  

Huang, Zhe Jun (Engagement Partner)

Shanghai, the People’s Republic of China    Signing CPA
  

Chen, Jiao Jiao

25 March 2020   

 

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B.

Financial Statements prepared under China Accounting Standards for Business Enterprises

Consolidated and Company Balance Sheets

As at 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

         31 December
2019
     31 December
2018
     31 December
2019
     31 December
2018
 

Assets

   Note   Consolidated      Consolidated      Company      Company  

Current Assets

             

Cash at bank and on hand

   4(1)     8,958,538        10,241,893        7,263,279        9,119,013  

Derivative financial instruments

   4(2)     263        7,468        –          6,953  

Financial assets at fair value through profit or loss

   4(3),12(1)     3,318,407        2,719,811        3,318,407        2,519,100  

Accounts receivable

   4(4),12(2)     1,639,916        2,297,814        1,310,449        2,053,409  

Financial assets at fair value through other comprehensive income

   4(5)     1,540,921        1,672,431        669,889        714,599  

Advances to suppliers

   4(6)     56,602        72,968        47,547        68,934  

Other receivables

   4(7),12(3)     28,111        108,986        14,637        96,182  

Inventories

   4(8)     6,754,434        8,120,875        6,368,389        7,500,683  

Assets hold for sale

   4(9)     –          24,331        –          –    

Other current asset

   4(10)     11,971        32,299        –          –    
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Assets

       22,309,163        25,298,876        18,992,597        22,078,873  
    

 

 

    

 

 

    

 

 

    

 

 

 

Non-Current Assets

             

Long-term equity investments

   4(11),12(4)     5,328,758        4,657,133        6,489,898        5,762,327  

Other equity instrument investments

       5,000        –          –          –    

Investment properties

   4(12)     367,468        376,739        397,573        408,366  

Property, plant and equipment

   4(13),12(5)     11,322,850        11,670,453        11,123,442        11,459,333  

Construction in progress

   4(14)     1,815,549        1,559,401        1,814,985        1,559,401  

Right-of-use assets

   4(15)     23,648               20,520         

Intangible assets

   4(16)     337,846        355,594        298,914        319,877  

Long-term prepaid expenses

   4(17)     463,780        502,689        455,391        493,242  

Deferred tax assets

   4(18)     150,832        119,075        138,648        109,137  

Other non-current assets

   4(19)     3,511,234        –          3,511,234        –    
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current Assets

       23,326,965        19,241,084        24,250,605        20,111,683  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Assets

       45,636,128        44,539,960        43,243,202        42,190,556  
    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Consolidated and Company Balance Sheets (continued)

As at 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

           31 December
2019
     31 December
2018
     31 December
2019
     31 December
2018
 

Liabilities & Equity

   Note     Consolidated      Consolidated      Company      Company  

Current Liabilities

             

Short term loan

     4(21)       1,547,600        497,249        1,500,000        431,649  

Derivative financial liability

     4(2)       799        11,005        —          9,799  

Accounts payable

     4(22)       733,900        —          715,000        —    

Advances from customers

     4(23)       7,664,296        7,394,383        5,951,568        5,535,625  

Contract liabilities

     4(24)       660,783        453,564        601,912        411,796  

Employee benefits payable

     4(25)       189,547        128,861        183,912        123,157  

Taxes payable

     4(26)       3,803,287        4,642,692        3,776,221        4,608,232  

Other payable

     4(27)       867,967        785,260        854,759        718,847  

Non-current liabilities within one year

     4(28)       11,450        —          10,059        —    
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Current Liabilities

       15,479,629        13,913,014        13,593,431        11,839,105  
    

 

 

    

 

 

    

 

 

    

 

 

 

Non-Current Liabilities

             

Lease liabilities

     4(29)       10,593        —          8,860        —    

Deferred revenue

     4(30)       130,005        140,442        130,005        140,442  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Non-Current Liabilities

       140,598        140,442        138,865        140,442  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities

       15,620,227        14,053,456        13,732,296        11,979,547  
    

 

 

    

 

 

    

 

 

    

 

 

 

Equity

             

Share capital

     1,4(31)       10,823,814        10,823,814        10,823,814        10,823,814  

Capital surplus

     4(32)       610,327        610,327        600,768        600,768  

Other comprehensive income

     4(33)       17,838        10,389        17,838        10,389  

Specific reserve

     4(34)       57,137        57,135        57,135        57,135  

Surplus reserve

     4(35)       6,437,010        6,237,170        6,437,010        6,237,170  

Undistributed profits

     4(36)       11,939,215        12,631,291        11,574,341        12,481,733  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total equity attributable to equity shareholders of the Company

       29,885,341        30,370,126        29,510,906        30,211,009  
    

 

 

    

 

 

    

 

 

    

 

 

 

Non-Controlling Interests

     4(37)       130,560        116,378        —          —    
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Equity

       30,015,901        30,486,504        29,510,906        30,211,009  
    

 

 

    

 

 

    

 

 

    

 

 

 

Total Liabilities and Shareholders’ Equity

       45,636,128        44,539,960        43,243,202        42,190,556  
    

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

  

 

  

 

Wu Haijun    Zhou Meiyun    Yang Yating
Chairman    Director Chief Financial Officer and Vice General Manager    Accounting Chief

 

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Table of Contents

Consolidated and Company Income Statements

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

            2019      2018      2019      2018  

Items

   Note      Consolidated      Consolidated      Company      Company  

Revenue

     4(38),12(6)        100,346,048        107,764,908        78,110,863        80,116,103  

Less: Cost of sales

     4(38),12(6)        83,781,040        87,029,575        61,858,808        59,641,027  

  Taxes and surcharges

     4(39)        12,213,927        12,075,424        12,192,123        12,051,253  

  Selling and distribution expenses

     4(40)        532,455        536,914        438,545        437,909  

  General and administrative expenses

     4(41)        2,500,287        2,616,798        2,380,251        2,460,912  

  R&D expenses

     4(42)        92,964        37,261        84,404        29,500  

  Finance income – net

     4(43)        (348,181)        (293,429)        (311,456)        (334,897)  

  Including: finance expense

        53,784        79,246        51,429        41,850  

                     finance income

        (398,176)        (443,650)        (363,282)        (410,655)  

Add: Other income

     4(45)        63,826        89,035        60,325        84,679  

  Investment income

     4(46),12(7)        953,661        878,213        972,758        826,730  

  Including: Share of profits of associates and joint ventures

        962,593        875,597        899,926        816,631  

  Gain from changes in fair values

     4(47)        1,597        33,347        2,153        16,254  

  Credit impairment losses

     4(48)        59        (39)        54        (73)  

  Asset impairment losses

     4(49)        (70,664)        (168,655)        (70,248)        (153,247)  

  Asset disposal benefits/losses

     4(50)        176,324        172,508        14,267        (24,648)  
     

 

 

    

 

 

    

 

 

    

 

 

 

Operating profit

        2,698,359        6,766,774        2,447,497        6,580,094  
     

 

 

    

 

 

    

 

 

    

 

 

 

Add: Non-operating income

     4(51)        20,507        47,581        14,509        19,763  

Less: Non-operating expenses

     4(52)        64,750        65,379        64,744        42,799  
     

 

 

    

 

 

    

 

 

    

 

 

 

Total profit

        2,654,116        6,748,976        2,397,262        6,557,058  
     

 

 

    

 

 

    

 

 

    

 

 

 

Less: Income tax expenses

     4(53)        428,963        1,471,903        398,862        1,461,600  
     

 

 

    

 

 

    

 

 

    

 

 

 

Net profit

        2,225,153        5,277,073        1,998,400        5,095,458  
     

 

 

    

 

 

    

 

 

    

 

 

 

  Attributable to shareholders of the Company

        2,213,716        5,277,186        —          —    

  Non-controlling interests

        11,437        (113)        —          —    

  Profit from continuing operations

        2,225,153        5,277,073        1,998,400        5,095,458  

  Profit from discontinued operations

        —          —          —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

Consolidated and Company Income Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

            2019      2018      2019      2018  

Items

   Note      Consolidated      Consolidated      Company      Company  

Other comprehensive income

        7,449        (7,014)        7,449        (7,014)  
     

 

 

    

 

 

    

 

 

    

 

 

 

Total comprehensive income

        2,232,602        5,270,059        2,005,849        5,088,444  
     

 

 

    

 

 

    

 

 

    

 

 

 

Attributable to shareholders of the Company

        2,221,165        5,270,172        —          —    

Non-controlling interests

        11,437        (113)        —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 

Earnings per share

              

Basic earnings per share (RMB Yuan)

     4(54)        0.205        0.488        —          —    

Diluted earnings per share (RMB Yuan)

     4(54)        0.205        0.488        —          —    
     

 

 

    

 

 

    

 

 

    

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

  

 

  

 

Wu Haijun    Zhou Meiyun    Yang Yating
Chairman                    Director Chief Financial Officer and Vice General Manager    Accounting Chief            

 

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Table of Contents

Consolidated and Company Cash Flow Statements

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

         2019     2018     2019     2018  

Items

   Note   Consolidated     Consolidated     Company     Company  

Cash flows from operating activities

          

Cash received from sales of goods or rendering of services

       110,126,469       118,881,819       86,465,346       89,564,633  

Refund of taxes and surcharges

       31,470       53,532       29,972       51,462  

Cash received relating to other operating activities

   4(55)     42,075       75,081       34,281       105,577  
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash inflows

       110,200,014       119,010,432       86,529,599       89,721,672  
    

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid for goods and services

       (86,975,385     (94,892,094     (63,816,421     (65,801,807

Cash paid to and on behalf of employees

       (3,092,019     (2,901,628     (2,911,994     (2,624,396

Payments of taxes and surcharges

       (14,580,917     (14,079,772     (14,490,704     (14,015,067

Cash paid relating to other operating activities

   4(55)     (430,484     (441,839     (437,534     (534,356
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash outflows

       (105,078,805     (112,315,333     (81,656,653     (82,975,626
    

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows generated from operating activities

   4(56),12(8)     5,121,209       6,695,099       4,872,946       6,746,046  
    

 

 

   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

          

Cash received from entrusted lendings

       —         12,000       —         —    

Cash received from returns on investments

       594,868       811,473       544,358       768,605  

Net cash received from disposal of fixed assets

       67,503       210,122       62,728       3,243  

Cash received relating to other investing activities

       —         9,600       —         —    

Cash received relating to other investing activities

   4(55)     7,833,248       4,433,970       7,593,709       4,382,656  
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash inflows

       8,495,619       5,477,165       8,200,795       5,154,504  
    

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid to acquire fixed assets, intangible assets and other long-term assets

       (1,430,411     (1,187,005     (1,421,904     (1,191,643

Net cash received from subsidiaries

       (253,184     —         (327,943     —    

Cash held by the Company on the day of loss of control

       (404     (18,529     —         —    

Cash paid relating to other investing activities

   4(55)     (11,434,829     (6,200,000     (11,415,904     (6,000,000
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash outflows

       (13,118,828     (7,405,534     (13,165,751     (7,191,643
    

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in investing activities

       (4,623,209     (1,928,369     (4,964,956     (2,037,139
    

 

 

   

 

 

   

 

 

   

 

 

 

 

282


Table of Contents

Consolidated and Company Cash Flow Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

         2019     2018     2019     2018  

Items

   Note   Consolidated     Consolidated     Company     Company  

Cash flows from financing activities

          

Cash received relating to other financing activities

       —         37,102       —         37,102  

Cash received from borrowings

       4,755,100       2,536,759       4,700,000       2,421,159  
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash inflows

       4,755,100       2,573,861       4,700,000       2,458,261  
    

 

 

   

 

 

   

 

 

   

 

 

 

Cash repayments of borrowings

       (3,695,208     (2,646,157     (3,621,775     (2,508,000

Cash paid for distribution of dividends or profits and interest expenses

       (2,771,560     (3,317,778     (2,764,402     (3,308,648

Including: cash payments for dividends or profits to non-controlling shareholders of subsidiaries

       (3,266     (6,457     —         —    

Cash from minority shareholder

       —         (152,800     —         —    

Principal elements of lease payments

   4(55)     (89,124     —         (86,386     —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total of cash outflows

       (6,555,892     (6,116,735     (6,472,563     (5,816,648
    

 

 

   

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

       (1,800,792     (3,542,874     (1,772,563     (3,358,387
    

 

 

   

 

 

   

 

 

   

 

 

 

Exchange gains on cash and cash equivalents

       10,598       13,771       —         —    
    

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease)/increase in cash and cash equivalents

       (1,292,194     1,237,627       (1,864,573     1,350,520  

Add: Cash and cash equivalents at the beginning of the year

   4(56)     8,741,893       7,504,266       7,619,013       6,268,493  
    

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the end of the year

   4(56)     7,449,699       8,741,893       5,754,440       7,619,013  
    

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

  

 

  

 

Wu Haijun    Zhou Meiyun    Yang Yating
Chairman                    Director Chief Financial Officer and Vice General Manager    Accounting Chief            

 

283


Table of Contents

Consolidated Statement of Changes in Shareholders’ Equity

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

         Attributable to equity shareholders of the Company     Non-
controlling
interests
    Total
equity
 

Items

   Note   Share
capital
     Capital
surplus
    Other
comprehensive
income
    Specific
reserve
    Surplus
reserve
     Undistributed
profits
 

Balance at 1 January 2018

       10,814,177        586,307       17,403       —         5,727,624        11,110,795       285,307       28,541,613  
    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Movements for the year ended 31 December 2018

                    

Total comprehensive income

                    

Net profit for the year

       —          —         —         —         —          5,277,186       (113     5,277,073  

Other comprehensive loss

   4(33)     —          —         (7,014     —         —          —         —         (7,014

Contributions of equity

                    

Employees share option scheme

   4(31),4(32)     9,637        27,465       —         —         —          —         —         37,102  

Exercise of share option

   4(32)     —          (13,004     —         —         —          —         —         (13,004

Appropriation of profits

                    

Appropriation to surplus reserves

   4(35)     —          —         —         —         509,546        (509,546     —         —    

Distributions to shareholders

   4(36)     —          —         —         —         —          (3,247,144     (6,457     (3,253,601

Specific reserve

                    

Accrued

   4(34)     —          —         —         112,870       —          —         —         112,870  

Utilised

   4(34)     —          —         —         (55,735     —          —         —         (55,735

Equity change of minority shareholder

       —          9,559       —         —         —          —         (162,359     (152,800
    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance at 31 December 2018

       10,823,814        610,327       10,389       57,135       6,237,170        12,631,291       116,378       30,486,504  
    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

284


Table of Contents

Consolidated Statement of Changes in Shareholders’ Equity (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

         Attributable to equity shareholders of the Company     Non-
controlling
interests
    Total
equity
 

Items

   Note   Share
capital
     Capital
surplus
     Other
comprehensive
income
     Specific
reserve
    Surplus
reserve
     Undistributed
profits
 

Balance at 1 January 2019

       10,823,814        610,327        10,389        57,135       6,237,170        12,631,291       116,378       30,486,504  
    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Movements for the year ended 31 December 201

                      

Total comprehensive income

                      

Net profit for the year

       —          —          —          —         —          2,213,716       11,437       2,225,153  

Other comprehensive income

   4(33)     —          —          7,449        —         —          —         —         7,449  

Appropriation of profits

                      

Appropriation to surplus reserves

   4(35)     —          —          —          —         199,840        (199,840     —         —    

Distributions to shareholders

   4(36)     —          —          —          —         —          (2,705,952     (3,266     (2,709,218

Specific reserve

                      

Accrued

   4(34)     —          —          —          138,028       —          —         —         138,028  

Utilised

   4(34)     —          —          —          (138,026     —          —         —         (138,026

Equity change of minority shareholder

       —          —          —          —         —          —         6,011       6,011  
    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Balance at 31 December 2019

       10,823,814        610,327        17,838        57,137       6,437,010        11,939,215       130,560       30,015,901  
    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

  

 

  

 

Wu Haijun    Zhou Meiyun    Yang Yating
Chairman                    Director Chief Financial Officer and Vice General Manager    Accounting Chief        

 

285


Table of Contents

Statement of Changes in Shareholders’ Equity

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

Items

   Note      Share capital      Capital
surplus
    Other
comprehensive
income
    Specific
reserve
    Surplus
reserve
     Undistributed
profits
    Total equity  

Balance at 1 January 2018

        10,814,177        586,307       17,403       —         5,727,624        11,142,965       28,288,476  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Movements for the year ended 31 December 2018

                   

Total comprehensive income

                   

Net profit for the year

        —          —         —         —         —          5,095,458       5,095,458  

Other comprehensive loss

        —          —         (7,014     —         —          —         (7,014

Contributions of equity

                   

Employees share option scheme

        9,637        27,465       —         —         —          —         37,102  

Exercise of share option

        —          (13,004     —         —         —          —         (13,004

Appropriation of profits

                   

Appropriation to surplus reserves

        —          —         —         —         509,546        (509,546     —    

Distributions to shareholders

        —          —         —         —         —          (3,247,144     (3,247,144

Specific reserve

                   

Accrued

        —          —         —         112,870       —          —         112,870  

Utilised

        —          —         —         (55,735     —          —         (55,735
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at 31 December 2018

        10,823,814        600,768       10,389       57,135       6,237,170        12,481,733       30,211,009  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at 1 January 2019

        10,823,814        600,768       10,389       57,135       6,237,170        12,481,733       30,211,009  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Movements for the year ended 31 December 2019

                   

Total comprehensive income

                   

Net profit for the year

        —          —         —         —         —          1,998,400       1,998,400  

Other comprehensive income

        —          —         7,449       —         —          —         7,449  

Appropriation of profits

                   

Appropriation to surplus reserves

        —          —         —         —         199,840        (199,840     —    

Distributions to shareholders

        —          —         —         —         —          (2,705,952     (2,705,952

Specific reserve

                   

Accrued

        —          —         —         131,763       —          —         131,763  

Utilised

        —          —         —         (131,763     —          —         (131,763
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Balance at 31 December 2019

        10,823,814        600,768       17,838       57,135       6,437,010        11,574,341       29,510,906  
     

 

 

    

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

The accompanying notes form an integral part of these financial statements.

 

 

  

 

  

 

Wu Haijun    Zhou Meiyun    Yang Yating
Chairman                    Director Chief Financial Officer and Vice General Manager    Accounting Chief        

 

286


Table of Contents

Notes to the Financial Statements

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

1 General information

Sinopec Shanghai Petrochemical Company Limited (“the Company”), formerly Shanghai Petrochemical Company Limited, was established in the People’s Republic of China (“the PRC”) on 29 June 1993 with registered capital of RMB4,000,000,000, invested by its holding company-China National Petrochemical Corporation; these shares were converted from assets of former Shanghai Petrochemical Complex.

H shares were listed on the Hong Kong Stock Exchange on 26 July 1993, and listed on the New York Stock Exchange in the form of American Depositary Shares at the same time; the A shares were listed on the Shanghai Stock Exchange on 8 November 1993.

Sinopec Group completed its reorganization on 25 February 2000. After the reorganization, China Petroleum & Chemical Corporation (“Sinopec Corp.”) was established. As part of the reorganization, Sinopec Group transferred its 4,000,000,000 of the Company’s state-owned legal shares, which represented 55.56 percent of the issued share capital of the Company, to Sinopec Corp.. Sinopec Corp. became the largest shareholder of the Company. The Company changed its name to Sinopec Shanghai Petrochemical Company Limited on 12 October 2000.

Ordinary A shares of RMB14,176,600 and 9,636,900 were registered on 27 September 2017 and 12 January 2018.

As at 31 December 2019, total shares of the Company were 10,823,813,500, 1 Yuan per share. Detailed changes to share capital refers to Note 4(31).

The Company and its subsidiaries (“the Group”) is a highly integrated entity which processes crude oil into synthetic fibres, resins and plastics, intermediate petrochemicals and petroleum products.

Details of the Company’s principal subsidiaries are set out in Note 5. The Company which no longer combined is Zhejiang Jin Yong Acrylic Fiber Company Limited (“Jinyong”) and the details is set out in Note 5(1).

These financial statements were authorised for issue by the Board of Directors on 25 March 2020.

 

287


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

2 Summary of significant accounting policies and accounting estimates

The Group determines the accounting policies and accounting estimates based on its production and management features, mainly reflecting in the provision of inventories (Note 2(10)), depreciation of fixed assets (Note 2(13)), and impairment of long-term assets (Note 2(18)).

The key assumptions adopted by the Group in evaluating significant accounting policies and accounting estimate are listed in Note 2(31).

(1) Basis of preparation

The financial statements are prepared in accordance with the Accounting Standard for Business Enterprises – Basic Standard, and the specific accounting standards and other relevant regulations issued by the Ministry of Finance on 15 February 2006 and in subsequent periods (hereafter collectively referred to as “the Accounting Standard for Business Enterprises” or “CAS”).

The financial statements are prepared on a going concern basis.

(2) Statement of compliance with the Accounting Standards for Business Enterprises

The financial statements of the Company for the year ended 31 December 2019 are in compliance with the Accounting Standards for Business Enterprises, and truly and completely present the financial position as at 31 December 2019 and the operating results, cash flows and other information for the year then ended of the Group and the Company.

(3) Accounting period

The Company’s accounting year starts on 1 January and ends on 31 December.

(4) Recording currency

The recording currency is Renminbi (RMB).

 

288


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

2 Summary of significant accounting policies and accounting estimates (continued)

(5) Business combinations

(a) Business combinations involving enterprises under common control

The consideration paid and net assets obtained by the absorbing party in a business combination are measured at the carrying amount. The difference between the carrying amount of the net assets obtained from and the carrying amount of the consideration paid for the combination is treated as an adjustment to capital surplus (capital premium). If the capital surplus (capital premium) is not sufficient to absorb the difference, the remaining balance is adjusted against undistributed profits. Costs directly attributable to the combination are included in profit or loss in the period in which they are incurred. Transaction costs associated with the issue of equity or debt securities for the business combination are included in the initially recognised amounts of the equity or debt securities.

(b) Business combinations involving enterprises not under common control

The cost of combination and identifiable net assets obtained by the acquirer in a business combination are measured at fair value at the acquisition date. Where the cost of the combination exceeds the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised as goodwill; where the cost of combination is lower than the acquirer’s interest in the fair value of the acquiree’s identifiable net assets, the difference is recognised in profit or loss for the current period. Costs directly attributable to the combination are included in profit or loss in the period in which they are incurred. Transaction costs associated with the issue of equity or debt securities for the business combination are included in the initially recognised amounts of the equity or debt securities.

 

289


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2 Summary of significant accounting policies and accounting estimates (continued)

 

 

  (6)

Preparation of consolidated financial statements

The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries.

Subsidiaries are consolidated from the date on which the Group obtains control and are de-consolidated from the date that such control ceases. For a subsidiary that is acquired in a business combination involving enterprises under common control, it is included in the consolidated financial statements from the date when it, together with the Company, comes under common control of the ultimate controlling party. The portion of the net profits realised before the combination date is presented separately in the consolidated income statement.

In preparing the consolidated financial statements, where the accounting policies and the accounting periods are inconsistent between the Company and subsidiaries, the financial statements of the subsidiaries are adjusted in accordance with the accounting policies and the accounting period of the Company. For subsidiaries acquired from business combinations involving enterprises not under common control, the individual financial statements of the subsidiaries are adjusted based on the fair value of the identifiable net assets at the acquisition date.

All significant intra-group balances, transactions and unrealised profits are eliminated in the consolidated financial statements. The portion of subsidiaries’ owners’ equity and the portion of subsidiaries’ net profits and losses and comprehensive incomes for the period not attributable to the Company are recognised as non-controlling interests, net profit attributed to non-controlling interests and total comprehensive incomes attributed to non-controlling interests and presented separately in the consolidated financial statements under owners’ equity, net profits and total comprehensive income respectively. Unrealised profits and losses resulting from the sale of assets by the Company to its subsidiaries are fully eliminated against net profit attributable to owners of the parent. Unrealized profits and losses resulting from the sale of assets by a subsidiary to the Company are eliminated and allocated between net profit attributable to owners of the parent and non-controlling interests in accordance with the allocation proportion of the parent in the subsidiary. Unrealized profits and losses resulting from the sale of assets by one subsidiary to another are eliminated and allocated between net profit attributable to owners of the parent and non-controlling interests in accordance with the allocation proportion of the parent in the subsidiary.

If the accounting treatment of a transaction which considers the Group as an accounting entity is different from that considers the Company or its subsidiaries as an accounting entity, it is adjusted from the perspective of the Group.

 

290


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

 

  (7)

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits that can be readily drawn on demand, and short-term and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

 

  (8)

Foreign currency translation

Foreign currency transactions

Foreign currency transactions are translated into RMB using the exchange rates prevailing at the dates of the transactions.

At the balance sheet date, monetary items denominated in foreign currencies are translated into RMB using the spot exchange rates on the balance sheet date. Exchange differences arising from these translations are recognised in profit or loss for the current period, except for those attributable to foreign currency borrowings that have been taken out specifically for the acquisition or construction of qualifying assets, which are capitalised as part of the cost of those assets. Non-monetary items denominated in foreign currencies that are measured at historical costs are translated into RMB at the balance sheet date using the spot exchange rates at the date of the transactions. The effect of exchange rate changes on cash is presented separately in the cash flow statement.

 

  (9)

Financial Instruments

Financial assets refers to contracts when one side forms a financial asset while the other forms a financial liability or equity instrument. When the Group becomes one side of a financial instrument contract, the Group recognize a financial asset or a financial liability.

 

  (a)

Financial assets

 

  (i)

Financial assets classification and measurement

According to the business model of financial assets management and the characteristics of contract cash flow of financial assets, the Group divides financial assets into: (1) financial assets measured by amortized cost; (2) financial assets measured at fair value and recorded into other comprehensive income; (3) financial assets measured at fair value and recorded in current profit and loss.

Financial assets are measured at fair value at the time of initial recognition. For financial assets measured at fair value and whose changes are included in the current profit and loss, relevant transaction costs are directly included in the current profit and loss; For other categories of financial assets, the relevant transaction costs are included in the initial recognition amount. Accounts receivable or notes receivable arising from the sale of products or the provision of services, which do not contain or take no account of material financing elements, shall be initially recognized by the Group in accordance with the amount of consideration to which the Group is entitled to receive as expected.

 

291


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (9)

Financial Instruments (continued)

 

  (a)

Financial assets (continued)

 

  (i)

Financial assets classification and measurement (continued)

 

Debt instruments

The debt instruments held by the Group refer to the instruments that meet the definition of financial liabilities from the perspective of the issuer and are measured in the following three ways:

Measured at amortized cost:

The Group’s business model for managing such financial assets is to collect contract cash flow, and the contract cash flow characteristics of such financial assets are consistent with the basic lending arrangement, that is, the cash flow generated on a specific date is only the payment of principal and interest based on the amount of outstanding principal. The Group recognizes interest income for such financial assets in accordance with the real interest rate method. Such financial assets mainly include monetary funds, notes receivable and accounts receivable, other receivables and creditor’s rights investment, etc. The Group shall list the creditor’s rights investment that is due within one year (including one year) from the date of balance sheet as non-current assets that are due within one year; The creditor’s right investment within one year (including one year) at the time of acquisition is listed as other current assets.

Measured at fair value and recorded into other comprehensive income:

The Group’s business model for managing such financial assets is both to collect contract cash flow and to sell, and the contract cash flow characteristics of such financial assets are consistent with the basic lending arrangements. Such financial assets are measured at fair value and their changes are included in other comprehensive income, but impairment losses or gains, exchange gains and losses and interest income calculated according to the real interest rate method are included in current profit and loss. Such financial assets are listed as other creditor’s rights investments, and other creditor’s rights investments that are due within one year (including one year) from the date of balance sheet are listed as non-current assets that are due within one year; Other creditor’s rights investments with a maturity of one year (including one year) at the time of acquisition are listed as other current assets.

Measured at fair value and recorded in current profit and loss:

The Group will not be held in the amortized cost measurement and measurement at fair value and its changes into other comprehensive income of the debt instruments, measured at fair value and its changes into the current profits and losses, listed as a transactional

 

292


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (9)

Financial Instruments (continued)

 

  (a)

Financial assets (continued)

 

  (i)

Financial assets classification and measurement (continued)

 

Equity instruments

The Group will measure the equity instrument investment without its control, common control and significant influence according to the fair value and record its changes into the current profit and loss, and list it as a transactional financial asset; The assets that are expected to be held for more than one year from the balance sheet date are listed as other non-current financial assets.

In addition, the Group has designated some non-tradable equity instrument investments as financial assets measured at fair value and their changes included in other comprehensive income, and listed them as other equity instrument investments. The relevant dividend income of such financial assets is included in the current profit and loss.

 

  (ii)

Impairment

The Group recognizes loss provisions on the basis of expected credit losses for financial assets measured at amortized cost, debt instrument investments measured at fair value and their changes included in other comprehensive income, etc.

The Group calculates and confirms expected credit losses, taking into account reasonable and well-

founded information on past events, current conditions and projections of future economic conditions.

At each balance sheet date, the Group measures the expected credit losses of financial instruments at different stages. If the credit risk of the financial instrument does not increase significantly after the initial confirmation, it is in the first stage. The Group shall measure the loss reserve according to the expected credit loss in the next 12 months. Where the credit risk of a financial instrument has increased significantly since the initial confirmation but no credit impairment has occurred, it is in the second stage and the Group shall measure the loss reserve in accordance with the expected credit loss of the entire duration of the instrument; Where a credit impairment has occurred since the initial confirmation of the financial instrument, it is in the third stage and the Group shall measure the loss reserve according to the expected credit loss of the entire duration of the instrument.

For financial instruments with low credit risk on the balance sheet date, the Group assumes that the credit risk has not increased significantly since the initial recognition and measures the loss provision according to the expected credit loss in the next 12 months.

 

293


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (9)

Financial Instruments (continued)

 

  (a)

Financial assets (continued)

 

  (ii)

Impairment (continued)

 

For the financial instruments in the first and second stages and with low credit risks, the Group shall calculate the interest income according to the book balance and the actual interest rate before deducting the impairment provisions. For financial instruments in the third stage, the interest income shall be calculated according to the amortized cost and the real interest rate after the book balance is deducted and the provision for impairment is drawn.

For notes receivable and accounts receivable other than financial assets which are measured at fair value and recorded in other comprehensive income, whether there is significant financing component or not, the Group shall measure the loss reserve according to the expected credit loss of the whole duration.

For other receivables, the Group calculates the expected credit loss by referring to the experience of historical credit loss, combining the current situation and the forecast of future economic situation, through the default risk exposure and the expected credit loss rate in the next 12 months or the whole duration.

The Group shall record the provision for loss accrued or brought back into the current profit and loss. For the debt instruments held by the Group, which are measured at fair value and whose changes are included in other comprehensive income, the Group shall adjust other comprehensive income when the impairment loss or profit is included in the current profit and loss.

 

  (iii)

Derecognition

Financial assets are derecognized when meet one of the following situations:(1) the right to receive cash flows has been ceased; (2) financial assets have been transferred and the Group has transferred substantially all the risks and rewards of ownership; (3) financial assets have been transferred. Although the Group neither transfers nor retains nearly all the risks and rewards in the ownership of the financial asset, it has relinquished control over the financial asset.

When the investment of other equity instruments is recognized after termination, the difference between the book value and the consideration received and the accumulated amount of the fair value change directly included in other comprehensive income shall be recorded into retained earnings.When the remaining financial assets are recognized, the difference between their book value and the sum of the consideration they received and the accumulated amount of the fair value change directly recorded in other comprehensive income shall be recorded into the current profit and loss.

 

294


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (9)

Financial Instruments (continued)

 

  (b)

Financial liabilities

At the time of initial recognition, financial liabilities are classified into financial liabilities measured at amortized

cost and financial liabilities measured at fair value and their changes are included in the current profit and loss.

The financial liabilities of the Group are mainly financial liabilities measured by amortized cost, including notes payable and accounts payable, other payables, loans, etc. Such financial liabilities are initially measured according to their fair value after deducting transaction costs, and are subsequently measured by the effective interest rate method. Where the term is less than one year (including one year), it shall be listed as current liabilities; If the term is more than one year, but the term is due within one year (including one year) from the balance sheet date, it shall be listed as non-current liabilities that are due within one year; The rest are shown as non-current liabilities.

When the current obligation of the financial liability has been discharged in whole or in part, the Group shall terminate the recognition of the discharged part of the financial liability or obligation. The difference between the carrying amount of the part to be recognized and the consideration paid shall be recorded into the profit and loss of the current period.

 

  (c)

The determination of the fair value of financial instruments

The fair value of a financial instrument with an active market is determined by the quoted price in the active market. There is no active market for financial instruments, the use of valuation technology to determine their fair value. In valuation, the Group adopts valuation techniques that are applicable in the current situation and have sufficient data and other information available to support them, selects input values that are consistent with the characteristics of assets or liabilities considered by market participants in transactions of related assets or liabilities, and gives priority to relevant observable input values as far as possible. Use unobservable input values in cases where the relevant observable input values cannot be obtained or are not feasible to obtain.

 

295


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (10)

Inventories

Inventories include raw materials, products in process, goods in stock, spare parts and low-value consumables, etc., which are measured at the lower cost and net realizable value.

 

  (a)

Categories of inventories

Inventories include raw materials, work in progress, finished goods, spare parts and consumables, and are measured at the lower of cost and net realisable value.

 

  (b)

Measurement of cost of inventories

Cost is determined using the weighted average method. The cost of finished goods and work in progress comprise raw materials, direct labour and systematically allocated production overhead based on the normal production capacity.

 

  (c)

Basis for determining net realisable value of inventories and method of provision for impairment of inventories

Provision for decline in the value of inventories is determined at the excess amount of the carrying amounts of the inventories over their net realisable value. Net realisable value is determined based on the estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs necessary to make the sale and related taxes.

 

  (d)

The Group adopts the perpetual inventory system.

 

  (e)

Amortisation methods for low-value consumables

Low value consumables are expensed upon issuance.

 

296


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (11)

Long-term equity investments

Long-term equity investments comprise the Company’s long-term equity investments in its subsidiaries, and the Group’s long-term equity investments in its joint ventures and associates.

Subsidiaries are the investees over which the Company is able to exercise control. A joint venture is a joint arrangement which is structured through a separate vehicle over which the Group has joint control together with other parties and only has rights to the net assets of the arrangement based on legal forms, contractual terms and other facts and circumstances. An associates is the investee over which the Group has significant influence by participating in the financial and operating policy decisions.

Investments in subsidiaries are presented in the Company’s financial statements using the cost method, and are adjusted to the equity method when preparing the consolidated financial statements. Investments in joint ventures and associates are accounted for using the equity method.

 

  (a)

Initial recognition

For long-term equity investments acquired through a business combination: The initial investment cost of a long-term equity investment obtained through a business combination involving enterprises under common control is the Company’s share of the carrying amount of the subsidiary’s equity at the combination date. For a long-term equity investment obtained through a business combination not involving enterprises under common control, the initial investment cost is the combined cost issued by the Company, in exchange for control of the acquire.

For long-term equity investment acquired other than through a business combination, the initial investment cost is recognised at the actual consideration paid if the Group acquires the investment by cash, or at the fair value of the equity securities issued if an investment is acquired by issuing equity securities.

 

297


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (11)

Long-term equity investments (continued)

 

  (b)

Subsequent measurement

Under the cost method of accounting, long-term equity investments are measured at initial investment cost, investment income is recognised in profit or loss for the cash dividends or profit distribution declared by the investee.

For long-term equity investments accounted for using the equity method, where the initial investment cost exceeds the fair value of the Group’s share of the investee’s identifiable net assets at the time of acquisition, the investment is initially measured at cost; Where the initial investment cost is less than the fair value of the Group’s share of the investee’s identifiable net assets at the time of acquisition, the difference is included in profit or loss for the current period and the cost of the long-term equity investment is adjusted upwards accordingly.

Under the equity method of accounting, the Group recognises the investment income according to its share of net profit or loss of the investee. The Group discontinues recognising its share of net losses of an investee after the carrying amount of the long-term equity investment together with any long-term interests that, in substance, form part of the investor’s net investment in the investee are reduced to zero. However, if the Group has obligations for additional losses and the criteria with respect to recognition of provisions under the accounting standards on contingencies are satisfied, the Group continues recognising the investment losses and the provisions. For changes in shareholders’ equity of the investee other than those arising from its net profit or loss, the Group records its proportionate share directly into capital surplus, provided that the Group’s proportion of shareholding in the investee remains unchanged. The carrying amount of the investment is reduced by the Group’s share of the profit distribution or cash dividends declared by an investee. The unrealised profits or losses arising from the intra-group transactions amongst the Group and its investees are eliminated in proportion to the Group’s equity interest in the investees, and then based on which the investment gain or losses are recognised. For the loss on the intra-group transaction amongst the Group and its investees attributable to asset impairment, and the related unrealised loss is not eliminated.

 

298


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (11)

Long-term equity investments (continued)

 

  (c)

Definition of control, joint control or significant influence over the investees

Control refers to the power to govern the financial and operating policies of an investee, so as to obtain benefits from their operating activities. In determining whether the Company is able to exercise control over the investee, the effect of potential voting rights of the investee shall be considered, such as convertible debts and warrants currently exercisable.

Joint control is the contractually agreed sharing of control over an economic activity, and exists only when the strategic financial and operating decisions relating to the activity require the unanimous consent of the parties sharing control.

Significant influence refers to the power to participate in making decisions on the financial and operating policies of an enterprise, but not the power to control, or jointly control, the formulation of such policies with other parties.

 

  (d)

Impairment of Long-term equity investments

The carrying amount of long-term equity investments in subsidiaries, joint ventures and associates shall be reduced to the recoverable amount if the recoverable amount is below the carrying amount (Note 2(18)).

 

299


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (12)

Investment properties

Investment properties, including land use rights that have already been leased out, buildings that are held for the purpose of leasing and buildings that is being constructed or developed for future use for leasing, are measured initially at cost. Subsequent expenditures incurred in relation to an investment property are included in the cost of the investment property when it is probable that the associated economic benefits will flow to the Group and their costs can be reliably measured; otherwise, the expenditures are recognised in profit or loss in the period in which they are incurred.

The Group adopts the cost model for subsequent measurement of investment properties. Buildings and land use rights are depreciated or amortised to their estimated net residual values over their estimated useful lives. The estimated useful lives, the estimated net residual values that are expressed as a percentage of cost and the annual depreciation rates of investment properties are as follows:

 

     Estimated useful lives      Estimated net
residual values
    Annual depreciation
rates
 

Buildings

    
30-40
years
 
 
     3     2.43%-3.23%  

When an investment property is transferred to owner-occupied properties, it is reclassified as fixed asset or intangible asset at the date of the transfer. When an owner-occupied property is transferred out for earning rentals or for capital appreciation, the fixed asset or intangible asset is reclassified as investment properties at its carrying amount at the date of the transfer.

The investment property’s estimated useful life, net residual value and depreciation (amortisation) method applied are reviewed and adjusted as appropriate at each year-end.

An investment property is derecognised on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal. The net amount of proceeds from sale, transfer, retirement or damage of an investment property after its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.

When the recoverable amount of investment properties is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount (Note 2(18)).

 

300


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (13)

Property, plant and equipment

 

  (a)

Recognition and initial measurement of fixed assets

Property, plant and equipment comprise buildings, plant and machinery, vehicles, other equipment, etc.

Property, plant and equipment is recognized when it is probable that the associated economic benefits will flow to the Group and the related cost can be reliably measured. Fixed assets purchased or constructed by the Group are initially measured at cost at the time of acquisition. The fixed assets injected by the state-owned shareholder during the restructuring were initially recorded at the valuated amount approved by the relevant authorities managing state-owned assets.

Subsequent expenditures incurred for a property, plant and equipment are included in the cost of the fixed asset when it is probable that the associated economic benefits will flow to the Group and the related cost can be reliably measured. The carrying amount of the replaced part is derecognised. All the other subsequent expenditures are recognised in profit or loss in the period in which they are incurred.

 

  (b)

Depreciation of fixed assets

Property, plant and equipment are depreciated using the straight-line method to allocate the cost of the assets to their estimated residual values over their estimated useful lives. For the fixed assets that have been provided for impairment loss, the related depreciation charge is prospectively determined based upon the adjusted carrying amounts over their remaining useful lives.

The estimated useful lives, the estimated residual values expressed as a percentage of cost and the annual depreciation rates of fixed assets are as follows:

 

     Estimated
useful lives
     Estimated
residual values
   Annual
depreciation rates

Buildings

    
12-40
years
 
 
   0%
to
5%
   2.4%
to
8.3%

Plant and machinery

    
12-20
years
 
 
   0%
to
5%
   4.8%
to
8.3%

Vehicles and other equipment

    
4-20
years
 
 
   0%
to
5%
   4.8%
to
25.0%

The estimated useful life, the estimated net residual value of a fixed asset and the depreciation method applied to the asset are reviewed, and adjusted as appropriate at each year-end.

 

301


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (13)

Property, plant and equipment (continued)

 

  (c)

When the recoverable amount of fixed assets is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount (Note 2(18)).

 

  (d)

Disposal of fixed assets

A fixed asset is derecognised on disposal or when no future economic benefits are expected from its use or disposal. The amount of proceeds from disposals on sale, transfer, retirement or damage of a fixed asset net of its carrying amount and related taxes and expenses is recognised in profit or loss for the current period.

 

  (14)

Construction in progress

Construction in progress is measured at actual cost. Actual cost comprises construction costs, installation costs, borrowing costs that are eligible for capitalisation and other costs necessary to bring the fixed assets ready for their intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. When the recoverable amount of construction in progress is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount (Note 2(18)).

 

302


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (15)

Borrowing costs

The borrowing costs that are directly attributable to the acquisition and construction of a fixed asset that needs a substantially long period of time for its intended use commence to be capitalised and recorded as part of the cost of the asset when expenditures for the asset and borrowing costs have been incurred, and the activities relating to the acquisition and construction that are necessary to prepare the asset for its intended use have commenced. The capitalisation of borrowing costs ceases when the asset under acquisition or construction becomes ready for its intended use and the borrowing costs incurred thereafter are recognised in profit or loss for the current period. Capitalisation of borrowing costs is suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally and the interruption lasts for more than 3 months, until the acquisition or construction is resumed.

For the specific borrowings obtained for the acquisition or construction of a qualifying fixed asset, the amount of borrowing costs eligible for capitalisation is determined by deducting any interest earned from depositing the unused specific borrowings in the banks or any investment income arising on the temporary investment of those borrowing during the capitalisation period.

For the general borrowings obtained for the acquisition or construction of a qualifying fixed asset, the amount of borrowing costs eligible for capitalisation is determined by applying the weighted average effective interest rate of general borrowings used, to the weighted average of the excess amount of cumulative expenditures on the asset over the amount of specific borrowings. The effective interest rate is the rate at which estimated future cash flows during the period of expected duration or shorter period applied discounted to the initial amount of the borrowings.

 

  (16)

Intangible assets

Intangible assets include land use rights and patents, and are measured at cost. The intangible assets injected by the state-owned shareholder during the restructuring were initially recorded at the valuated amount approved by the relevant authorities managing state-owned assets.

 

  (a)

Land use rights

Land use rights are amortised on the straight-line basis over their approved use period of 30-50 years. If the acquisition costs of the land use rights and the buildings located thereon cannot be reasonably allocated between the land use rights and the buildings, all of the acquisition costs are recognised as fixed assets.

 

  (b)

Patents

Patents are amortised on a straight-line basis over the patent protection of 28 years as stipulated by the laws.

 

303


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (16)

Intangible assets (continued)

 

  (c)

Periodical review of useful life and amortisation method

For an intangible asset with a finite useful life, review of its useful life and amortisation method is performed at each year-end, with adjustment made as appropriate.

 

  (d)

Research and development

The expenditure on an internal research and development project is classified into expenditure on the research phase and expenditure on the development phase based on its nature and whether there is material uncertainty that the research and development activities can form an intangible asset at end of the project.

Expenditure on the research phase is recognised in profit or loss in the period in which it is incurred. Expenditure on the development phase is capitalised only if all of the following conditions are satisfied:

 

   

it is technically feasible to complete the research and development project so that it will be available for use or sale;

 

   

management intends to complete the research and development project, and use or sell it;

 

   

it can be demonstrated how the research and development project will generate economic benefits;

 

   

there are adequate technical, financial and other resources to complete the development and the ability to use or sell the research and development project; and

 

   

the expenditure attributable to the research and development project during its development phase can be reliably measured.

Other development expenditures that do not meet the conditions above are recognised in profit or loss in the period in which they are incurred. Development costs previously recognised as expenses are not recognised as an asset in a subsequent period. Capitalised expenditure on the development phase is presented as development costs in the balance sheet and transferred to intangible assets at the date that the asset is ready for its intended use.

 

  (e)

Impairment of intangible assets

When the recoverable amount of an intangible asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount (Note 2 (18)).

 

304


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (17)

Long-term prepaid expenses

Long-term prepaid expenses mainly include the catalyst expenditures, leasehold improvements and other expenditures that have been incurred but should be recognised as expenses over more than one year in the current and subsequent periods. Long-term prepaid expenses with the book value net of estimated residual value are amortised on the straight-line basis over the expected beneficial periods and are presented at actual expenditure net of accumulated amortisation.

Catalyst expenditures are amortized on a straight-line method within 2 to 5 years.

The leasehold improvement of the rented fixed assets through commercial lease is amortized according to the average duration of 5 years

 

  (18)

Impairment of long-term assets

Fixed assets, construction in progress, intangible assets with finite useful lives, long-term prepaid expenses, investment properties measured using the cost model and long-term equity investments in subsidiaries, joint ventures and associates are tested for impairment if there is any indication that the assets may be impaired at the balance sheet date. If the result of the impairment test indicates that the recoverable amount of an asset is less than its carrying amount, a provision for impairment and an impairment loss are recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset. Provision for asset impairment is determined and recognised on the individual asset basis. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of a group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash inflows.

Once the above asset impairment loss is recognised, it will not be reversed for the value recovered in the subsequent periods.

 

  (19)

Safety production costs

According to the decision of the State Council on Further Strengthening the work of production safety (Guofa No.2 2004), Shanghai Municipal Government to implement the State Council on Further Strengthening corporate safety work notice (Hufufa No.35 2010) and Safe production costs extraction and use of management practices (Caiqi No.16 2012) issued by the Ministry of Finance and the national production safety supervision administration on 2 February 2012, The Group extracted safety production costs in a certain percentage of sales revenue from the dangerous goods in previous year, which is used for safety costs.

The safety production costs, accrued in accordance with the above regulations, shall be charged in relevant costs or profit and loss, and in the specific reserve. Safety production costs, which belong to expenses, directly offset the special reserves. If the costs formed into fixed assets, the special reserves shall be offset according to the cost forming into fixed assets, and recognize the same amount of accumulated depreciation. This fixed asset shall no longer accrue depreciation in the following period.

 

305


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (20)

Employee benefits

Employee benefits include short-term employee benefits, post-employment benefit and termination benefits provided in various forms of consideration in exchange for service rendered by employees or compensations for the termination of employment relationship.

 

  (a)

Short-term employee benefits

Short-term employee benefits include employee wages or salaries, bonus, allowances and subsidies, staff welfare, premiums or contributions on medical insurance, work injury insurance and maternity insurance, housing funds, union running costs and employee education costs, short-term paid absences. The employee benefit liabilities are recognised in the accounting period in which the service is rendered by the employees, with a corresponding charge to the profit or loss for the current period or the cost of relevant assets. Employee benefits which are non-monetary benefits are measured at fair value.

 

  (b)

Post-employment benefits

The Group classifies post-employment benefit plans as either defined contribution plans or defined benefit plans. Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into a separate fund and will have no obligation to pay further contributions; and Defined benefit plans are post-employment benefit plans other than defined contribution plans. During the reporting period, the Group’s post-employment benefits mainly include basic pensions, unemployment insurance and supplemental basic pensions, all of which belong to the defined contribution plans.

Basic pensions

The Group’s employees participate in the basic pension plan set up and administered by local authorities of Ministry of Human Resource and Social Security. Monthly payments of premiums on the basic pensions are calculated according to prescribed bases and percentage by the relevant local authorities. When employees retire, the relevant local authorities are obliged to pay the basic pensions to them. The amounts based on the above calculations are recognised as liabilities in the accounting period in which the service has been rendered by the employees, with a corresponding charge to the profit or loss for the current period or the cost of relevant assets.

 

306


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (20)

Employee benefits (continued)

 

  (c)

Termination benefits

The Group provides compensation for terminating the employment relationship with employees before the end of the employment contracts or as an offer to encourage employees to accept voluntary redundancy before the end of the employment contracts. The Group recognises a liability arising from compensation for termination of the employment relationship with employees, with a corresponding charge to profit or loss for the current period at the earlier of the following dates: 1) when the Group cannot unilaterally withdraw an employment termination plan or a curtailment proposal; 2) when the Group recognises costs or expenses for a restructuring that involves the payment of termination benefits.

Termination benefits expected to be paid in one year are listed as current liabilities.

 

  (21)

Profit distribution

Proposed profit distribution is recognised as a liability in the period in which it is approved by the Shareholders’ meeting.

 

  (22)

Share-based payments

 

  (a)

Types of Share-based payment

The term “share-based payment” refers to a transaction in which an enterprise grants equity instruments or undertakes equity-instrument-based liabilities in return for services from employee or other parties. Equity instruments include equity instruments of the Company itself or its subsidiaries.

Equity-settled share-based payment transactions

The Group’s stock option incentive plans are equity-settled share-based payments and are measured at fair value of equity instruments granted to employees on the date of the grant. If the right cannot be exercised until the vesting period comes to an end and until the prescribed performance conditions are met, then within the vesting period, the services obtained in the current period shall, based on the best estimate of the number of vested equity instruments, be included in the relevant costs or expenses and the capital reserves shall be increased accordingly at the fair value of the equity instruments on the date of the grant. If the subsequent information indicates that the number of vested equity instruments is different from the previous estimate, an adjustment shall be made and on the vesting date, and the estimate shall be adjusted to equal the number of the actually vested equity instruments. On the vesting date, an enterprise shall, based on the number of the equity instruments of which the right is actually exercised, confirm share capital and share premium, and carry forward the capital surplus recognised within the vesting period.

 

307


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (22)

Share-based payments (continued)

 

  (b)

Method for determining the fair value of share options

The Group uses Black-Scholes valuation model to determine the fair value of the share options.

 

  (c)

Estimate basis of the the number of options

At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-marketing performance and service conditions. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. As at the vesting date, the estimates of the number of options should be same with the actual exercised number.

 

  (d)

Accounting treatment for share-based payments exercise

When the options are exercised at the vesting date, the Company issues new shares. At the same time, carry forward the capital reserve confirmed in the waiting period.

 

  (23)

Provisions

Provisions for contingent liabilities etc. are recognised when the Group has a present obligation, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be measured reliably.

A provision is initially measured at the best estimate of the expenditure required to settle the related present obligation. Factors surrounding a contingency, such as the risks, uncertainties and the time value of money, are taken into account as a whole in reaching the best estimate of a provision. Where the effect of the time value of money is material, the best estimate is determined by discounting the related future cash outflows. The increase in the discounted amount of the provision arising from passage of time is recognised as interest expense.

The carrying amount of provisions is reviewed at each balance sheet date and adjusted to reflect the current best estimate.

Provisions expected to be paid in one year are listed as other current liabilities.

 

308


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (24)

Revenue recognition

The group shall recognize revenue when control of the products or service has transferred. Revenue is recognized based on the expected consideration to be obtained.

 

  (a)

Sale of goods

Sales are recognized when control of the products has transferred, being when the products are delivered to and accepted by the customer. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Revenue excludes value added tax and is after deduction of any estimated trade discounts.

The Group provides discounts based on the sales amount, and recognizes revenue based on the contract value exclude expected discounts.

 

  (b)

Overseas shipping services

The Group arranges overseas shipping services for the customer and revenue is recognized over time and based on the actual shipping service provided to the end of the reporting period as a proportion of the total services to be provided, because the customer receives and uses the benefits simultaneously. This is determined based on the actual passages of time (days) relative to the total expected shipping days.

 

309


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (25)

Government grants

Government grants are transfers of monetary assets or non-monetary assets from the government to the Group at no consideration, including tax refund, financial subsidies etc.

A government grant is recognised when there is reasonable assurance that the grant will be received and that the Group will comply with the conditions attaching to the grant. If a government grant is in the form of a transfer of a monetary asset, it is measured at the amount that is received or receivable. If a government grant is in the form of a transfer of a non-monetary asset, it is measured at its fair value, or nominal amount when fair value not reliably measured.

A government grant related to an asset means grant that used for acquisition, construction or otherwise to form long- term assets. A government grant related to income is grant in addition to government grant related to an asset.

Government subsidies related to assets, write-off the book value of related assets, or recognized as deferred income and amortized into profit and loss within the service life of related assets in a reasonable and systematic way;

And benefits related to government subsidies for compensating the related expenses or losses during the later, recognized as deferred income, cost and upon confirmation of the related expenses or losses, recorded into the profits and losses of the current or write-downs related cost, used for compensating the related expenses or losses incurred, directly recorded into the profits and losses of the current or write-downs related cost.

The Group uses the same reporting method for similar government subsidies.

Government subsidies related to daily activities are included in operating profit, while government subsidies unrelated to daily activities are included in non-operating income and expenditure.

 

310


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (26)

Deferred tax assets and deferred tax liabilities

Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences arising between the tax bases of assets and liabilities and their carrying amounts (temporary differences). Deferred tax asset is recognised for the deductible losses that can be carried forward to subsequent years for deduction of the taxable profit in accordance with the tax laws. No deferred tax liability is recognised for a temporary difference arising from the initial recognition of goodwill. No deferred tax asset or deferred tax liability is recognised for the temporary differences resulting from the initial recognition of assets or liabilities due to a transaction other than a business combination, which affects neither accounting profit nor taxable profit (or deductible loss). At the balance sheet date, deferred tax assets and deferred tax liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled.

Deferred tax assets are only recognised for deductible temporary differences, deductible losses and tax credits to the extent that it is probable that taxable profit will be available in the future against which the deductible temporary differences, deductible losses and tax credits can be utilised.

Deferred tax liabilities are recognised for temporary differences arising from investments in subsidiaries, associates and joint ventures, except where the Group is able to control the timing of reversal of the temporary difference, and it is probable that the temporary difference will not reverse in the foreseeable future. When it is probable that the temporary differences arising from investments in subsidiaries, associates and joint ventures will be reversed in the foreseeable future and that the taxable profit will be available in the future against which the temporary differences can be utilised, the corresponding deferred tax assets are recognised.

Deferred tax assets and liabilities are offset when:

 

   

the deferred taxes are related to the same tax payer within the Group and the same taxation authority; and

 

   

that tax payer within the Group has a legally enforceable right to offset current tax assets against current tax liabilities.

 

311


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (27)

Leases

Lease is a kind of contract whereby, within a certain period of time, the lessor transfers the right of use of assets to lessee in order to obtain benefits.

The Group as the lessee

The Group recognized the right of use assets at the beginning of the lease period and the lease liabilities at the present value of the outstanding lease payments. Lease payments include fixed payments and payments to be made if it is reasonably determined that the option to buy or to terminate the lease option will be exercised. The variable rent, which is determined by a certain percentage of sales, is not included in the lease payment and is recorded into the current profit and loss when it actually occurs. The Group will be paid from the balance sheet date within one year (including one year) of the lease liabilities, as a non-current liabilities due within one year.

The right of use assets of the Group include leased houses and buildings, plant and machinery equipment, means of transport and others. The right of use assets are initially measured at cost, which includes the initial measurement of the lease liability, the lease payment paid on or before the lease period, the initial direct expenses, etc., and deducts the lease incentive received. Where the Group is able to reasonably determine the ownership of the leased assets upon the expiration of the lease term, depreciation of the leased assets shall be calculated and withdrawn within the remaining service life of the leased assets; If it is not reasonable to determine whether the ownership of the leased asset can be acquired at the end of the lease term, the depreciation shall be calculated within the shorter period between the lease term and the remaining useful life of the leased asset. When the recoverable amount is lower than the book value of the asset, the Group writes down the book value to the recoverable amount.

For short-term leases with a lease term of no more than 12 months, the Group chooses not to recognize the right of use assets and lease liabilities, and records the relevant rental expenses into the current profits and losses or related asset costs according to the straight-line method during each period of the lease term.

The Group as the lessor

Essentially, a lease that transfers almost all the risks and rewards associated with the ownership of the leased asset is a financial lease. Other leases are operating leases.

When the Group operates leased premises and buildings, the rental income from operating leases shall be recognized in accordance with the straight-line method during the lease term.

 

312


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (28)

Hold for sale and terminate operations

Non-current assets or disposal groups that meet the following conditions are classified as held for sale: (i) according to usual practice in similar sales transactions, the assets can be sold immediately under current circumstances, (ii) the Group has entered into a legally binding sale agreement with other parties and has obtained the relevant approval. And it is expected that the sale will be completed within one year.

Conform to the conditions of sale of non-current assets (not including financial assets, to the fair value of an investment real estate and deferred income tax assets), with the book value and the fair value minus the net amount after sale cost and what is low measurement, the fair value minus the net amount after sale cost is lower than the amount of the original book value, shall be recognized as asset impairment losses.

The assets and liabilities in the non-current assets and disposal group held for sale are classified as current assets and current liabilities and are separately listed in the balance sheet.

 

  (29)

Related parties

If a party has the power to control, jointly control or exercise significant influence over another party, or vice versa, or where two or more parties are subject to common control or joint control from another party, they are considered to be related parties. Related parties may be individuals or enterprises. Enterprises with which the Company is under common control only from the State and that have no other related party relationships are not regarded as related parties of the Group. Related parties of the Group and the Company include, but are not limited to:

 

  (a)

the Company’s parent;

 

  (b)

the Company’s subsidiaries;

 

  (c)

enterprises that are controlled by the Company’s parent;

 

  (d)

investors that have joint control or exercise significant influence over the Group;

 

  (e)

enterprises or individuals if a party has control or joint control over both the enterprises or individuals and the Group;

 

  (f)

joint ventures of the Group, including subsidiaries of joint ventures;

 

  (g)

associates of the Group, including subsidiaries of associates;

 

  (h)

principal individual investors of the Group and close family members of such individuals;

 

313


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (29)

Related parties (continued)

 

  (i)

key management personnel of the Group and close family members of such individuals;

 

  (j)

key management personnel of the Company’s parent company;

 

  (k)

close family members of key management personnel of the Company’s parents; and

 

  (l)

other enterprises that are controlled or jointly controlled by principal individual investors, key management personnel of the Group, or close family members of such individuals.

In addition to the related parties stated above determined in accordance with the requirements of CAS, the following enterprises and individuals (but not limited to) are considered as related parties based on the disclosure requirements of Administrative Procedures on the Information Disclosures of Listed Companies issued by the CSRC:

 

  (m)

enterprises or individuals that act a concert, that hold 5% or more of the Company’s shares;

 

  (n)

individuals who directly or indirectly hold more than 5% of the Company’s shares and their close family members, supervisors of the listed companies and their close family members;

 

  (o)

enterprises that satisfied any of the aforesaid conditions in (a), (c) or (m) during the past 12 months or will satisfy them within the next 12 months pursuant to a relevant agreement;

 

  (p)

individuals who satisfied any of the aforesaid conditions in (i), (j) or (n) during the past 12 months or will satisfy them within the next 12 months pursuant to a relevant agreement; and

 

  (q)

enterprises, other than the Company and the subsidiaries controlled by the Company, which are controlled directly or indirectly by an individual defined in (i), (j), (n) or (p), or in which such an individual assumes the position of a director or senior executive.

 

314


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (30)

Segment information

The Group identifies operating segments based on the internal organisation structure, management requirements and internal reporting system, and discloses segment information of reportable segments which is determined on the basis of operating segments.

An operating segment is a component of the Group that satisfies all of the following conditions: (1) the component is able to earn revenues and incur expenses from its ordinary activities; (2) whose operating results are regularly reviewed by the Group’s management to make decisions about resources to be allocated to the segment and to assess its performance, and (3) for which the information on financial position, operating results and cash flows is available to the Group. If two or more operating segments have similar economic characteristics and satisfy certain conditions, they are aggregated into one single operating segment.

 

  (31)

Significant accounting policies and accounting estimates

The Group continuously evaluates important accounting estimates and key judgments based on historical experience and other factors, including reasonable expectations of future events.

 

  (a)

Important accounting estimates and their key assumptions

The following important accounting estimates and key assumptions have important risks that will lead to significant adjustments in the book value of assets and liabilities in the next accounting year:

 

  (i)

Inventory provision

Any excess of the cost over the net realisable value of each item of inventories is recognised as a provision for diminution in the value of inventories. Net realisable value represents the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Management bases the estimates on all available information, including the current market prices of the finished goods and raw materials, and historical cost of sales. If the actual selling prices were to be lower or the costs of completion were to be higher than estimated, the actual allowance for diminution in value of inventories could be higher than estimated.

 

315


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (31)

Significant accounting policies and accounting estimates (continued)

 

  (a)

Important accounting estimates and their key assumptions (continued)

 

  (ii)

Impairment of long-term assets

Long-term assets are reviewed for impairment at each balance sheet date when events or changes in circumstance have indicated that their carrying amounts may not be recoverable. If any such evidence indicated that their carrying amounts may not be recoverable, the carrying amounts exceed the recoverable amounts would be recognized as impairment loss and accounted in current profit or loss.

The recoverable amount of an asset (or an asset group) is the greater of its net selling price and its present value of expected future cash flows. In assessing value in use, significant judgements are exercised over the assets’ (or the asset group’s) production and sales, selling prices, related operating expenses and discount rate to calculate the present value. All relevant materials which can be obtained are used for estimation of the recoverable amount, including the estimation of the production, selling prices and related operating expenses based on reasonable and supportable assumptions.

 

  (iii)

Estimated useful life and residual value of fixed assets

The Group assessed the reasonableness of estimated useful life of fixed assets in line with the historical experience on the basis of similar function or characteristic for the assets. If there are significant changes in estimated useful lives and residual value from previous years, the depreciation expenses for future periods are adjusted.

The Group reviews and adjusts the useful lives and estimated residual value of the assets regularly at the end of each year end.

 

316


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (31)

Significant accounting policies and accounting estimates (continued)

 

  (b)

The adoption of critical judgments in accounting policy

 

  (i)

Classification of financial assets

The Group in determining the classification of financial assets involved in the major judgments including business model and contract cash flow characteristics of the analysis.

The Group determines the business model of managing financial assets at the level of financial asset portfolio, taking into account such factors as the way of evaluating and reporting the performance of financial assets to key managers, the risk and management methods that affect the performance of financial assets, and the ways in which relevant business managers are paid, etc..

When the Group evaluates whether the contract cash flow of financial assets is consistent with the basic loan arrangement, there are the following main judgments: whether the time distribution or amount of principal may change within the duration due to prepayment or other reasons; Does interest include only the time value of money, credit risk, other basic lending risks, and consideration of costs and profits? For example, does the prepayment amount reflect only the principal outstanding and the interest based on the principal outstanding, as well as the reasonable compensation paid for the early termination of the contract?

 

  (ii)

Judgment of significant increase in credit risk

The main criteria for the Group to judge the significant increase in credit risk are the number of overdue days over 30, or the significant change in one or more of the following indicators: the operating environment of the debtor, internal and external credit rating, significant change in actual or expected operating results, the value of the collateral or the significant decline in the credit rating of the guarantor, etc.

 

317


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (32)

Significant accounting policies change

In 2018, the Ministry of Finance issued the revised CAS 21 leasing (“the new CAS 21”) and in 2019 issued the “Circular on the Amendment to the Formats of Corporate Financial Statements for the Year of 2019” (Cai Kuai [2019] 06), the revised CAS 7 Exchange of Non-Monetary Assets (“the revised CAS 7”) and the revised CAS 12 Debt Restructuring (“the revised CAS 12”). The financial statements are prepared in accordance with the above circular and standards. The revised CAS 7 and the revised CAS 12 have no significant impact on the Group and the Company. The impact of other amendments on the statements of the Group and the Company is listed as follow:

 

  (a)

General enterprise report format modification

 

  (i)

The impact on the consolidated balance sheet is shown as follow:

 

          Influenced amount Increase/(Decrease)  

The content and reason of accounting policy
change

  

Influenced accounts

   31 December 2018      1 January 2018  

The Group divides the notes and accounts receivable into accounts receivable and notes receivable

   Accounts receivable      3,181,142        2,275,386  
   Notes receivable      789,103        1,151,053  
   Notes and accounts receivable      (3,970,245      (3,426,439

The Group divides the notes and accounts payable into accounts payable and notes payable

  

Accounts payable

Notes payable

Notes and accounts payable

    

7,394,383
–  
(7,394,383
 
 
    

5,573,281
–  
(5,573,281
 
 

The Group reclassifies the notes receivable and accounts receivable, which are measured at fair value and changes in other comprehensive income, into financial assets at fair value through other comprehensive income

  

Financial assets at fair value through other comprehensive income(“FVOCI”)

Notes receivable Accounts receivable

    

1,672,431

(789,103

(883,328

 

    

1,460,571

(1,151,053

(309,518

 

 

318


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (32)

Significant accounting policies change (continued)

 

  (a)

General enterprise report format modification (continued)

 

  (ii)

The impact on the Company balance sheet is shown as follow:

 

          Influenced amount Increase/
(Decrease)
 

The content and reason of accounting policy
change

  

Influenced accounts

   31 December 2018      1 January 2018  

The Company divides the notes and accounts receivable into accounts receivable and notes receivable

   Accounts receivable      2,053,409        1,757,945  
   Notes receivable      714,599        815,227  
   Notes and accounts receivable      (2,768,008      (2,573,172

The Company divides the notes and accounts payable into accounts payable and notes payable

   Accounts payable      5,535,625        4,129,720  
   Notes payable      –          –    
   Notes and accounts payable      (5,535,625      (4,129,720

The Company reclassifies the notes receivable and accounts receivable, which are measured at fair value and changes in other comprehensive income, into financial assets at fair value through other comprehensive income

   FVOCI      714,599        815,227  
   Notes receivable      (714,599      (815,227

 

  (b)

Leasing

The Group and the Company adopted the new lease criteria retrospectively from 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognized in the opening balance sheet on 1 January 2019.

 

319


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (32)

Significant accounting policies change (continued)

 

  (b)

Leasing (continued)

 

(i)

 

          Influenced amount Increase/(Decrease)  

The content and reason of accounting policy change

  

Influenced

accounts

   1 January 2019  
   The
Group
     The
Company
 

For the existing operating lease contracts before the first implementation of the new lease criteria, the Group and the Company have different linkage methods according to the remaining lease period:

   Right-of-use assets      76,852        74,112  
   Prepayments      (121      (109
   Lease liabilities      2,638        136  
   Non-current liabilities mature within one year      74,093        73,867  

For the remaining lease term is more than 12 months, the Group and the Company shall recognize the lease liability based on the remaining lease payment and incremental borrowing rate on 1 January, 2019, and assume that the new lease criteria shall be adopted on the beginning date of the lease term, and the book value of the right-of-use assets shall be determined based on the incremental borrowing rate on 1 January, 2019.

        

For the remaining lease period does not exceed 12 months, the Group and the Company adopt the simplified method and do not confirm the right-of-use the assets and lease liabilities, which has no significant impact on the financial statements.

        

As at 1 January 2019, the Group and the Company adopted the same discount rate for leasing contracts with similar characteristics to measure lease liabilities. The weighted average of the incremental borrowing interest rate adopted is 4.39%.

 

320


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Summary of significant accounting policies and accounting estimates (continued)

 

  (32)

Significant accounting policies change (continued)

 

  (b)

Leasing (continued)

 

  (ii)

As at 1 January 2019, the Group and the Company adjusted the unpaid minimum operating lease payments disclosed under the original lease criteria to the adjustment table of lease liabilities recognized under the new lease criteria as follows:

 

     The
Group
     The
Company
 

As at 31 December 2018 the minimum future operating lease payments

     84,746        81,073  

The present value of the above minimum operating lease payments discounted at the incremental borrowing rate

     77,046        74,108  

Less: the present value of payments under lease contracts within 12 months

     (315      (105
  

 

 

    

 

 

 

As at 1 January 2019, lease liabilities including non-current liabilities mature within one year (Note 2 (32)(b)(i))

     76,731        74,003  
  

 

 

    

 

 

 

 

321


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

3

Taxation

The main categories and rates of taxes applicable to the Group are set out below:

 

Category

  

Tax base

   Tax rate  

Enterprise income tax (a)

   Taxable income      25

Value added tax (“VAT”) (b)

   Taxable value added amount (Tax payable is calculated using the taxable sales amount multiplied by the applicable tax rate less deductible VAT input of current year)     
5%, 6%, 9%,10%,
11%, 13% and 16%
 
 

Consumption tax

   Taxable sales amount     

Gasoline: RMB2,110 per
ton; Diesel oil: RMB1,411
per ton
 
 
 

City maintenance and construction tax

   Consumption tax payable, business tax payable and VAT payable      1% and 7%  

 

  (a)

Pursuant to the ‘Circular on Enterprise Income Tax Policy concerning Deductions for Equipment and Appliances’ (Cai Shui [2018] 54) issued by the State Administration of Taxation, during the period from 1 January 2018 to 31 December 2020, the cost of newly purchased equipment with the original cost less than RMB5 million can be fully deducted against taxable profit in the next month after the asset is put into use, instead of being depreciated annually for tax filing.

 

  (b)

Pursuant to the ‘Announcement of Deepening the Value Added Tax Reform Policy’ (Cai Shui [2019] 39) jointly issued by the Ministry of Finance and the State Administration of Taxation and General Administration of Customs, the applicable VAT rate of taxable sales behaviour, importing of goods and tangible movable property leasing is 13% and 9% respectively from 1 April 2019, while it was 16% and 10% before then.

 

322


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

  4

Notes to the consolidated financial statements

 

  (1)

Cash at bank and on hand

 

     31 December 2019      31 December 2018  

Cash on hand

     –          7  

Cash at bank

     7,449,699        8,741,883  

Other cash balances

     1,508,839        1,500,003  
  

 

 

    

 

 

 
     8,958,538        10,241,893  
  

 

 

    

 

 

 

As at 31 December 2019, other cash balances of RMB1,500,000 thousand is six-month deposits (31 December 2018: RMB1,500,000 thousand). The interest rates from 3.95% to 4.10% per annum (31 December 2018: 4.5%).

(2) Derivative financial assets and derivative financial liabilities

 

     31 December 2019      31 December 2018  

Derivative financial assets

     

Foreign exchange option contract

     263        7,468  
  

 

 

    

 

 

 

Derivative financial Liability

     

Foreign exchange option contract

     (799      (11,005
  

 

 

    

 

 

 

As at December 31 2019, the derivative financial assets and derivative financial liabilities are mainly foreign exchange option contracts, with the total nominal amount of equivalent RMB40,754 thousand (As at 31 December 2018: RMB571,476 thousand).

 

323


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (3)

Financial assets at fair value through profit or loss

 

     31 December 2019      31 December 2018  

Structured deposit

     3,318,407        2,719,811  

As at 31 December 2019 and 2018, financial assets at fair value through profit or loss are structured deposits deposited by the Group with the bank for a period of up to six months.The contract guarantees the principal, and the yield is linked to the performance of the dollar-yen exchange rate, the euro-dollar exchange rate and the three-month dollar libor in the international market.

 

  (4)

Accounts receivable

 

     31 December 2019      31 December 2018  

Amounts due from related parties (Note 7(6))

     1,519,177        2,215,824  

Amounts due from third parties

     120,739        82,044  
  

 

 

    

 

 

 
     1,639,916        2,297,868  

Less: provision for bad debts

     –          (54
  

 

 

    

 

 

 
     1,639,916        2,297,814  
  

 

 

    

 

 

 

 

  (a)

The ageing of accounts receivable is analysed as follows:

 

     31 December 2019      31 December 2018  

Within one year

     1,639,916        2,297,774  

Over one year but within two years

     –          42  

Over two years but within three years

     –          27  

Over three years

     –          25  
  

 

 

    

 

 

 
     1,639,916        2,297,868  
  

 

 

    

 

 

 

 

324


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (4)

Accounts receivable (continued)

 

  (b)

As at 31 December 2019, the top five receivables collected by the arrears are summarized and analyzed as follows:

 

     Amount      Provision      Percent
of total
amount
 

The total amount of accounts receivable in the top five accounts

     1,508,265        –          92

(c) Provision

 

     31
December 2019
     31 December 2018  

Provision of Accounts receivable

     –          54  

For notes receivable and accounts receivable, whether or not there is significant financing component, the Group shall measure the loss reserve according to the expected credit loss of the whole duration.

 

  (i)

As at 31 December 2019, the Group has no notes receivable and accounts receivable of single provision for bad debts.

 

  (ii)

As at 31 December 2019, the Group has no pledged accounts receivable (As at 31 December 2018: Nil)).

 

  (iii)

In the year of 2019, the Group does not have a large proportion of bad debt provision that has been fully withdrawn or withdrawn in previous years, but the accounts receivable that have been fully recovered or transferred in this year, or a large proportion of accounts receivable that have been recovered or transferred in this year (2018: Nil).

 

  (d)

Significant unwritten accounts receivable of the Group for the year 2019 (2018: Nil).

 

325


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (5)

Financial assets at fair value through other comprehensive income

 

     31 December 2019    31 December 2018  

Financial assets at fair value through other comprehensive income

   1,540,921      1,672,431  

 

  (a)

Due to the requirement of cash management, the Group discounted and endorsed part of the bank acceptance notes. The business model of bank acceptance notes management is for the purpose of collecting cash flow of contracts and sales. Therefore, as at 31 December 2018, the Group classified RMB804,739 thousand notes receivable to financial assets measured at fair value and whose changes are included in other comprehensive income and disclosed in notes receivable and accounts receivable (as at 31 December 2018, RMB789,103 thousand).

 

  (b)

The Group has no single provision for impairment of the bank acceptance notes, with all provision was accrued by their expected credit loss. As at 31 December 2019 and 2018, the Group considers that no bank acceptance notes has significant credit risk, and will not suffer significant loss due to the violation of banks.

 

  (c)

As at 31 December 2019, the Group had no pledged bank acceptance notes to issue letters of credit(31 December 2018:Nil).

 

  (d)

As at 31 December 2019, unmatured notes receivable that have been endorsed or discounted by the Group is as follows:

 

     Derecognized    Not derecognized  

Bank acceptance notes

   441,721      –    

 

  (e)

The Group’s subsidiaries Shanghai Jinshan Trading Corporation (“JMGJ”) derecognized part of the accounts receivable for the non-recourse forfaiting business based on the requirement of daily cash management. The business model of accounts receivable management is for the purpose of collecting cash flow of contracts and sales. l, including a sale contract as the goal. Therefore, as at 31 December 2019, the Group classified RMB736,182 thousand third party accounts receivable of subsidiaries to financial assets measured at fair value and whose changes are included in other comprehensive income and disclosed in notes receivable and accounts receivable (as at 31 December 2018, RMB883,328 thousand).

 

  (f)

The analysis of accounts receivable terminated due to the transfer of financial assets is as follows:

In the year of 2019, the Group’s subsidiaries China Jinshan Associated Trading Corporation (“Jinmao”) and JMGJ derecognized RMB3,095,035 thousand accounts receivable due to the non-recourse forfaiting (2018: RMB5,665,160 thousand), which including the financial expense of RMB11,137 thousand (2018: RMB25,391 thousand).

 

326


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (6)

Advances to suppliers

 

     31 December 2019      31 December 2018  

Amounts advance to related parties (Note 7(6))

     44,806        67,242  

Amounts advance to third parties

     11,796        5,726  
  

 

 

    

 

 

 
     56,602        72,968  
  

 

 

    

 

 

 

 

  (a)

The aging of advances to suppliers is analysed as follows:

 

     31 December 2019     31 December 2018  
     Amount      % of total balance     Amount      % of total balance  

Within one year

     56,602        100     72,968        100

 

  (b)

As at 31 December 2019, the total amount of the top five advances to suppliers are summarized as follows:

 

     Amount      Percentage of
total advances
to suppliers (%)
 

Total amount of the top five advances to suppliers

     46,468        82

 

327


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (7)

Other receivable

 

     31 December
2019
     31 December
2018
 

Amounts due from related parties (Note 7(6))

     2,010        3,183  

Amounts due from third parties

     26,240        105,947  
  

 

 

    

 

 

 
     28,250        109,130  

Less: provision for bad debts

     (139      (144
  

 

 

    

 

 

 
     28,111        108,986  
  

 

 

    

 

 

 

 

  (a)

The aging of other receivable is analysed as follows:

 

     31 December
2019
     31 December
2018
 

Within one year

     28,111        108,986  

Over one year but within three years

     –          –    

Over three years

     139        144  
  

 

 

    

 

 

 
     28,250        109,130  
  

 

 

    

 

 

 

 

  (b)

Provision movement

 

     First Stage      Third Stage        
     Expected credit loss in
the next 12 months
(Combined)
     Expected credit loss
in the next 12 months
(Single)
     Total      Expected credit loss over
the duration (credit
impairment has occurred)
    Total  
     Book value      Provision      Book value      Provision      Provision      Book value      Provision     Provision  

31 December 2018

     108,986        —          —          —          —          144        (144     (144

Add

     —          —          —          —          —          —          —         —    

Reverse

     —          —          —          —          —          —          5       5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

31 December 2019

     28,111        —          —          —          —          139        (139     (139
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

328


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (7)

Other receivable (continued)

 

 

  (c)

In 2019, the Group does not have a large or full proportion of bad debt provision in previous years, but have been fully recovered or transferred in this year, or a large proportion of other accounts receivable that have been recovered or transferred in this year (2018: Nil).

 

  (d)

In 2019, there is no balance of other receivables written off by the Group (2018: the balance of other receivables written off by the Group is RMB894 thousand, and the bad debt reserve is RMB894 thousand).

 

  (e)

As at 31 December 2019, the top five other receivables are as follows:

 

     Nature      Amount      Ageing      Percentage
of total other
receivables
    Provision for
bad debts
 

State Taxation Administration, Shanghai Jinshan Bureau

     Export tax rebates        8,957        Within one year        32     –    

Shanghai Bank Co., Ltd. Jinshan Branch

     Interest receivables        6,372        Within one year        23     –    

Shanghai Yufan Logistics Co., Ltd.

     Reimbursed expenses        3,988        Within one year        14     –    

China CITIC Bank Co., LTD. Shanghai Branch

     Interest receivables        3,255        Within one year        12     –    

BOC-SPC Gases Company Limited “BOC”

     Business transaction        1,830        Within one year        6     –    
     

 

 

       

 

 

   
        24,402           87     –    
     

 

 

       

 

 

   

 

329


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (8)

Inventories

 

  (a)

Inventories by categories are as follows:

 

     31 December 2019      31 December 2018  
     Book value      Provision for
declines in
the value of
inventories
     Carrying
amount
     Book value     

Provision for
declines in
the value of
inventories

   Carrying
amount
 

Raw materials

     4,567,648        —          4,567,648        5,529,241      —        5,529,241  

Work in progress

     1,072,040        (78,981      993,059        1,099,235      (55,098)      1,044,137  

Finished goods

     1,022,335        (33,763      988,572        1,440,721      (56,448)      1,384,273  

Spare parts and consumables

     247,873        (42,718      205,155        209,907      (46,683)      163,224  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

  

 

 

 
     6,909,896      (155,462)      6,754,434      8,279,104      (158,229)    8,120,875  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

  

 

 

 

 

  (b)

Provision for declines in the value of inventories is analysed as follows:

 

     31 December 2018      Increases      Decreases      31 December 2019  

Work in progress

     55,098        45,002        (21,119      78,981  

Finished goods

     56,448        25,176        (47,861      33,763  

Spare parts and consumables

     46,683        –          (3,965      42,718  
  

 

 

    

 

 

    

 

 

    

 

 

 
     158,229        70,178        (72,945      155,462  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

330


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (8)

Inventories (continued)

 

 

  (c)

Provision for declines in the value of inventories are analysed as follows:

 

    

Basis for determining net realisable value

  

Main reasons for reversal/write-off

Raw materials    The estimated selling price in the ordinary course of business, less the estimated costs to completion and estimated costs to make the sale and related taxes.    NA
Work in progress    Same as above    Sold in current year
Spare parts and consumables    The estimated selling price in the ordinary course of business, less the estimated costs to make the sale and related taxes.    Sold in current year
Finished goods    Same as above    Disposed

 

  (9)

Assets hold for sale

 

     31 December 2018  
     Book value before
divided to assets
hold for sale
     Provision      Book
value
 

Land use right

     24,331        –          24,331  

In the year of 2018, Jinyong, which was a subsidiary of the Group, signed an irrevocable assignment agreement with Municipal Land Reserve Center of Ningbo Zhenhai, to transfer the land use right and buildings above on with the price of 344,275 thousand. The Group recognized 197,138 thousand gains from disposal of non-current assets after finished the transfer formality of buildings in 2018. In the year of 2019, the Group recognized 126,817 thousand gains from disposal of non-current assets after finished all the transfer formality (Note 4(50)).

 

331


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

 

  (10)

Other current assets

 

     31 December 2019      31 December 2018  

VAT deductible

     11,971        32,299  

 

  (11)

Long-term equity investments

 

     31 December 2019      31 December 2018  

Joint ventures (a)

     235,294        229,868  

Associates (b)

     5,093,464        4,427,265  
  

 

 

    

 

 

 
     5,328,758        4,657,133  

Less: provision for impairment of long-term equity investment

     —          —    
  

 

 

    

 

 

 
     5,328,758        4,657,133  
  

 

 

    

 

 

 

 

  (a)

Joint Ventures

 

            Current year movement                
     31
December
2018
     Additional/
negative
investment
     Net profit
adjusted by
equity method
     Cash
dividends
declared in
current
year
    Impairment
provision
     31
December
2019
     Impairment
provision
 

Joint ventures of subsidiaries

                   

Inspection and testing company “JYJC”

     8,638        —          1,165        (453     —          9,350        —    

Shanghai Petrochemical Yangu Gas Development Company Limited “Yangu Gas”

     48,713        —          20        —         —          48,733        —    

BOC

     172,517        —          43,594        (38,900     —          177,211        —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     229,868        —          44,779        (39,353     —          235,294        —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Interests in joint ventures, refer to Note 5(2).

 

332


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (11)

Long-term equity investments (continued)

 

  (b)

Associates

 

            Current year movement               
     31
December
2018
     Additional/
negative
investment
     Net profit/
(loss)
adjusted by
equity
method
    Cash
dividends
declared
in current
year
    Impairment
provision
     Change in
other equity
     Others     31
December
2019
     Impairment
provision
 

Associates of the Company

                       

Shanghai Secco Petrochemical Company Limited “Shanghai Secco”

     2,555,044        —          676,716       (507,400     —          —          —         2,724,360        —    

Shanghai Chemical Industry Park Development Company Limited “Chemical Industry”

     1,716,776        —          223,210       (30,225     —          7,449        —         1,917,210        —    

Associates of subsidiaries

                       

Shanghai Jinsen Hydrocarbon Resins Company Limited “Jinsen”

     61,335        —          (6,798     —         —          —          —         54,537        —    

Shanghai Azbil Automation Company Limited “Azbil”

     49,598        —          15,379       (12,000     —          —          —         52,977        —    

Shanghai Shidian Energy Company Limited “Shidian Energy”

     —          320,000        2,907       —         —          —          (23,549     299,358        —    

Others

     44,512        —          6,400       (5,890     —          —          —         45,022        —    
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
     4,427,265        320,000        917,814       (555,515     —          7,449        (23,549     5,093,464        —    
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Interests in associates, refer to Note 5(2).

 

333


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (12)

Investment properties

 

     Buildings  

Cost

  

31 December 2018

     594,135  

Transfer from fixed assets (Note 4(13))

     19,071  

Transfer to fixed assets (Note 4(13))

     (10,547
  

 

 

 

31 December 2019

     602,659  
  

 

 

 

Accumulated depreciation

  

31 December 2018

     217,396  

Depreciation charged in current year

     14,694  

Transfer from fixed assets (Note 4(13))

     6,724  

Transfer to fixed assets (Note 4(13))

     (3,623
  

 

 

 

31 December 2019

     235,191  
  

 

 

 

Carrying amount

  

31 December 2019

     367,468  
  

 

 

 

31 December 2018

     376,739  
  

 

 

 

In 2019, the depreciation amount of investment real estate is RMB14,694 thousand (2018: RMB14,527 thousand) without provision for impairment (31 December, 2018: Nil).

 

334


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (13)

Property, plant and equipment

 

     Buildings      Plant and
machinery
     Vehicles and
other equipment
     Total  

Cost

           

31 December 2018

     3,338,284        41,679,350        1,802,997        46,820,631  

Reclassification in current year

     23,103        (96,394      73,291        —    

Increase in current period

           

Purchase

     —          99,041        15,578        114,619  

Transfer from CIP (Note 4(14))

     26,655        999,412        97,553        1,123,620  

Transfer from investment properties (Note 4(12))

     10,547        —          —          10,547  

Decrease in current period

           

Disposal

     (41,165      (815,858      (117,665      (974,688

Transfer to investment properties

           

(Note 4(12))

     (19,071      —          —          (19,071

31 December 2019

     3,338,353        41,865,551        1,871,754        47,075,658  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation

           

31 December 2018

     2,249,636        30,555,005        1,468,215        34,272,856  

Reclassification in current year

     6,708        (13,790      7,082        —    

Increase in current year

           

Current year charges

     92,187        1,348,667        68,960        1,509,814  

Transfer from investment properties (Note 4(12))

     3,623        —          —          3,623  

Decrease in current year

           

Disposal

     (33,964      (706,958      (111,677      (852,599

Transfer to investment properties

           

(Note 4(12))

     (6,724      —          —          (6,724

31 December 2019

     2,311,466        31,182,924        1,432,580        34,926,970  
  

 

 

    

 

 

    

 

 

    

 

 

 

Provision for impairment

           

31 December 2018

     53,872        815,329        8,121        877,322  

Decrease in current year

           

Disposal

     (3,087      (48,397      —          (51,484

31 December 2019

     50,785        766,932        8,121        825,838  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amount

           

31 December 2019

     976,102        9,915,695        431,053        11,322,850  
  

 

 

    

 

 

    

 

 

    

 

 

 

31 December 2018

     1,034,776        10,309,016        326,661        11,670,453  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

335


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (13)

Property, plant and equipment (continued)

 

In the year of 2019, no impairment provision was made of the Group. In the year of 2018, the Group made impairment provision of RMB58,652 thousand against these property, plant and equipment which will be redundant and replaced by new facilities.

For the year ended 31 December 2019, the written off of impairment loss of the Group amounted to RMB51,484 thousands due to the disposal of property, plant and equipment.

As at 31 December 2019 and 31 December 2018, the Group had no pledged fixed assets.

In the year of 2019, the depreciation expenses amounted to RMB1,509,814 thousand (2018: RMB1,552,934 thousand). The depreciation expenses charged to cost of sales, selling and distribution expenses, general and administrative expenses were RMB1,413,314 thousand, RMB9,179 thousand, and RMB81,787 thousand, respectively (2018: RMB1,465,586 thousand, RMB9,126 thousand, and RMB77,636 thousand, respectively).

The amount of fixed assets transferred from construction in progress was RMB1,123,620 thousand (2018: RMB344,935 thousand).

 

  (14)

Construction in progress

 

     31 December 2019      31 December 2018  
     Original
cost
     Provision for
impairment
    Carrying
amount
     Original
cost
     Provision for
impairment
    Carrying
amount
 

Construction in progress

     1,850,210        (34,661     1,815,549        1,593,576        (34,175     1,559,401  

 

336


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows:

 

    Budget     31 December
2018
    Increase
in
current
year
    Transferred to
fixed assets in
current year
(Note 4(13))
    31
December
2019
    Percentage
of actual
cost to
budget
    Project
progress
    Accumulative
capitalized
borrowing
costs
    Current
year
capitalized
borrowing
costs
    Current
year
borrowing
cost
capitalizing
rate
    Source of funds  

Oil cleaning project

    781,657       57,984       419,993       —         477,977       61.15     60.00     1,685       1,685       3.35    

Equity funds
and
borrowings
 
 
 

100,000 tons/year EVA production equipment

    1,131,520       239,332       —         —         239,332       21.15     20.00     1,081       —         —        

Equity funds
and
borrowings
 
 
 

PAN carbon fiber project

    847,794       45,695       209,994       (108,226     147,463       30.16     30.00     3,100       3,100       3.35    

Equity funds
and
borrowings
 
 
 

Shanghai petrochemical third circuit 220KV power supply line project

    283,000       112,887       —         —         112,887       46.89     46.89     —         —         —         Equity funds  

Emergency cut-off function renovation project of tank area of storage department

    76,766       —         54,351       —         54,351       70.80     70.00     —         —         —         Equity funds  

Tank area decontamination and diversion improvement project of storage and transportation department

    64,474       —         37,944       —         37,944       58.85     60.00     —         —         —         Equity funds  

2# 3# aromatics joint unit energy saving renovation

    954,240       29,940       —         —         29,940       3.14     3.14     —         —         —         Equity funds  

 

337


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (Continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows: (continued)

 

    Budget     31
December
2018
    Increase
in
current
year
    Transferred
to fixed assets in
current year
(Note 4(13))
    31
December
2019
    Percentage of
actual
cost to budget
    Project
progress
    Accumulative
capitalized
borrowing
costs
    Current year
capitalized
borrowing
costs
    Current
year
borrowing
cost
capitalizing
rate
    Source of funds  

35KV cable hidden trouble control project

    29,240       —         24,873       —         24,873       85.06     80.00     —         —         —         Equity funds  

Oil blending and optimization system project of storage and transportation department

    26,191       20,000       3,000       —         23,000       87.82     87.82     —         —         —         Equity funds  

No. 3 and no. 4 fire emission reconstruction project for the thermal power section

    98,820       84,994       2,600       (87,594     —         88.71     100.00     610       —         —        
Equity funds and
borrowings
 
 

2# delayed coking device is safe and environment-friendly sealed coke removal transportation and waste gas treatment

    69,737       65,000       3,000       (68,000     —         97.51     100.00     —         —         —         Equity funds  

Optimization and reconstruction project of high-sulfur torch system in the storage and transportation department

    44,234       38,986       1,798       (40,784     —         92.20     100.00     —         —         —         Equity funds  

Light oil storage tank and trestle oil and gas recovery project of ministry of storage and transportation

    65,257       52,988       10,999       (63,987     —         98.05     100.00     —         —         —         Equity funds  

 

338


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows: (continued)

 

     Budget      31
December
2018
     Increase
in
current
year
     Transferred
to fixed
assets in
current
year (Note
4(13))
    31
December
2019
     Percentage
of actual
cost to
budget
    Project
progress
    Accumulative
capitalized
borrowing
costs
     Current
year
capitalized
borrowing
costs
     Current
year
borrowing
cost
capitalizing
rate
    Source of funds  

Shanghai petrochemical cogeneration unit standard emission renovation project

     221,566        17,340        12,861        (30,201     —          100.17     100.00     3,779        —          —        

Equity
funds and
borrowings
 
 
 

No.2 alkene cracking furnace low nitrogen combustion renovation project

     120,929        4,428        6,994        (11,422     —          85.54     100.00     2,090        809        3.35    

Equity
funds and
borrowings
 
 
 

Equipment update of thermoelectric department

     —          50,085        28,168        (2,579     75,674        —         —         —          —          —        
Equity
funds
 
 

Oil refining equipment update

     —          45,577        31,185        (20,200     56,562        —         —         —          —          —        
Equity
funds
 
 

Storage department production operation

     —          55,473        10,439        (23,270     42,642        —         —         —          —          —        
Equity
funds
 
 

Aromatics department energy conservation and environmental protection

     —          46,588        12,457        (28,600     30,445        —         —         —          —          —        
Equity
funds
 
 

Aromatics department equipment update

     —          8,539        18,004        –         26,543        —         —         —          —          —        
Equity
funds
 
 

Refining department operations

     —          46,299        12,070        (33,606     24,763        —         —         —          —          —        
Equity
funds
 
 

Informatization project of the ministry of information

     —          17,412        17,787        (12,836     22,363        —         —         —          —          —        
Equity
funds
 
 

 

339


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows: (continued)

 

     Budget      31
December
2018
     Increase
in
current
year
     Transferred
to fixed
assets in
current
year (Note
4(13))
    31
December
2019
     Percentage
of actual
cost to
budget
     Project
progress
     Accumulative
capitalized
borrowing
costs
     Current
year
capitalized
borrowing
costs
     Current
year
borrowing
cost
capitalizing
rate
     Source of funds  

Storage and transportation department security management

            32,446        4,808        (16,242     21,012        —          —          —          —          —          Equity funds  

Utility equipment updates

     —          27,235        15,482        (26,353     16,364        —          —          —          —          —          Equity funds  

Acrylic department production and operation

     —          8,958        12,094        (5,164     15,888        —          —          —          —          —          Equity funds  

Company headquarters other

     —          –          17,017        (2,003     15,014        —          —          —          —          —          Equity funds  

Polyester department purchase update

     —          14,925        1,363        (1,379     14,909        —          —          —          —          —          Equity funds  

Technical renovation of oil refining department

     —          –          54,773        (39,966     14,807        —          —          —          —          —          Equity funds  

Technical renovation of environmental water department

     —          –          16,896        (2,306     14,590        —          —          —          —          —          Equity funds  

Company headquarters other purchase update

     —          11,414        6,788        (3,655     14,547        —          —          —          —          —          Equity funds  

Energy conservation and environmental protection project of storage and transportation department

     —          4,465        18,348        (8,381     14,432        —          —          —          —          —          Equity funds  

Storage and transportation department equipment update

     —          13,077        11,118        (11,548     12,647        —          —          —          —          —          Equity funds  

 

340


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows: (continued)

 

     Budget      31
December
2018
    Increase
in current
year
    Transferred
to fixed
assets in
current
year (Note
4(13))
    31
December
2019
    Percentage
of actual
cost to
budget
     Project
progress
     Accumulative
capitalized
borrowing
costs
     Current
year
capitalized
borrowing
costs
     Current
year
borrowing
cost
capitalizing
rate
     Source of funds  

Aromatic department production operations

     —          16,326       9,182       (13,567     11,941       —          —          —          —          —          Equity funds  

Aromatics department other purchase update

     —          3,736       7,683       —         11,419       —          —          —          —          —          Equity funds  

Acrylic department equipment update

     —          14,827       12,630       (16,399     11,058       —          —          —          —          —          Equity funds  

Olefin production operations

     —          19,647       8,883       (18,221     10,309       —          —          —          —          —          Equity funds  

Other miscellaneous items

     —          386,973       264,672       (427,131     224,514       —          —          —          —          —          Equity funds  
     

 

 

   

 

 

   

 

 

   

 

 

                  
        1,593,576       1,380,254       (1,123,620     1,850,210                   
     

 

 

   

 

 

   

 

 

   

 

 

                  

Less: provision for impairment

        (34,175     (486     —         (34,661                 
     

 

 

   

 

 

   

 

 

   

 

 

            

 

 

       
        1,559,401       1,379,768       (1,123,620     1,815,549                5,594        
     

 

 

   

 

 

   

 

 

   

 

 

            

 

 

       

 

341


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (14)

Construction in progress (continued)

 

  (a)

The movement of the Group’s major construction in progress is listed as follows: (continued)

In 2019, the capitalized amount of the Group’s borrowing expenses is RMB5,594 thousand (in 2018: RMB5,179 thousand).

As at December 31 2019, the balance of the impairment provision for the Group’s construction in progress is the impairment provision for the long-term suspended 50,000-ton/year ethanolamine project and the energy saving transformation of no. 2 and no. 3 aromatics combined plant with the amount of RMB34,175 thousand (As at December 31 2018: RMB34,175 thousand).

 

  (15)

Right-of-use assets

 

     Buildings      Plant and
machinery
     Vehicles and
other equipment
     Total  

Cost

           

31 December 2018

     —          —          —          —    

Change of policy

     12,233        63,471        1,148        76,852  

1 January 2019

     12,233        63,471        1,148        76,852  

Increase in current period

     22,512        10,723        745        33,980  

Decrease in current period

     (1,468      (108      (113      (1,689
  

 

 

    

 

 

    

 

 

    

 

 

 

31 December 2019

     33,277        74,086        1,780        109,143  
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation

           

31 December 2018

     —          —          —          —    

Change of policy

     —          –          —          —    

1 January 2019

     —          —          —          —    

Increase in current period

     12,541        74,025        618        87,184  

Decrease in current period

     (1,469      (107      (113      (1,689
  

 

 

    

 

 

    

 

 

    

 

 

 

31 December 2019

     11,072        73,918        505        85,495  
  

 

 

    

 

 

    

 

 

    

 

 

 

Carrying amount

           

31 December 2019

     22,205        168        1,275        23,648  
  

 

 

    

 

 

    

 

 

    

 

 

 

31 December 2018

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

342


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (16)

Intangible assets

 

     Land use rights      Other intangible assets      Total  

Cost

        

31 December 2018

     700,821        98,378        799,199  

Purchase

     —          1,762        1,762  
  

 

 

    

 

 

    

 

 

 

31 December 2019

     700,821        100,140        800,961  
  

 

 

    

 

 

    

 

 

 

Accumulated amortization

        

31 December 2018

     365,795        77,810        443,605  

Charge in current year

     14,814        4,696        19,510  
  

 

 

    

 

 

    

 

 

 

31 December 2019

     380,609        82,506        463,115  
  

 

 

    

 

 

    

 

 

 

Carrying amount

        

31 December 2019

     320,212        17,634        337,846  
  

 

 

    

 

 

    

 

 

 

31 December 2018

     335,026        20,568        355,594  
  

 

 

    

 

 

    

 

 

 

In the year of 2019, amortization expenses of intangible assets amounted to RMB19,510 thousand (2018: RMB20,744 thousand).

 

  (17)

Long-term prepaid expenses

 

     31
December
2018
     Increase      Amortisation      31
December
2019
 

Catalysts

     493,241        170,500        (208,351      455,390  

Leaseholding improvements

     8,987        —          (1,109      7,878  

Others

     461        187        (136      512  
  

 

 

    

 

 

    

 

 

    

 

 

 
     502,689        170,687        (209,596      463,780  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

343


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (18)

Deferred tax assets and deferred tax liabilities

 

  (a)

Deferred tax assets before offsetting

 

     31 December 2019      31 December 2018  
     Deductible
temporary
differences and
deductible losses
     Deferred
tax assets
     Deductible
temporary
differences and
deductible losses
     Deferred
tax assets
 

Provision for bad debts and inventory

     155,601        38,901        158,427        39,606  

Provision for impairment of fixed assets

     795,869        198,967        844,266        211,066  

Difference in depreciation

     (715,201      (178,800      (582,838      (145,709

Provision for impairment of construction in progress

     34,661        8,665        34,175        8,544  

Accrued expenses

     316,378        79,095        —          —    

Deductible loss

     7,944        1,986        14,939        3,735  

Change in fair value

     546        137        —          —    

Other deferred tax assets

     37,731        9,431        22,734        5,682  
  

 

 

    

 

 

    

 

 

    

 

 

 
     633,529        158,382        491,703        122,924  
  

 

 

    

 

 

    

 

 

    

 

 

 

Including:

           

To be recovered within 12

           

months

        133,187           50,049  

To be recovered over 12 months

        25,195           72,875  
     

 

 

       

 

 

 
        158,382           122,924  
     

 

 

       

 

 

 

 

344


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (18)

Deferred tax assets and deferred tax liabilities (continued)

 

  (b)

Deferred tax liabilities before offsetting

 

     31 December 2019      31 December 2018  
     Taxable
temporary
differences
     Deferred tax
liabilities
     Taxable
temporary
differences
     Deferred tax
liabilities
 

Capitalized borrowing costs

     (11,784      (2,946      (15,394      (3,849

Change in fair value

     (18,417      (4,604      —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     (30,201      (7,550      (15,394      (3,849
  

 

 

    

 

 

    

 

 

    

 

 

 

Including:

           

To be recovered within 12 months

        (4,604         (1,238

To be recovered over 12 months

        (2,946         (2,611
     

 

 

       

 

 

 
        (7,550         (3,849
     

 

 

       

 

 

 

 

  (c)

Deductible temporary differences and deductible losses that are not recognised as deferred tax assets are analysed as follows:

 

     31 December 2019      31 December 2018  

Deductible temporary differences

     29,969        29,969  

Deductible losses

     121,723        89,713  
  

 

 

    

 

 

 
     151,692        119,682  
  

 

 

    

 

 

 

In accordance with the accounting policy set out in note 2 (26), it is unlikely that some of the Group’s subsidiaries will obtain sufficient future taxable profits to be used to offset the relevant future deductible losses. Therefore, the Group has not recognised deferred income tax assets for the cumulative deductible losses of the following subsidiaries. Under current tax law, these deductible losses expire between 2020 and 2024.

 

345


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (18)

Deferred tax assets and deferred tax liabilities (continued)

 

  (c)

Deductible temporary differences and deductible losses that are not recognised as deferred tax assets are analysed as follows: (continued)

 

     31 December 2019      31 December 2018  

Shanghai Petrochemical Investment Development Company Limited (“Toufa”)

     93,361        55,049  

Shanghai Jinshan Hotel Company Limited (“Jinshan Hotel”)

     28,362        34,664  
  

 

 

    

 

 

 
     121,723        89,713  
  

 

 

    

 

 

 

 

  (d)

Deductible losses that are not recognised as deferred tax assets will expire in the following years:

 

     31 December 2019      31 December 2018  

2019

     —          6,132  

2020

     17,775        17,945  

2021

     12,880        12,880  

2022

     12,687        12,687  

2023

     40,069        40,069  

2024

     38,312        —    
  

 

 

    

 

 

 
     121,723        89,713  
  

 

 

    

 

 

 

 

346


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (18)

Deferred tax assets and deferred tax liabilities (continued)

 

  (e)

The net balance of deferred tax assets and liabilities after offsetting is as follows:

 

     31 December 2019      31 December 2018  
     Offsetting amount
of deferred tax assets
and deferred tax
liabilities
     Deferred
tax assets -net
     Offsetting amount of
deferred tax assets
and deferred tax
liabilities
     Deferred tax
assets - net
 

Deferred tax assets

     (7,550      150,832        (3,849      119,075  

Deferred tax liabilities

     7,550        —          3,849        —    
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (19)

Other non-current assets

 

     31 December 2019      31 December 2018  

Three-year fixed deposit

     3,511,234        —    
  

 

 

    

 

 

 

As at 31 December 2019, other non-current assets of the Group is three year fixed deposit with interest rate range from 4.125% to 4.18% per annum (As at 31 December 2018, Nil).

 

347


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (20)

Provision for assets impairment

 

                   Decrease        
     31
December
2018
     Increase      Reverse     Sold     Written off     31
December
2019
 

Notes receivable and accounts receivable provision (4(4))

     54        16        (70     —         —         —    

Include: Single provision

     —          —          —         —         —         —    

Group provision

     54        16        (70     —         —         —    

Provision for other receivable (4(7))

     144        —          (5     —         —         139  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     198        16        (75     —         —         139  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Provision for inventory (4(8))

     158,229        70,178        —         (68,980     (3,965     155,462  

Provision for PPE (4(13))

     877,322        —          —         —         (51,484     825,838  

Provision for CIP (4(14))

     34,175        486        —         —         —         34,661  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     1,069,726        70,664        —         (68,980     (55,449     1,015,961  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
     1,069,924        70,680        (75     (68,980     (55,449     1,016,100  
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

  (21)

Short-term borrowings

Classification of short-term borrowings

 

     Currency      31 December 2019      31 December
2018
 

Unsecured – bank borrowings

     RMB        1,547,600        65,600  
     USD        —          431,649  
     

 

 

    

 

 

 
        1,547,600        497,249  
     

 

 

    

 

 

 

As at 31 December 2019, the weighted average interest rate of short-term borrowings ranged from 2.92% to 4.35%per annum (31 December 2018: from 3.34% to 4.70% per annum).

As at 31 December 2019 and 2018, there are no short-term borrowings which are due but have not been repaid.

 

348


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (22)

Notes payable

 

     31 December 2019      31 December 2018  

Accounts payable

     733,900        —    
  

 

 

    

 

 

 

 

  (23)

Accounts payable

 

     31 December 2019      31 December 2018  

Related parties (Note 7(6))

     5,521,894        4,471,385  

Third parties

     2,142,402        2,922,998  
  

 

 

    

 

 

 
     7,664,296        7,394,383  
  

 

 

    

 

 

 

As at 31 December 2019 and 31 December 2018, there are no individually significant accounts payable aged over one year.

 

  (24)

Contract liabilities

 

     31 December 2019      31 December 2018  

Related parties (Note 7(6))

     5,666        6,862  

Third parties

     655,117        446,702  
  

 

 

    

 

 

 
     660,783        453,564  
  

 

 

    

 

 

 

As at 31 December 2019 and 2018, there are no individually significant contract liabilities aged over one year.

In the year of 2019, the contract liabilities including the beginning balance amount RMB453,563 thousand (2018: RMB477,273 thousand), of which RMB453,564 thousand has been transferred to the main business income in this year.

 

349


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (25)

Employee benefits payable

 

     31 December 2019      31 December 2018  

Short-term employee benefits payable (a)

     168,995        106,768  

Defined contribution plans payable (b)

     20,552        22,093  
  

 

 

    

 

 

 
     189,547        128,861  
  

 

 

    

 

 

 

 

  (a)

Short-term employee benefits payable

 

     31 December
2018
     Increase in
current
year
     Decrease in
current
year
     31 December
2019
 

Wages and salaries, bonuses, allowances and subsidies

     90,620        1,931,121        (1,871,174      150,567  

Staff welfare

     3,569        211,792        (211,792      3,569  

Social insurances

     11,999        179,792        (177,451      14,340  

Including: Medical insurance

     10,242        142,632        (141,036      11,838  

  Work injury insurance

     680        13,324        (12,747      1,257  

  Maternity insurance

     1,077        15,009        (14,841      1,245  

  Supplementary medical insurance

     —          8,827        (8,827      —    

Housing funds

     —          179,299        (179,299      —    

Compensation for lay-off

     —          45,394        (45,394      —    

Others

     580        208,769        (208,830      519  
  

 

 

    

 

 

    

 

 

    

 

 

 
     106,768        2,756,167        (2,693,940      168,995  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

350


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (25)

Employee benefits payable (continued)

 

  (b)

Defined contribution plans payable

 

     31
December
2018
     Increase in
current year
     Decrease
in current
year
     31 December
2019
 

Basic pensions

     21,554        258,328        (259,953      19,929  

Unemployment insurance

     539        7,507        (7,423      623  

Supplemental basic pensions

     —          125,370        (125,370      —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     22,093        391,205        (392,746      20,552  
  

 

 

    

 

 

    

 

 

    

 

 

 

As stipulated by the regulations of the PRC, the Group participates in a defined contribution retirement plan organised by the Shanghai Municipal Government for its staff.

In addition, pursuant to the document “Order of the Ministry of Labour and Social Security No.20” dated 6 January 2004 issued by the Ministry of Labour of the PRC, the Group has set up a supplementary defined contribution retirement plan for the benefit of employees. Employees who have served the Group for more than one year may participate in this plan. The Group and participating employees make defined contributions to their pension saving accounts according to the plan. The assets of this plan are held separately from those of the Group in an independent fund administered by a committee consisting of representatives from the employees and the Group.

The Group has no other material obligation for the payment of pension benefits associated with these plans beyond the annual contributions described above. In 2019, the Group’s contribution to the above two plans amounted to RMB258,328 thousand and RMB125,370 thousand respectively (2018: RMB262,728 thousand and RMB75,312 thousand respectively).

 

351


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (26)

Taxes payable

 

     31 December 2019      31 December 2018  

Consumption tax payable

     2,935,211        3,386,367  

City maintenance and construction tax payable

     231,537        246,060  

Enterprise income tax payable

     226,269        300,016  

Value added tax payable

     221,932        507,119  

Educational surcharge payable

     144,124        160,554  

Individual income tax payable

     23,580        28,913  

Land use tax payable

     12,326        1,768  

Others

     8,308        11,895  
  

 

 

    

 

 

 
     3,803,287        4,642,692  
  

 

 

    

 

 

 

 

  (27)

Other payables

 

     31 December 2019      31 December 2018  

Related parties (Note 7(6))

     120,834        89,567  

Third parties

     716,303        663,253  

A ordinary share dividend

     29,144        26,488  

Short-term loan interest

     1,686        5,952  
  

 

 

    

 

 

 
     867,967        785,260  
  

 

 

    

 

 

 

 

  (a)

As at 31 December 2019, there are no other payables that are individually significant aged over 1 year except unpaid project guaranty deposit.

 

352


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (27)

Other payables (continued)

 

  (b)

Other payables by categories are analysed as follows:

 

     31 December 2019      31 December 2018  

Accrued expenses

     340,733        166,575  

Equipment project

     277,184        334,249  

Payable to related parties (Note 7(6))

     120,834        89,567  

Guaranty deposit

     32,098        25,624  

A ordinary share dividend

     29,144        26,488  

Sales discount

     25,092        32,648  

Social insurance withholding

     11,694        9,998  

Deposits

     8,305        12,227  

Others

     22,883        87,884  
  

 

 

    

 

 

 
     867,967        785,260  
  

 

 

    

 

 

 

 

  (28)

Non-current liabilities maturing within one year

 

     31
December 2019
     31 December 2018  

Lease liabilities maturing within one year (Note 4 (29))

     11,450        —    
  

 

 

    

 

 

 

 

  (29)

Lease liabilities

 

     31 December 2019      31 December 2018  

Lease liabilities

     22,043        —    

Less: Non-current liabilities maturing within one year (Note 4 (28))

     (11,450      —    
  

 

 

    

 

 

 
     10,593        —    
  

 

 

    

 

 

 

 

353


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (30)

Deferred income

 

     31 December 2018      Increase in current year      Decrease in
current year
    31 December
2019
     Related to assets/
related to income
 

Government grants project

     140,442        —          (10,437     130,005        Related to assets  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

                   Decrease                
     31
December
2018
     Increase      Deduct
from
Property
plant and
Equipment
     Include in
other
income
     Deduct from
general and
administrative
expenses
     Deduct
from
financial
expenses
     Include
in non-
operting
income
    Deduct
from
non-
operating
expense
     31 December
2019
     Related
to assets/
income
 

Investment subsidy for Chemical industry park

     130,000        —          —          —          —          —          (10,000     —          120,000       
related to
assets
 
 

Huang gu tang pipeline relocation subsidy

     5,242        —          —          —          —          —          (437     —          4,805       
related to
assets
 
 

Power units energy saving reconstruction subsidies

     5,200        —          —          —          —          —          —         —          5,200       
related to
assets
 
 
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    
     140,442        —          —          —          —          —          (10,437     —          130,005     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

  (31)

Share capital

 

            Increase or decrease in current year         
     31
December
2018
     Issue new
share
     Stock dividend      Transfer from
capital surplus
to paid-in
capital
     Other      Subtotal      31
December
2019
 

Non-restricted Shares – Domestic legal persons shares

     7,328,814        —          —          —          —          —          7,328,814  

Foreign investment H shared listed overseas

     3,495,000        —          —          —          —          —          3,495,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     10,823,814        —          —          —          —          —          10,823,814  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

354


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (31)

Share capital (continued)

 

The Company was founded in Shanghai, PRC on 29 June 1993 with registered capital of RMB4,000,000,000 invested by its holding company-China National Petrochemical Corporation; these shares were converted from assets of former Shanghai Petrochemical Complex.

Approved by Zheng Wei Fa No. [1993]30 issued by the State Council Securities Committee, the Company launched its Initial Public Offering (“IPO”) in July 1993 and September 1993 in Hong Kong, New York and Shanghai to issue 2.23 billion shares, including 1.68 billion H shares and 550 million A shares. The 550 million A shares included 400 million individual shares (including 150 million shares issued to SPC employees) and 150 million legal person shares. H shares were listed on the Hong Kong Stock Exchange on 26 July 1993, and listed on the New York Stock Exchange in the form of American Depositary Shares at the same time; the A shares were listed on the Shanghai Stock Exchange on 8 November 1993.

After the IPO, the total quantity of shares issued by the Company was 6.23 billion, including 4 billion state-owned shares, 150 million legal person shares, 400 million individual shares, and 1.68 billion H shares.

According to the plan stated in the prospectus issued in July 1993, and approved by the China Securities Regulatory Commission, the Company issued 320 million ordinary A shares with a par value of RMB1 each at an issuing price of RMB2.4 each during the period from 5 April to 10 June 1994. These shares were listed on the Shanghai Stock Exchange on 4 July 1994. By then, the total quantity of shares issued was expanded from 6.23 billion to 6.55 billion.

On 22 August 1996, the Company issued 500 million H shares to overseas investors; on 6 January 1997, another 150 million H shares were issued to overseas investors. By then, the total quantity of shares issued was expanded to 7.2 billion, including 2.33 billion H shares.

In 1998, China National Petrochemical Corporation was restructured to Sinopec Group.

Sinopec Corp. was founded on 28 February 2000 based on the approved assets restructuring of Sinopec Group. As part of the restructuring, the shares of the Company held by the Sinopec Group were injected in Sinopec Corp.; after the restructuring, the ownership of 4 billion state-owned shares of the Company held by the Sinopec Group were transferred to Sinopec Corp., and the shares were changed to state-owned legal person shares in nature.

All the A and H shares rank pari passu in all respects.

 

355


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (31)

Share capital (continued)

 

Pursuant to the ‘Approval on matters relating to the Share Segregation Reform of Sinopec Shanghai Petrochemical Company Limited’ issued by the State-owned Assets Supervision and Administration Commission of the State Council (State Owned Property [2013] No.443), a General Meeting of A share shareholders was held on 8 July 2013 and passed the resolution of ‘Share Segregation Reform of Sinopec Shanghai Petrochemical Company Limited (Amendment)’ (“the share segregation reform resolution”) which was published by the Company on Shanghai Stock Exchange (“SSE”) website on 20 June 2013. According to the Share Segregation Reform Resolution, the controlling shareholder of the Company, Sinopec Corp., offered shareholders of circulating A shares 5 shares for every 10 circulating A shares they held on 16 August 2013, aggregating 360,000,000 A shares, for the purpose of obtaining the listing rights of its non-circulating shares in the A Shares market. From 20 August 2013 (“the circulation date”), all the Company’s non-circulating A shares have been granted circulating rights on Shanghai Stock Exchange(“SSE”). As part of the restricted conditions, Sinopec Corp. committed that all the 3,640,000,000 A shares held were not allowed to be traded on SSE or transferred within 12 months from the circulation date (“the restriction period”). After the restriction period, Sinopec Corp. can only sell no more than 5 and 10 percent of its total shares within 12 and 24 months, respectively. The former 150,000,000 non-circulating A shares held by social legal persons were also prohibited to be traded on SSE or transferred within 12 months from the circulation date. Meanwhile, Sinopec Corp. also committed in the Share Segregation Reform Resolution that a scheme of converting surplus to share capital (no less than 4 shares for every 10 shares) will be proposed on the board of directors and shareholders meetings within 6 months after the circulation date.

Sinopec Corp. passed the Share Reform Commitment Scheme added up to 3,600,000 shares, after deliberation of temporary shareholders’ meeting, A share class shareholders’ meeting and H share class shareholders’ meeting.

Since the Company’s share reform scheme, which was executed after 20 August 2013, the Company’s non-circulating A shares have been granted circulating rights on Shanghai Stock Exchange (“SSE”). As part of the restricted conditions, all the 5,460,000,000 A shares held by Sinopec Corp. and 225,000,000 A shares held by social legal persons had been in circulation as at 31 December 2016.

On 23 August 2017, the first Share Option Incentive Scheme of A shares was passed according to the Company’s board resolution. On 27 September 2017, the Company increased its registered capital of RMB14,16,600, which was paid in cash amounting to RMB54,579,910 by 199 grantees. The difference between actual capital contribution and registered capital amount to RMB40,403,310 was included in share premium (Note (28)). As to 31 December 2017, total equity capital was 10,814,176,600 shares.

On January 8, 2018, according to the Company’s board resolution, the second exercise period exercise plan of the Company’s common A-share stock option incentive plan was adopted. On January 12, 2018, the Company increased its registered capital by RMB9,637,000, which was fully paid in cash by 185 equity incentive candidates who met the conditions for exercise. The difference between the actual capital contribution and the subscribed registered capital was RMB27,465 thousand, which is included in the Company’s capital reserve — equity premium, and the confirmed capital reserve — employee equity option plan in the waiting period is RMB17,062 thousand, which is transferred to the capital reserve — equity premium (note 4 (32)).

 

356


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (31)

Share capital (continued)

 

According to the board resolution of the Company on December 28, 2018, the third exercise period of the stock option incentive plan for A shares of the common stock of the Company will not be exercised because the non-market exercise conditions are not met. As at 31 December 2019 and 2018, the total share capital of the Company was 10,823,813,500 shares.

 

            Increase or decrease in current year         
     31 December
2017
     Issue
new
share
     Stock dividend      Transfer from
capital surplus
to paid-in
capital
     Other      Subtotal      31
December
2018
 

Non-restricted Shares – RMB ordinary A shares listed in PRC

     7,319,177        9,637        —          —          —          9,637        7,328,814  

Foreign investment H shared listed overseas

     3,495,000        —          —          —          —          —          3,495,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     10,814,177        9,637        —          —          —          9,637        10,823,814  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  (32)

Capital surplus

 

     31 December
2018
     Increase in
current year
     Decrease in
current year
     31 December
2019
 

Government grants

     412,370        —          —          412,370  

Refund of harbor construction charge

     32,485        —          —          32,485  

Share premium (4(31))

     106,846        —          —          106,846  

Others

     58,626        —          —          58,626  
  

 

 

    

 

 

    

 

 

    

 

 

 
     610,327        —          —          610,327  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

357


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (32)

Capital surplus (continued)

 

     31 December
2017
     Increase in
current year
     Decrease in
current Year
     31 December
2018
 

Government grants

     412,370        —          —          412,370  

Refund of harbor construction charge

     32,485        —          —          32,485  

Share-based payments (a)

     30,066        —          (30,066      —    

Share premium (4(31))

     62,319        44,527        —          106,846  

Others

     49,067        9,559        —          58,626  
  

 

 

    

 

 

    

 

 

    

 

 

 
     586,307        54,086        (30,066      610,327  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (a)

Summary

Pursuant to the resolution of the fifth meeting of the eighth session of the Board of Directors of the Company on 6 January 2015, the proposal regarding the list of participants and the number of share options under the share option incentive scheme was approved.

According to the Company’s share option incentive scheme, the grant date of share options was 6 January 2015, and there were a total of 38,760 thousand share options granted to 214 participants (0.359% of the total ordinary share capital issued). Each share option has a right to purchase an ordinary A share listed in PRC on vesting date at the exercise price under vesting conditions. The options were divided by three tranches of 40%, 30% and 30% of the total share options granted, respectively. Each tranche had independent vesting conditions relevant to year 2015, 2016 and 2017, respectively, which were listed as following:

 

   

weighted average rate of return on equity of the Group should be no less than 9% for 2015, 9.5% for 2016 and 10% for 2017 in respect to the three tranche;

 

   

for each year of 2015, 2016 and 2017, the compound annual growth rate in net profit based on the net profit of 2013 should achieve 5%;

 

   

for each year of 2015, 2016 and 2017, proportion of the main business revenue in the total revenue should be no less than 99%; for each year of 2015, 2016 and 2017, each of the above three conditions should be no lower than the 75% level of peer companies; and achieving the target budget set by the Sinopec Corp. in 2015, 2016 and 2017, respectively.

 

358


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (32)

Capital surplus (continued)

 

  (a)

Summary (continued)

 

The participant should serve the Group at the required position from the grant date. Exercisable amount of each tranche depended on the time for which the participant served the Group during each year of 2015, 2016 and 2017. Upon the fulfilment of relevant vesting conditions, the share options of each tranche shall become exercisable at its exercisable date.

On the grant date, the agreed exercise price is RMB4.2 per share. During the waiting period, the right price of the bank will be adjusted according to the Company’s dividend, capital reserve to increase the share capital, the distribution of stock dividends, stock split, rights issue or share reduction and other matters.

According to the resolution of the board of directors on December 28, 2018, the Company will not exercise the third batch of stock options due to the non-market exercise conditions. The first and second tranches of stock options were exercised in September 2017 and January 2018 at rmb3.85 per share (note 4 (24)).

As at 31 December 2019 and 31 December 2018, there were no outstanding share options.

 

  (33)

Other comprehensive income

 

     Other comprehensive income in Balance Sheet      Other comprehensive income in 2019 Income Statement  
     31 December
2018
     After-tax
attributable
to the
parent
company
     31 December
2019
     Current year
before income
tax amount
     Less: Pre-
included other
comprehensive
income
transferred
out this year
     Less: income
tax expense
     After-tax
attributable
to the parent
company
     After-tax
attributable
to minority
shareholders
 

Other comprehensive income reclassificated in the future Under the equity method after the invested entity will be reclassified into the share of profits/(losses) of other comprehensive income

     10,389        7,449        17,838        7,449        —          —          7,449        —    

 

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Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (33)

Other comprehensive income (continued)

 

     Other comprehensive income in Balance Sheet      Other comprehensive income in 2018 Income Statement  
     31 December
2017
     After-tax
attributable
to the
parent
company
    31 December
2018
     Current year
before income
tax amount
    Less: Pre-
included other
comprehensive
income
transferred
out this year
     Less: income
tax expense
     After-tax
attributable
to the parent
company
    After-tax
attributable
to minority
shareholders
 

Other comprehensive income reclassificated in the future Under the equity method after the invested entity will be reclassified into the share of profits/(losses) of other comprehensive income

     17,403        (7,014     10,389        (7,014     —          —          (7,014     —    

 

  (34)

Specific reserve

 

     31 December
2018
     Accrued during the
year
     Utilised during
the year
     31 December
2019
 

Safety production costs

     57,135        138,028        (138,026      57,137  
     31 December
2017
     Accrued during the
year
     Utilised during
the year
     31 December
2018
 

Safety production costs

     —          112,870        (55,735      57,135  

Specific reserve represents unutilised safety production costs accrued in accordance with state regulations (Note 2(19)).

 

360


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Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (35)

Surplus reserve

 

     31 December
2018
     Increase in
current
year
     Decrease in
current year
     31 December
2019
 
Statutory surplus reserve      6,135,815        199,840        —          6,335,655  
Discretionary surplus reserve      101,355        —          —          101,355  
  

 

 

    

 

 

    

 

 

    

 

 

 
     6,237,170        199,840        —          6,437,010  
  

 

 

    

 

 

    

 

 

    

 

 

 
     31 December
2017
     Increase in
current
year
     Decrease in
current year
     31 December
2018
 
Statutory surplus reserve      5,626,269        509,546        —          6,135,815  
Discretionary surplus reserve      101,355        —          —          101,355  
  

 

 

    

 

 

    

 

 

    

 

 

 
     5,727,624        509,546        —          6,237,170  
  

 

 

    

 

 

    

 

 

    

 

 

 

In accordance with the Company Law and the Company’s Articles of Association, the Company should appropriate 10% of net profit for the year to the statutory surplus reserve, and the Company can cease appropriation when the statutory surplus reserve accumulated to more than 50% of the registered capital. The statutory surplus reserve can be used to make up for the loss or increase the share capital after approval from the appropriate authorities. Statutory surplus reserve amounted to RMB199,840 thousand was provided in current year (2018: RMB509,546 thousand).

The Company appropriates for the discretionary surplus reserve should be proposed by the board of directors and approved by the General Meeting of Shareholders. The discretionary surplus reserve can be used to make up for the loss or increase the share capital after approval from the appropriate authorities. No discretionary surplus reserve was provided in current year (2018: Nil).

 

361


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (36)

Undistributed profits

 

     2019      2018  

Undistributed profits at the beginning of the year

     12,631,291        11,110,795  

Add: Net profit attributable to equity shareholders of the Company

     2,213,716        5,277,186  

Less: Appropriation to statutory reserve (Note 4(35))

     (199,840      (509,546

Less: Ordinary shares dividend payable (a)

     (2,705,952      (3,247,144
  

 

 

    

 

 

 

Undistributed profits at the end of the year

     11,939,215        12,631,291  
  

 

 

    

 

 

 

 

  (a)

Pursuant to the resolution of the shareholders’ meeting on 20 June 2019, a dividend in respect of the year ended 31 December 2018 of RMB0.25 per share, amounting to a total dividend of RMB2,705,952 thousand was declared (2018: RMB0.3 per share (including tax), amounting to a total dividend of RMB3,247,144 thousand).

Pursuant to the resolution of the shareholders’ meeting on 25 March 2020, the Company proposed cash dividend to all the shareholders, RMB0.12 per share (including tax), based on 10,823,813,500 shares outstanding, amounting to a total dividend of RMB1,298,858 thousand. The proposal remains to be approved.

 

  (37)

Non-controlling interests

Attributable to the non-controlling interests of the Group:

 

     31 December 2019      31 December 2018  

Jinmao

     89,808        80,089  

Shanghai Jinchang Engineering Plastics Company Limited (“Jinchang”)

     40,752        42,300  

Zhejiang Jinyong Acrylic Company limited (“Jinyong”)

     —          (6,011
  

 

 

    

 

 

 
     130,560        116,378  
  

 

 

    

 

 

 

 

362


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (38)

Revenue and cost of sales

 

     2019      2018  

Main operations revenue (a)

     99,897,094        107,328,852  

Other operating revenue

     448,954        436,056  
  

 

 

    

 

 

 
     100,346,048        107,764,908  
  

 

 

    

 

 

 
     2019      2018  

Main operations cost (a)

     83,465,489        86,698,902  

Other operating cost

     315,551        330,673  
  

 

 

    

 

 

 
     83,781,040        87,029,575  
  

 

 

    

 

 

 

 

  (a)

Main operations revenue and main operations cost

The principal business of the Group mainly belongs to the petrochemical industry.

Analysis by product is as follows:

 

     2019      2018  
     Main operations
revenue
     Main operations
cost
     Main operations
revenue
     Main operations
cost
 

Synthetic fibres

     2,200,229        2,486,042        2,225,594        2,520,678  

Resins and plastics

     10,163,711        8,790,918        10,730,277        8,875,478  

Intermediate petrochemicals

     10,511,143        9,095,702        12,403,080        9,327,686  

Petroleum products

     54,886,705        41,156,331        54,972,598        39,220,903  

Trading of petrochemical products

     21,706,014        21,566,364        26,560,354        26,392,366  

Others

     429,292        370,132        436,949        361,791  
  

 

 

    

 

 

    

 

 

    

 

 

 
     99,897,094        83,465,489        107,328,852        86,698,902  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

363


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (38)

Revenue and cost of sales (continued)

 

  (b)

Analysis of group revenue as follow:

 

     2019  
     Synthetic fibres      Resins and
plastics
     Intermediate
petrochemicals
     Petroleum
products
     Trading of
petrochemical
products
     Others      Total  

Revenue

     2,200,229        10,163,711        10,511,143        54,886,705        21,706,014        429,292        99,897,094  

Recognized at a point

     2,200,229        10,163,711        10,511,143        54,886,705        21,695,864        429,292        99,886,944  

Recognized during a period

     —          —          —          —          10,150        —          10,150  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other business revenue

     —          —          —          —          —          448,954        448,954  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,200,229        10,163,711        10,511,143        54,886,705        21,706,014        878,246        100,346,048  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2018  
     Synthetic fibres      Resins and
plastics
     Intermediate
petrochemicals
     Petroleum
products
     Trading of
petrochemical
products
     Others      Total  

Revenue

     2,225,594        10,730,277        12,403,080        54,972,598        26,560,354        436,949        107,328,852  

Recognized at a point

     2,225,594        10,730,277        12,403,080        54,972,598        26,537,983        436,949        107,306,481  

Recognized during a period

     —          —          —          —          22,371        —          22,371  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other business revenue

     —          —          —          —          —          436,056        436,056  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     2,225,594      10,730,277      12,403,080      54,972,598      26,560,354      873,005      107,764,908  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

364


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (39)

Taxes and surcharges

 

     2019      2018      Tax base and rate

Consumption tax

     10,729,174        10,503,275      According to relevant PRC tax regulations,
since 1 January 2009, the Group is
required to pay consumption tax based on
the Group’s sales of gasoline and diesel
rate according to the applicable tax rate
(Note 3)

City maintenance and construction tax

     829,630        875,162      1% or 7% of actual payments of
consumption, business tax and VAT
during the year

Educational surcharge and others

     556,562        578,270      3% of actual payments of consumption,
business tax and VAT during the year

Stamp tax

     31,440        30,299      Applicable tax rate

Property tax

     25,951        28,752      1.2% of taxable property value or 12% of
rental expense

Land use tax

     22,816        42,486      Applicable tax rate

Vehicle and vessel use tax

     112        218     

Others

     18,242        16,962     
  

 

 

    

 

 

    
     12,213,927        12,075,424     
  

 

 

    

 

 

    

 

  (40)

Selling and distribution expenses

 

     2019      2018  

Transportation fee

     246,804        233,272  

Sales commission

     125,641        139,954  

Staff costs

     72,759        67,204  

Storage and logistics expenses

     50,612        70,911  

Others

     36,639        25,573  
  

 

 

    

 

 

 
     532,455        536,914  
  

 

 

    

 

 

 

 

365


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (41)

General and administrative expenses

 

     2019      2018  

Repair and maintenance expense

     1,089,829        1,265,919  

Staff costs

     988,026        964,956  

Depreciation and amortisation

     101,716        95,342  

Information system operation maintenance

     57,928        48,567  

Security and fire extinguishment expenses

     50,010        48,981  

Depreciation of right-of-use assets

     11,061        —    

Administrative expenses

     1,584        1,534  

Others

     200,133        191,499  
  

 

 

    

 

 

 
     2,500,287        2,616,798  
  

 

 

    

 

 

 

 

  (42)

R&D expenses

 

     2019      2018  

Equipment process and product technology research and development

     80,648        30,214  

Depreciation

     5,534        586  

System application development

     —          1,224  

Others

     6,782        5,237  
  

 

 

    

 

 

 
     92,964        37,261  
  

 

 

    

 

 

 

 

  (43)

Financial expenses – net

 

     2019      2018  

Interest paid

     56,808        84,425  

Less: Capitalized borrowing costs

     (5,594      (5,179

Add: Lease liabilities costs

     2,570        —    
  

 

 

    

 

 

 

Interest expenses

     53,784        79,246  

Less: Interest income

     (398,176      (443,650

Exchange losses net

     (21,219      58,773  

Others

     17,430        12,202  
  

 

 

    

 

 

 
     (348,181      (293,429
  

 

 

    

 

 

 

 

366


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (44)

Expenses by nature

The cost of sales, selling and administrative expenses, general and administrative expenses and R&D expenses in the income statements are listed as follows by nature:

 

     2019      2018  

Consumed raw materials and low value consumables, etc.

     57,101,961        56,601,977  

Cost of trading products

     21,566,364        26,392,366  

Employee benefits

     3,147,372        2,888,572  

Depreciation and amortization expenses

     1,753,614        1,809,623  

Repair and maintenance expenses

     1,089,829        1,265,919  

Changes in inventories of finished goods and work in progress

     446,779        (277,403

Transportation expenses

     297,416        304,183  

External processing fee

     215,288        185,164  

Agency commission

     125,641        139,954  

R&D expense

     92,964        37,261  

Depreciation of right-of-use assets

     87,184        —    

Environmental protection

     70,082        51,704  

Safety

     50,010        48,981  

Property insurance premium

     10,308        41,539  

Audit fee

     7,800        7,800  

Rental fee

     2,961        96,520  

Administrative expenses

     1,584        1,534  

Others

     839,589        624,854  
  

 

 

    

 

 

 
     86,906,746        90,220,548  
  

 

 

    

 

 

 

The Group attributed the expense of short-term rent to profits or losses in current period directly as stated in Note 2(27), the amount is RMB2,961 thousand.

 

367


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (45)

Other income

 

     2019      2018      Related to asset/
related to income
 

Scientific research expenditures subsidy

     31,470        53,532        related to income  

Tax refunds

     11,140        24,009        related to income  

Energy saving and environmental protection subsidy

     —          216        related to income  

Others

     21,216        11,278        related to income  
  

 

 

    

 

 

    
     63,826        89,035     
  

 

 

    

 

 

    

 

  (46)

Investment income

 

     2019      2018  

Investment income accounted for using the equity method

     962,593        875,597  

Structured deposit income

     86,848        —    

Investment (loss)/income accounted for foreign exchange option contracts and foreign exchange forward contracts

     (15,316      983  

Discount loss of accounts receivable

     (19,513      —    

Investment (loss)/income accounted for disposal of long-term equity investments (Note 5(1))

     (60,951      1,622  

Other

     —          11  
  

 

 

    

 

 

 
     953,661        878,213  
  

 

 

    

 

 

 

The Group does not have significant restrictions on repatriation of investment proceeds.

 

368


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (47)

Fair value change income/loss

 

     2019      2018  

Financial assets measured at fair value through profits or losses — Structured deposit income

     (1,404      19,811  

Derivative financial assets and derivative financial liabilities — Foreign exchange option

     3,001        8,830  

Forward foreign exchange contract

     —          4,706  
  

 

 

    

 

 

 
     1,597        33,347  
  

 

 

    

 

 

 

 

  (48)

Credit impairment loss

 

     2019      2018  

Notes receivable and Accounts receivable provision revise/(loss)

     54        (17

Other receivable provision revise/(loss)

     5        (22
  

 

 

    

 

 

 
     59        (39
  

 

 

    

 

 

 

 

  (49)

Assets Impairment loss

 

     2019      2018  

Provision for decline in value of inventories

     (70,178      (86,003

Provision for construction in progress

     (486      (24,000

Provision for impairment of fixed assets

     —          (58,652
  

 

 

    

 

 

 
     (70,664      (168,655
  

 

 

    

 

 

 

 

369


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (50)

Gains on disposal of fixed assets

 

                  

Recognized

as

 
                   non-recurring  
                   profits or losses  
     2019      2018      in current
year
 

Gains on disposal of fixed assets (a)

     207,607        206,259        207,607  

Loss on disposal of fixed assets

     (31,283      (33,751      (31,283
  

 

 

    

 

 

    

 

 

 
     176,324        172,508        176,324  
  

 

 

    

 

 

    

 

 

 

 

  (a)

In the year of 2019, Jinyong company, a former subsidiary of the Group, disposed land use right with a gain of RMB126,817 thousand (2018: Jinyong disposed some of its houses and buildings with gain of RMB197,138 thousand).

 

  (51)

Non-operating income

 

     2019      2018      Recognized as extraordinary profit
and loss in current year
 

Government grants (a)

     15,852        37,294        15,852  

Others

     4,655        10,287        4,655  
  

 

 

    

 

 

    

 

 

 
     20,507        47,581        20,507  
  

 

 

    

 

 

    

 

 

 

 

  (a)

Government grants mainly include:

 

     2019      2018  

Amortization of deferred income (Note4(30))

     10,437        10,437  

Others

     5,415        26,857  
  

 

 

    

 

 

 
     15,852        37,294  
  

 

 

    

 

 

 

 

370


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (52)

Non-operating expenses

 

     2019      2018      Recognized as extraordinary profit
and loss in current year
 

Allowances

     41,251        52,198        41,251  

Others

     23,499        13,181        23,499  
  

 

 

    

 

 

    

 

 

 
     64,750        65,379        64,750  
  

 

 

    

 

 

    

 

 

 

 

  (53)

Income tax expenses

 

     2019      2018  

Current tax expense for the year based on tax law and regulations

     460,720        1,471,671  

Movement of deferred tax

     (31,757      232  
  

 

 

    

 

 

 
     428,963        1,471,903  
  

 

 

    

 

 

 

The reconciliation from income tax calculated based on the applicable tax rates and total profit presented in the consolidated financial statements to the income tax expenses is listed below:

 

     2019      2018  

Total profit

     2,654,116        6,748,976  

Income tax expenses calculated at applicable tax rates

     663,529        1,687,245  

Tax effect of share of profit of investments accounted for using the equity method

     (239,562      (218,024

Other non-taxable profit

     (14,456      (16,767

Tax effect of non-deductible expenses

     42,906        34,407  

Under provision for income tax expense in respect of preceding years

     (2,618      12,678  

Utilisation of previously unrecognized tax losses

     (30,414      (37,653

Tax losses for which no deferred income tax asset was recognized in the year

     9,578        10,017  
  

 

 

    

 

 

 

Income tax expenses

     428,963        1,471,903  
  

 

 

    

 

 

 

 

371


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (54)

Earnings per share

 

  (a)

Basic earnings per share

Basic earnings per share is calculated by dividing the consolidated net profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding:

 

     2019      2018  

Consolidated net profit attributable to ordinary shareholders of the

     

Company

     2,213,716        5,277,186  

Weighted average number of the Company’s ordinary shares outstanding (thousand)

     10,823,814        10,823,497  

Basic earnings per share

     0.205        0.488  

 

  (b)

Diluted earnings per share:

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. In the year of 2019, there were no potential dilutive ordinary share due to no outstanding share option (2018: Nil). Diluted earnings per share is equal to basic earnings per share.

 

  (55)

Notes to consolidated cash flow statement

 

  (a)

Cash received from other operating activities

 

     2019      2018  

Subsidy income

     37,771        64,765  

Others

     4,304        10,316  
  

 

 

    

 

 

 
     42,075        75,081  
  

 

 

    

 

 

 

 

372


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (55)

Notes to consolidated cash flow statement (continued)

 

  (b)

Cash paid from other operating activities

 

     2019      2018  

Sales commissions

     (125,641      (139,954

Sales commissions

     (87,430      (36,675

Information system operation and maintenance expenses

     (57,928      (48,567

Storage and logistics expenses

     (50,612      (70,911

Security and fire extinguishment expenses

     (50,010      (48,981

Administrative expenses

     (1,584      (1,534

Others

     (57,279      (95,217
  

 

 

    

 

 

 
     (430,484      (441,839
  

 

 

    

 

 

 

 

  (c)

Cash received from other investment activities

 

     2019      2018  

Six-month deposit receipts

     4,100,000        4,000,000  

Structured deposit receipts

     3,200,000        —    

Interest income

     533,248        417,430  

Derivative financial instrument investment income

     —          16,540  
  

 

 

    

 

 

 
     7,833,248        4,433,970  
  

 

 

    

 

 

 

 

  (d)

Cash paid from other investment activities

 

     2019      2018  

Six-month deposit payment

     (7,600,000      (3,500,000

Structure deposit payment

     (3,800,000      (2,700,000

Accounts receivable discount loss

     (19,513      —    

Derivative financial instrument investment loss

     (15,316      —    
  

 

 

    

 

 

 
     (11,434,829      (6,200,000
  

 

 

    

 

 

 

 

373


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (55)

Notes to consolidated cash flow statement (continued)

 

  (e)

Cash paid from to other financial activities

 

     2019      2018  

Lease liabilities payment

     (89,124      —    

In the year of 2019, cash payment of the Group related to lease activities is RMB94,441 thousand, beside which, the rest of cash payment attributed in operating activities.

 

  (56)

Supplementary materials to consolidated cash flow statement

 

  (a)

Supplementary materials to consolidated cash flow statement

Adjust net profit to cash flows from operating activities

 

     2019      2018  

Net profit

     2,225,153        5,277,073  

Add: Provisions for assets impairment

     70,664        168,655  

Credit impairment losses

     (59      39  

Depreciation of investment properties

     14,694        14,527  

Depreciation of fixed assets

     1,509,814        1,552,934  

Depreciation of right-of-use assets

     87,184        —    

Amortisation of intangible assets

     19,510        20,744  

Amortisation of long-term prepaid expenses

     209,596        221,418  

Losses on disposal of fixed assets

     (158,551      (172,508

Losses arising from changes in fair value

     (1,597      (33,347

Financial expenses-net

     (362,964      (390,042

Investment income

     (953,661      (878,213

(Increase)/decrease in deferred tax assets

     (31,757      232  

Decrease in deferred income

     (10,437      (10,437

Decrease/(increase) in inventories

     1,296,263        (1,609,280

Decrease/(increase) in operating receivables

     554,214        (780,222

Increase in operating payables

     653,141        3,269,395  

Increase in specific reserve

     2        57,135  

Share-based payments expense

     —          (13,004
  

 

 

    

 

 

 

Net cash flows generated from operating activities

     5,121,209        6,695,099  
  

 

 

    

 

 

 

 

374


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (56)

Supplementary materials to consolidated cash flow statement (continued)

 

  (a)

Supplementary materials to consolidated cash flow statement (continued)

 

Major operational and investment activities that do not involve cash receipts and payments

 

     2019      2018  

Inventory purchases paid with bank acceptance

     733,915        1,512,238  

Payment by bank acceptance bill of long-term assets procurement

     73,812        50,110  

Increase right-of-use assets

     33,980        —    
  

 

 

    

 

 

 
     841,707        1,562,348  
  

 

 

    

 

 

 

Movement of cash and cash equivalent

 

     2019      2018  

Year end balance of cash and cash equivalent

     7,449,699        8,741,893  

Less: beginning balance of cash and cash equivalent

     (8,741,893      (7,504,266
  

 

 

    

 

 

 

Movement of cash and cash equivalent

     (1,292,194      1,237,627  
  

 

 

    

 

 

 

 

  (b)

Disposal of subsidiary

Carrying amount of net assets at the date of disposal

 

     23 August 2019  

Current assets

     141,114  

Non-current assets

     7  

Current liabilities

     (86,181
  

 

 

 
     54,940  
  

 

 

 

 

375


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

4

Notes to the consolidated financial statements (continued)

 

  (56)

Supplementary materials to consolidated cash flow statement (continued)

 

  (c)

Cash and cash equivalents

 

     31 December 2019      31 December 2018  

Cash

     

Including: Cash on hand

     —          7  

Bank deposits available on demand

     7,449,699        8,741,883  

Other monetary fund available on demand

     —          3  
  

 

 

    

 

 

 

Cash and cash equivalents at the end of the year

     7,449,699        8,741,893  
  

 

 

    

 

 

 

 

  (57)

Foreign monetary items

 

     31 December 2019  
     Foreign currency      Exchange rate      RMB currency  

Cash at bank and on hand – USD

     48,175        6.9762        336,078  

Accounts receivable – USD

     20,952        6.9762        146,165  

Accounts Receivable Financing – USD

     105,286        6.9762        734,496  
  

 

 

       

Accounts payables – USD

     (226,777      6.9762        (1,582,042

 

376


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities

 

  (1)

Interests in subsidiaries

 

  (a)

Main components of the Group

 

     Main business      Place of      Principal      Percentage of equity     Way of  
     area      registry      activities      directly held     indirectly     acquisition  

Toufa

     Shanghai        Shanghai        Investment        100.00     —         Establish  

Jinmao

     Shanghai        Shanghai        Trading        67.33     —         Establish  

Jinchang

     Shanghai        Shanghai        Manufacturing        —         74.25     Establish  

Shanghai Golden

               

Phillips

               

Petrochemical

               

Company

               

Limited (“Jinfei”) Shanghai

        Shanghai        Manufacturing        —         100.00     Establish  

JMGJ

     Shanghai        Shanghai        Trading        —         67.33     Establish  

 

  (b)

As at 31 December 2019 and 31 December 2018, attributable to non-controlling interests of subsidiaries’ non- controlling shareholders were not significant (Note 4(37)).

 

  (c)

On August 23, 2019, Ningbo Intermediate People’s Court ruled Jinyong the former subsidiary of the Group application for bankruptcy and liquidation, and assigned Zhejiang Haitai Law Firm and Zhejiang Dewei Certified Public Accountants Co., LTD. as manager. At the stage of bankruptcy liquidation, the Group no longer has the control right of Jinyong, while Jinyong companies were no longer included in the consolidation range of the Group financial statements with the investment losses of RMB60,951 thousand.

 

  (d)

In July 2018, the subsidiary Toufa has concluded the equity transfer agreement which confirmed transfer 40% stock of Jinfei with the cost of RMB152,800 thousand with Phillips Petroleum International Investment Co., Ltd. After this transaction which has been completed in September 2018, Jinfei became a wholly-owned subsidiary of Toufa with its 100% stok held by the latter.

 

  (e)

In 2018, the Group’s former subsidiary was merged by Toufa. As at December 31 2018, the former subsidiary Jindi has completed the cancellation of their business and tax registration.

 

377


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities (continued)

 

  (2)

Interests in joint ventures and associates

 

  (a)

Nature of interest in major joint ventures and associates

 

     Place of
main
     Place of             Whether it is
strategic to
     % of ownership
interest
 
     business      registry      Principal activities      group activities      Directly     Indirectly  

Joint ventures –

                

BOC

     Shanghai        Shanghai       
Production and sales of industrial
gases
 
 
     Yes        —         50.00

Inspection and Testing company (ii)

     Shanghai        Shanghai       
Inspect and test chemical
equipment
 
 
     Yes        —         50.00

Yangu Gas

     Shanghai        Shanghai       
Production and sales of industrial
gases
 
 
     Yes        —         50.00

Associates –

                

Shanghai Secco

     Shanghai        Shanghai       
Manufacturing and distribution
of chemical products
 
 
     Yes        20.00     —    

Chemical Industry

     Shanghai        Shanghai       

Planning, development and
operation of the Chemical
Industry Park
 
 
 
     Yes        38.26     —    

Jinsen

     Shanghai        Shanghai        Production of resins products        Yes        —         40.00

Shidian Energy (i)

     Shanghai        Shanghai        Electricity supply        Yes        —         40.00

Azbil

     Shanghai        Shanghai       

Service and maintenance of
building automation systems and
products
 
 
 
     Yes        —         40.00

The Group adopts the equity accounting method for the above equity investments.

 

  (i)

As at July 2019, with the permission of the Group and Toufa board, Toufa invested Shidian Energy with RMB71,816 thousand fixed assets and RMB248,184 thousand cash, to get 40% shares and vote and three board seats of the latter.

 

  (ii)

As at April 2018, Toufa the subsidiary of the Group sold the 50% equity of its former subsidiary Inspection and Testing company with the transfer price of RMB9,600 thousand and RMB1,622 investment income. After the transfer Inspection and Testing company becomes a joint venture of Toufa.

 

378


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities (continued)

 

  (2)

Interests in joint ventures and associates (continued)

 

  (b)

Summarised financial information for major joint ventures

 

     At 31 December 2019     At 31 December 2018  
           Inspection                          
           and testing                          
     BOC     company     Yangu Gas     BOC     Jinpu     Yangu Gas  

Current Assets

     247,385       20,757       63,951       205,959       19,527       56,579  

Including: Cash and cash equivalents

     182,548       11,200       51,386       137,505       8,086       42,415  

Non-current Assets

     181,372       1,937       36,972       198,555       2,357       44,589  

Total Assets

     428,757       22,694       100,923       404,514       21,884       101,168  

Current liabilities

     (37,444     (3,993     (3,460     (41,962     (4,607     (3,745

Non-current liabilities

     (26,378     —         —         —         —         —    

Total liabilities

     (63,822     (3,993     (3,460     (41,962     (4,607     (3,745

Net Assets

     364,935       18,701       97,463       362,552       17,277       97,423  

Net assets calculated by proportion of shareholding (i)

     182,467       9,350       48,733       181,276       8,638       48,713  

Adjustment – unrealized downstream transactions

     (5,256     —         —         (8,759     —         —    

Book value of joint ventures

     177,211       9,350       48,733       172,517       8,638       48,713  

 

379


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities (continued)

 

  (2)

Interests in joint ventures and associates (continued)

 

  (b)

Summarised financial information for major joint ventures (continued)

 

     2019     2018  
           Inspection                          
           and testing                          
     BOC     company     Yangu Gas     Jinpu     Yangu Gas     BOC  

Revenue

     414,374       29,290       55,302       423,160       21,542       58,679  

Financial (expense)/ income

     (636     (308     (1,119     (1,114     (27     (352

Income tax

     28,382       777       —         27,799       450       —    

Net profit/(loss)

     80,183       2,330       40       86,476       1,382       (2,518

Other comprehensive income

     —         —         —         —         —         —    

Total comprehensive income/(loss)

     80,183       2,330       40       86,476       1,382       (2,518

Dividends declared by joint venture

     38,900       453       —         36,500       32       —    

 

  (i)

The Group calculated shares of assets by its shareholding ratio, based on the amount from financial statements in joint ventures. The amount in financial statements of joint ventures based on the impacts of identifiable assets when obtained investment, fair value of liabilities, and consistency of accounting policies.

 

380


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities (continued)

 

  (2)

Interests in joint ventures and associates (continued)

 

  (c)

Summarised financial information for major associates

 

     As at 31 December 2019     As at 31 December 2018  
     Shanghai
Secco
    Chemical
Industry
    Jinsen     Azbil     Shidian
Energy
    Shanghai
Secco
    Chemical
Industry
    Jinsen     Azbil  

Current Assets

     11,858,124       4,356,339       85,302       204,965       745,425       9,537,354       3,785,819       100,065       189,514  

Including: Cash and cash equivalents

     9,368,484       2,750,355       35,763       119,677       723,469       6,817,297       2,169,119       37,171       110,718  

Non-current Assets

     5,020,292       3,467,498       69,154       3,049       69,588       5,517,999       3,559,033       68,128       2,586  

Total Assets

     16,878,416       7,823,837       154,456       208,014       815,013       15,055,353       7,344,852       168,193       192,100  

Current Liabilities

     (3,196,334     (1,468,162     (18,114     (75,572     (9,849     (2,232,583     (1,433,001     (14,855     (68,106

Non-current liabilities

     (12,730     (485,735     —         —         —         —         (514,254     —         —    

Total liabilities

     (3,209,064     (1,953,897     (18,114     (75,572     (9,849     (2,232,583     (1,947,255     (14,855     (68,106

Net Assets

     13,669,352       5,869,940       136,342       132,442       805,164       12,822,770       5,397,597       153,338       123,994  

Net assets calculated by proportion of shareholding (i)

     2,733,872       2,245,839       54,537       52,977       322,066       2,564,556       2,065,122       61,335       49,598  

Adjustment-internal unrealized transaction offset

     (9,512     —         —         —         (22,708     (9,512     —         —         —    

Adjustment (ii)

     —         (328,629     —         —         —         —         (348,346     —         —    

Book value of associates

     2,724,360       1,917,210       54,537       52,977       299,358       2,555,044       1,716,776       61,335       49,598  

 

  (i)

The Group calculated shares of assets by its shareholding ratio, based on the amount from financial statements in associates. The amount in financial statements of associates based on the impacts of identifiable assets when obtained investment, fair value of liabilities, and consistency of accounting policies.

 

  (ii)

Unentitled portion represented some piece of lands injected by Government in Chemical Industry as capital reserve and the earnings from this land cannot be shared by other shareholders.

 

381


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

5

Interests in other entities (continued)

 

  (2)

Interests in associates (continued)

 

  (c)

Summarised financial information for major associates (continued)

 

     2019      2018  
   Shanghai
Secco
     Chemical
Industry
     Jinsen     Azbil      Shidian
Energy
     Shanghai
Secco
     Chemical
Industry
    Jinsen     Azbil  

Revenue

     28,341,032        1,936,537        197,199       297,694        112,143        26,319,957        1,880,004       208,901       255,554  

Net profit/(loss)

     3,383,582        583,403        (16,996     38,448        5,166        3,228,682        446,667       (12,845     30,119  

Other comprehensive income

     —          19,469        —         —          —          —          (18,331     —         —    

Total comprehensive income

     3,383,582        602,872        (16,996     38,448        5,166        3,228,682        428,336       (12,845     30,119  

Dividends declared by associates

     507,400        30,225        —         12,000        —          735,167        23,339       —         10,360  

 

  (d)

Summarised financial information for immaterial associates

 

     2019      2018  

Total net book value of long-term investment as at 31 December

     45,022        44,512  

Total amount calculated by proportion of shareholding

     

Net profit (i)

     6,400        5,884  

Other comprehensive income (i)

     —          —    
  

 

 

    

 

 

 

Total comprehensive income

     6,400        5,884  
  

 

 

    

 

 

 

 

  (i)

Net profit and other comprehensive income had considered the fair value of assets and liabilities at the acquisition date and the adjustment for differences in accounting policies between the Group and the associates.

 

  (e)

Unconfirmed commitments to joint venture investments are shown in Note 8.

 

382


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

6

Segment information

Segment information is presented in respect of the Group’s business segments, the format of which is based on the structure of the Group’s internal organisation, management requirement, and internal reporting system.

In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker for the purposes of resource allocation and performance assessment, the Group identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.

The Group evaluates the performance and allocates resources to its operating segments on an operating income basis, without considering the effects of finance expenses, investment income, non-operating income and non-operating expenses. The accounting policies adopted by the operating segments are the same with the policies in summary of significant accounting policies and accounting estimates. The transfer price of intersegment is recognised with cost plus profit method.

The Group principally operates in five operating segments: petroleum products, intermediate petrochemicals, synthetic fibres, resins and plastics and trading of petrochemical products. Petroleum products, intermediate petrochemicals, synthetic fibres and resins and plastics are produced through intermediate steps from crude oil, the principal raw material. The specific products of each segment are as follows:

 

  (i)

The Group’s petroleum products segment is equipped with crude oil distillation facilities used to produce vacuum and atmospheric gas oils used as feedstocks of the Group’s downstream processing facilities. Residual oil and low octane gasoline fuels are co-products of the crude oil distillation process. Part of the residual oil is further processed into qualified refined gasoline and diesel oil. In addition, the Group produces a variety of fuels for transportation, industry and household heating usage, such as diesel oil, jet fuel, heavy oil and liquefied petroleum gas.

 

  (ii)

The intermediate petrochemicals segment primarily produces p-xylene, benzene and ethylene oxide. Most of the intermediate petrochemicals produced by the Group are used by the Group as raw materials in the production of other petrochemicals, resins, plastics and synthetic fibres. A portion of the intermediate petrochemicals as well as certain by-products of the production process are sold to outside customers.

 

  (iii)

The synthetic fibres segment produces primarily polyester and acrylic fibres, which are mainly used in the textile and apparel industries.

 

  (iv)

The resins and plastics segment produces primarily polyester chips, low-density polyethylene resins and films, polypropylene resins and PVA granules. The polyester chips are used to produce polyester fibres, coating and containers. Polyethylene resins and plastics are used to produce insulated cable, mulching films and moulded products such as housewares and toys. Polypropylene resins are used for films, sheets and moulded products such as housewares, toys, consumer electronics and automobile parts.

 

  (v)

The Group’s trading of petrochemical products segment primarily engages in importing and exporting of petrochemical products.

 

  (vi)

All other operating segments represent the operating segments which do not meet the quantitative threshold for determining reportable segments. These include rental, providing services and a variety of other commercial activities, which are not allocated to the above five operating segments.

 

383


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

6

Segment information (continued)

 

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise long-term equity investments, deferred tax assets, cash and cash equivalents and its related interest income, investment properties and related depreciation expense, interest-bearing borrowings, interest expenses, and corporate assets and related expenses.

 

  (a)

Segment information as at and for the year ended 31 December 2019 is as follows:

 

    Synthetic
fibres
    Resins and
plastics
    Intermediate
petrochemical
    Petroleum
products
    Trading of
petrochemical
products
    Others     Unallocated     Elimination     Total  

Revenue from external customers

    2,200,229       10,163,711       10,511,143       54,886,705       21,706,014       878,246       —         —         100,346,048  

Inter-segment revenue

    —         141,101       14,187,500       11,868,026       175,200       700,975       —         (27,072,802     —    

Cost of sales

    (2,486,042     (8,790,918     (9,095,702     (41,156,331     (21,566,364     (685,683     —         —         (83,781,040

Interest income

    —         —         —         —         —         —         398,176       —         398,176  

Interest expenses

    —         —         —         —         —         —         (53,784     —         (53,784

Investment income from associates and joint ventures

    —         —         —         —         —         —         953,661       —         953,661  

Asset impairment losses

    (48,844     (12,073     (9,580     (167     —         —         —         —         (70,664

Credit impairment losses

    7       6       8       38       —         —         —         —         59  

Loss arising from changes in fair value

    —         —         —         —         —         —         (1,597     —         (1,597

Depreciation and amortisation

    (70,360     (122,163     (495,947     (892,937     (179     (172,028     —         —         (1,753,614

Depreciation of right-of-use assets

    (235     (3,301     (1,522     (79,755     (32     (2,339     —         —         (87,184

Total (loss)/profit

    (542,619     401,185       413,881       705,308       57,836       122,968       1,495,557       —         2,654,116  

Income tax expenses

    —         —         —         —         —         —         (428,963     —         (428,963

Net (loss)/profit

    (542,619     401,185       413,881       705,308       57,836       122,968       1,066,594       —         2,225,153  

Total assets

    1,008,090       1,802,681       3,732,928       14,014,425       1,492,405       2,294,668       21,290,931       —         45,636,128  

Total liabilities

    340,034       1,372,574       1,736,967       8,482,596       1,936,525       73,127       1,678,404       —         15,620,227  

Investment in associates and joint ventures

    —         —         —         —         —         —         5,328,758       —         5,328,758  

Non-current assets increase (i)

    294,515       74,633       204,021       1,024,626       89       103,418       —         —         1,701,302  

 

  (i)

Non-current assets do not include financial assets and investment, and deferred income tax assets.

 

384


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

6

Segment information (continued)

 

  (b)

Segment information as at and for the year ended 31 December 2018 is as follows:

 

     Synthetic
fibres
    Resins and
plastics
    Intermediate
petrochemicals
    Petroleum
products
    Trading of
petrochemical
products
    Others     Unallocated     Elimination     Total  

Revenue from external customers

     2,225,594       10,730,277       12,403,080       54,972,598       26,560,354       873,005       —         —         107,764,908  

Inter-segment revenue

     —         138,481       13,923,959       11,037,010       1,090,056       691,852       —         (26,881,358     —    

Cost of sales

     (2,520,678     (8,875,478     (9,327,686     (39,220,903     (26,392,366     (692,464     —         —         (87,029,575

Interest income

     —         —         —         —         —         —         443,650       —         443,650  

Interest expenses

     —         —         —         —         —         —         (79,246     —         (79,246

Investment income from associates and joint ventures

     —         —         —         —         —         —         878,213       —         878,213  

Asset impairment losses

     (83,913     (19,219     (43,314     (22,209     —         —         —         —         (168,655

Gain arising from changes in fair value

     —         —         —         —         —         —         33,347       —         33,347  

Depreciation and amortisation

     (70,434     (139,447     (575,025     (862,663     (111     (161,943     —         —         (1,809,623

Total (loss)/profit

     (577,073     892,890       1,926,199       2,871,380       85,089       115,292       1,435,199       —         6,748,976  

Income tax expenses

     —         —         —         —         —         —         (1,471,903     —         (1,471,903

Net (loss)/profit

     (577,073     892,890       1,926,199       2,871,380       85,089       115,292       (36,704     —         5,277,073  

Total assets

     1,127,357       1,924,863       4,188,441       15,567,265       1,807,433       2,067,698       17,856,903       —         44,539,960  

Total liabilities

     427,005       1,404,499       1,767,232       7,813,381       1,912,931       79,713       648,695       —         14,053,456  

Investment in associates and joint ventures

     —         —         —         —         —         —         4,657,133       —         4,657,133  

Non-current assets increase (i)

     117,495       82,804       213,240       662,639       —         100,149       —         —         1,176,327  

 

  (i)

Non-current assets do not include financial assets and investment, and deferred income tax assets.

In view of the fact that the Group operates mainly in the PRC, no geographical segment information is presented.

In 2019, revenue from the same customer accounted for 46% of total Group revenue (2018: 39%). The revenue from the customer derived from the following segments: petroleum products and other segment.

 

385


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions

 

  (1)

Information on the parent company

 

  (a)

General information of the parent company

 

    

Place of registration

  

Business nature

China Petroleum & Chemical Corporation    No.22 Chaoyangmen North Street, Chaoyang District, Beijing    Exploring for, extracting and selling crude oil and natural gas; oil refining; production, sale and transport of petrochemical, chemical fibres and other chemical products; pipe transport of crude oil and natural gas; research and development and application of new technologies and information.

The Company’s ultimate controlling party is China Petrochemical Corporation.

 

  (b)

Registered capital and changes in registered capital of the parent company

 

     31 December 2018      Increase in
current year
     Decrease in
current year
     31 December 2019  

China Petroleum & Chemical Corporation

     RMB121.1 billion        —          —          RMB121.1 billion  

 

  (c)

The percentages of share holding and voting rights in the Company held by the parent company

 

     31 December 2019     31 December 2018  
     Share holding     Voting rights     Share holding     Voting rights  

China Petroleum & Chemical Corporation

     50.44     50.44     50.44     50.44

 

  (2)

Information on the Company’s subsidiaries

The general information and other related information of the subsidiaries is set out in Note 5.

 

386


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (3)

Basic information of associate and joint venture

In addition to the major joint ventures and associates disclosed in Note 5(2), related transactions between the Group and other associates are as follows:

 

    

Place of

business/country

     Place of           Whether it is
strategic for
     % of ownership
interest
 
     of incorporation      registry     

Business nature

   group activities      Directly      Indirectly  

Shanghai Nanguang Petrochemical Co., Ltd.

     Shanghai        Shanghai      Petrochemical products import and export      Yes        —          35

Shanghai Jinhuan Petroleum Naphthalene Development Company Limited

     Shanghai        Shanghai      Production of petrochemical products      Yes        —          25

Shanghai Chemical Industry Park Logistics Company Limited

     Shanghai        Shanghai      Products freight      Yes        —          33.33

 

387


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (4)

Information on other related parties

 

Names of other related parties

  

Relationship with the Company

Anqing Refinery Shuguang Oxo Company Limited

   Subsidiary of the immediate parent company

BASF Gao-Qiao Performance Chemicals (Shanghai) Company Limited

   Subsidiary of the immediate parent company

China International United Petroleum and Chemical Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International (Nanjing) Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Beijing Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Ningbo Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Tianjin Company Limited

   Subsidiary of the immediate parent company

China Petrochemical International Wuhan Company Limited

   Subsidiary of the immediate parent company

China Petrochemical Technology Company Limited

   Subsidiary of the immediate parent company

Dalian Frip Science and Technology Company Limited

   Subsidiary of the immediate parent company

Epec Commercial Factoring Company Limited

   Subsidiary of the immediate parent company

Fujian Gulei Petrochemical Company Limited

   Subsidiary of the immediate parent company

Fujian Refining & Petrochemical Company Limited (FREP)

   Subsidiary of the immediate parent company

Nanjing Yangzi Petrochemical Rubber Company Limited

   Subsidiary of the immediate parent company

Ningbo Eastsea Linefan Technology Company Limited

   Subsidiary of the immediate parent company

PetroChina International (Singapore) Pte. Ltd

   Subsidiary of the immediate parent company

Petro-Cyber Works Information Technology Company Limited

   Subsidiary of the immediate parent company

Qingdao Sinosun Management System Certification Center

   Subsidiary of the immediate parent company

Company Limited

  

Shanghai KSD Bulk Solids Engineering Company Limited

   Subsidiary of the immediate parent company

Shanghai Leader Catalyst Company Limited

   Subsidiary of the immediate parent company

Shengli Oil Field Exploration And Development Research Institute

   Subsidiary of the immediate parent company

Sinopec Beijing Research Institute of Chemical Industry

   Subsidiary of the immediate parent company

Sinopec Catalyst Company Limited

   Subsidiary of the immediate parent company

Sinopec Chemical Commercial Holding (Hong Kong) Company Limited

   Subsidiary of the immediate parent company

Sinopec Chemical Commercial Holding Company Limited

   Subsidiary of the immediate parent company

Sinopec Dalian (Fushun) Research Institute of Petroleum and

   Subsidiary of the immediate parent company

Petrochemicals

  

Sinopec Europe Company Limited

   Subsidiary of the immediate parent company

Sinopec Group Beijing Yanshan Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Honeywell (Tianjin) Company Limited

   Subsidiary of the immediate parent company

Sinopec Japan Company Limited

   Subsidiary of the immediate parent company

Sinopec Lubricating Oil Shanghai Research Institute Company Limited

   Subsidiary of the immediate parent company

Sinopec Materials & Equipment (East China) Company Limited

   Subsidiary of the immediate parent company

Sinopec Refinery Product Sales Company Limited

   Subsidiary of the immediate parent company

Sinopec Research Institute of Petroleum Processing

   Subsidiary of the immediate parent company

Sinopec Safety Engineering Institute

   Subsidiary of the immediate parent company

 

388


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (4)

Information on other related parties (continued)

 

Names of other related parties

  

Relationship with the Company

Sinopec Shanghai Research Institute of Petrochemical Technology

   Subsidiary of the immediate parent company

Sinopec Shanghai Gaoqiao Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Yangzi Petrochemical Company Limited

   Subsidiary of the immediate parent company

Sinopec Yizheng Chemical Fibre Company Limited

   Subsidiary of the immediate parent company

Sinopec International Company Limited

   Subsidiary of the immediate parent company

Sinopec Nanjing valve supply reserve centers

   Subsidiary of the immediate parent company

Sinopec Qingdao Refining & Chemical Company Limited

   Subsidiary of the immediate parent company

Storage And Transportation Installation Company of Ningbo Engineering Company Limited

   Subsidiary of the immediate parent company

Unipec (Ningbo) International Logistics Company Limited

   Subsidiary of the immediate parent company

Unipec America, Inc

   Subsidiary of the immediate parent company

Unipec Singapore

   Subsidiary of the immediate parent company

Zhoushan Shihua Crude Oil Terminal Company Limited

   Subsidiary of the immediate parent company

BASF-YPC Company Limited

   Joint venture of the immediate parent company

Zhejiang Baling Hengyi Caprolactam Limited Company

   Joint venture of the immediate parent company

Beijing Petrochemical Engineering Consulting Company Limited

   Subsidiary of the ultimate parent company

Beijing Shihua Hotel

   Subsidiary of the ultimate parent company

Beijing Victory Hotel Company Limited

   Subsidiary of the ultimate parent company

China Petrochemical Press Company Limited

   Subsidiary of the ultimate parent company

Jiangsu Jinling Opta Polymer Company Limited

   Subsidiary of the ultimate parent company

National Petrochemical Project Risk Assessment Technology Center

   Subsidiary of the ultimate parent company

Petrochemical Engineering Quality Supervision Centre

   Subsidiary of the ultimate parent company

Shanghai Petrochemical Machinery Manufacture Limited Company

   Subsidiary of the ultimate parent company

Shanghai Petrochemical Seawall Management Office

   Subsidiary of the ultimate parent company

Shanghai Sanopec Company Limited

   Subsidiary of the ultimate parent company

Sinopec Assets Management Corporation

   Subsidiary of the ultimate parent company

Sinopec Consulting Company Limited

   Subsidiary of the ultimate parent company

Sinopec Economics & Development Research Institute

   Subsidiary of the ultimate parent company

Sinopec Energy Saving Technology Service Company Limited

   Subsidiary of the ultimate parent company

Sinopec Engineering Incorporation

   Subsidiary of the ultimate parent company

Sinopec Finance

   Subsidiary of the ultimate parent company

Sinopec Group Shanghai Training Center

   Subsidiary of the ultimate parent company

Sinopec International Travel Service Company Limited

   Subsidiary of the ultimate parent company

Sinopec Luoyang Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Management Institute

   Subsidiary of the ultimate parent company

Sinopec Nanjing Chemical Industries Company Limited

   Subsidiary of the ultimate parent company

Sinopec Nanjing Engineering Company Limited

   Subsidiary of the ultimate parent company

 

389


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (4)

Information on other related parties (continued)

 

Names of other related parties

  

Relationship with the Company

Sinopec News

   Subsidiary of the ultimate parent company

Sinopec Ningbo Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Petroleum Commercial Reserve Company Limited

   Subsidiary of the ultimate parent company

Sinopec Shanghai Engineering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Shared Services Company Limited

   Subsidiary of the ultimate parent company

Sinopec Tendering Company Limited

   Subsidiary of the ultimate parent company

Sinopec Zhongyuan Oilfield

   Subsidiary of the ultimate parent company

Sinopec (Shenzhen) E-Commerce Company Limited

   Subsidiary of the ultimate parent company

The Fifth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

The Fourth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

The Tenth Construction Company of Sinopec

   Subsidiary of the ultimate parent company

Yihua Tory Polyester Film Company Limited

   Subsidiary of the ultimate parent company

 

  (5)

Major related party transactions

Most of the transactions undertaken by the Group during the year ended 31 December 2019 have been affected on such terms as determined by Sinopec Corp. and relevant PRC authorities.

Sinopec Corp. negotiates and agrees the terms of crude oil supply with suppliers on a group basis, which is then allocated among its subsidiaries, including the Group, on a discretionary basis. Sinopec Corp. also owns a widespread petroleum products sales network and possesses a fairly high market share in domestic petroleum products market, which is subject to extensive regulation by the PRC government.

The Group has entered into a mutual product supply and sales services framework agreement with Sinopec Corp. Pursuant to the agreement, Sinopec Corp. provides the Group with crude oil, other petrochemical raw materials and agent services. On the other hand, the Group provides Sinopec Corp. with petroleum products, petrochemical products and property leasing services.

 

390


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (5)

Major related party transactions (continued)

The pricing policy for these services and products provided under the agreement is as follows:

 

   

If there are applicable State (central and local government) tariffs, the pricing shall follow the State tariffs;

 

   

If there are no State tariffs, but there are applicable State’s guidance prices, the pricing shall follow the State’s guidance prices; or

 

   

If there are no State tariffs or State’s guidance prices, the pricing shall be determined in accordance with the prevailing market prices (including any bidding prices).

In addition to the related transaction disclosed in Note4(11), Note4(36), Note4(46), other major related transactions between the Group and its related parties are as follows:

 

  (a)

Purchases and sales of goods, rendering and receiving services

Purchases of goods and receiving services:

 

                 2019     2018  

Name of Related Parties

   Category    Transaction type      Amount      Percentage
of the same
category
    Amount      Percentage
of the same
category
 

Sinopec Corp., its subsidiaries and joint ventures

   Purchases      Trade        53,466,205        75.91     53,172,457        74.80

Sinopec Group and its subsidiaries

   Purchases      Trade        1,918,873        2.72     2,253,446        3.17

Associates of the Group

   Purchases      Trade        4,176,261        5.93     3,598,746        5.06

Joint ventures of the Group

   Purchases      Trade        403,708        0.57     383,983        0.54

Key management personnel

   Short-term
employee

benefits

    
Compensation
for services
 
 
     9,120        0.50     7,561        0.42

Key management personnel

   Retirement
scheme
contributions
    
Compensation
for services
 
 
     225        0.01     159        0.01

 

391


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (5)

Major related party transactions (continued)

 

  (a)

Purchases and sales of goods, rendering and receiving services (continued)

Sales of goods, rendering services:

 

                 2019     2018  

Name of Related Parties

   Category    Transaction
type
     Amount      Percentage
of the same
category
    Amount      Percentage
of the same
category
 

Sinopec Corp., its subsidiaries and joint ventures

   Sales/Service
income
     Trade        58,996,676        58.79     56,322,097        52.26

Sinopec Group and its subsidiaries

   Sales/Service
income
     Trade        7,724        0.01     11,486        0.01

Associates of the Group

   Sales/Service
income
     Trade        2,661,405        2.05     3,896,689        3.62

Joint ventures of the Group

   Sales      Trade        182,504        0.18     233,606        0.22

 

  (b)

Lease

The Group as lessor:

 

Related Parties as leasee

  

Type of leasing

   Rental income
2019
     Rental income
2018
 

Sinopec Corp., its subsidiaries and joint ventures

   Properties and equipments      31,972        29,551  

Associates of the Group

   Equipments      5,985        —    

Joint ventures of the Group

   Equipments      5,385        —    

Sinopec Group and its subsidiaries

   Properties      461        —    
     

 

 

    

 

 

 
        43,803        29,551  
     

 

 

    

 

 

 

 

392


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (5)

Major related party transactions (continued)

 

  (b)

Lease (continued)

The added right-of-use assets of the Group as leasee in the current year:

 

Related Parties as lessor

  

Type of leasing

   2019      2018  

Sinopec Group and its subsidiaries

  

Properties, lands and equipments

     25,935        —    

Associates of the Group

  

Properties

     702        —    
     

 

 

    

 

 

 
        26,637        —    
     

 

 

    

 

 

 

Lease liabilities intereset expense of the Group as lessor:

     
          2019      2018  

Sinopec Group and its subsidiaries

        2,285        —    

Associates of the Group

        19        —    
     

 

 

    

 

 

 
        2,304        —    
     

 

 

    

 

 

 

 

  (c)

Related party funding

In the year of 2019, there has no borrowing of the Group from Sinopec Finance Co., Ltd. (year of 2018: RMB50,000 thousand).

In the year of 2019, there has no repayment of the Group to Sinopec Finance Co., Ltd. (year of 2018: RMB50,000 thousand).

 

393


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (5)

Major related party transactions (continued)

 

  (d)

Other related transactions

 

    

Transaction Type

   2019      2018  

Sinopec Group and its subsidiaries

   Insurance premiums      108,223        121,329  

Sinopec Group and its subsidiaries

   Rental cost      —          59,160  

Sinopec Group and its subsidiaries

   Depreciation of right-of-use assets      80,552        —    

Associates of the Group

   Depreciation of right-of-use assets      88        —    

Sinopec Finance Company Limited

   Interests received and receivable      1,295        610  

Sinopec Finance Company Limited

   Interests paid and payable      —          1,326  

Sinopec Group and its subsidiaries

   Construction and installation cost      143,560        109,146  

Sinopec Corp., its subsidiaries and joint ventures

   Sales commission      125,619        139,838  

 

394


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (6)

Receivables from and payables to related parties

Receivables from related parties:

 

          31 December 2019      31 December 2018  

Cash at bank and on hand

  

Sinopec Finance Company Limited

     67,015        22,082  
     

 

 

    

 

 

 

Accounts receivable

  

Sinopec Corp., its subsidiaries and joint ventures

     1,461,030        2,074,344  
  

Associates of the Group

     57,664        121,847  
  

Joint ventures of the Group

     483        19,176  
  

Sinopec Group and its subsidiaries

     —          457  
     

 

 

    

 

 

 
        1,519,177        2,215,824  
     

 

 

    

 

 

 

Other receivables

  

Associates of the Group

     1,831        1,859  
  

Joint ventures of the Group

     179        179  
  

Sinopec Corp., its subsidiaries and joint ventures

     —          1,145  
     

 

 

    

 

 

 
        2,010        3,183  
     

 

 

    

 

 

 

Advances to suppliers

  

Sinopec Corp., its subsidiaries

     44,806        67,242  
     

 

 

    

 

 

 

 

395


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (6)

Receivables from and payables to related parties (continued)

 

Payables to related parties:

 

          31 December 2019      31 December 2018  

Accounts payable

  

Sinopec Corp., its subsidiaries and joint ventures

     4,649,328        4,180,882  
  

Sinopec Group and its subsidiaries

     670,389        10,442  
  

Joint ventures of the Group

     155,322        223,204  
  

Associates of the Group

     46,855        56,857  
     

 

 

    

 

 

 
        5,521,894        4,471,385  
     

 

 

    

 

 

 

Notes payable

  

Sinopec Finance Company Limited

     60,000        —    
     

 

 

    

 

 

 

Other payables

  

Sinopec Group and its subsidiaries

     78,743        34,566  
  

Sinopec Corp., its subsidiaries and joint ventures

     42,028        51,826  
  

Joint ventures of the Group

     63        150  
  

Associates of the Group

     —          3,025  
     

 

 

    

 

 

 
        120,834        89,567  
     

 

 

    

 

 

 

Contract liabilities

  

Sinopec Corp., its subsidiaries and joint ventures

     5,026        6,255  
  

Sinopec Group and its subsidiaries

     327        126  
  

Joint ventures of the Group

     313        481  
     

 

 

    

 

 

 
        5,666        6,862  
     

 

 

    

 

 

 

Lease liabilities

  

Sinopec Group and its subsidiaries

     15,571        —    
  

Joint ventures of the Group

     698        —    
     

 

 

    

 

 

 
        16,269        —    
     

 

 

    

 

 

 

 

396


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

7

Related parties and related party transactions (continued)

 

  (7)

Commitments with related parties

Commitments with related parties contracted for by the Group at the balance sheet date but are not yet necessary to be recognized on the balance sheet are as follows:

 

  (a)

Construction and installation cost:

 

     31 December 2019      31 December 2018  

Sinopec Group and its subsidiaries

     156,309        16,011  

 

  (b)

Investment commitments with related parties

 

     31 December 2019      31 December 2018  

Capital contribution to Shanghai Secco (Note 8 (2)(i))

     111,263        111,263  

Capital contribution to Shidian Energy (Note 8 (2)(ii))

     80,000        —    
  

 

 

    

 

 

 
     191,263        111,263  
  

 

 

    

 

 

 

As at 31 December 2019 and 2018, except for the above disclosed, the Group and the Company had no other material commitments with related parties, which are contracted, but not included in the financial statements.

 

8

Commitments

 

  (1)

Capital commitments

Capital expenditures contracted for by the Group at the balance sheet date but are not yet necessary to be recognised on the balance sheet are as follows:

 

     31 December 2019      31 December 2018  

Purchase of fixed assets contracted but not provided for

     247,220        69,210  

 

397


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

8

Commitments (continued)

 

  (2)

Investment commitments

 

  (i)

The Company held the 18th meeting of the seventh board of directors on 5 December 2013, and reviewed and approved the capital increase of USD30,017,124 (about RMB182,804 thousand) for Shanghai secco based on the equity ratio of the affiliated company held by the Company. The Company will make capital contribution to Shanghai secco in equal amounts in stages.

As at 31 December 2019 and 2018, the Company has completed the first phase of its investment in Shanghai secco with totally RMB71,541 thousand. In accordance with the approval of Shanghai municipal commission of commerce received by Shanghai secco on 19 October 2015, the remaining capital contribution of the Company and other shareholders of Shanghai secco can be paid within the term of the joint venture of Shanghai secco.

 

  (ii)

Pursuant to the resolution of the board of directors of Toufa on 9 July 2019, Toufa agreed to make capital contribution of RMB400,000 thousands to acquire 40% share of Shidian Energy.

As at 31 December 2019, Toufa has contributed RMB320,000 thousands to Shidian Energy, and the rest of the capital contribution to Shidian Energy should be paid before January 2022 in accordance with the agreement.

 

9

Financial instrument and risk

The Group’s activities expose it to a variety of financial risks: market risk (primarily currency risk and interest rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.

 

  (1)

Market risk

 

  (a)

Foreign exchange risk

The Group’s major operational activities are carried out in Mainland China and a majority of the transactions are denominated in RMB. Neverthless the Group is exposed to foreign exchange risk arising from the recognised assets and liabilities, and future transactions denominated in foreign currencies, primarily with respect to US dollars. The Group’s finance department at its headquarters is responsible for monitoring the amount of assets and liabilities, and transactions denominated in foreign currencies to minimise the foreign exchange risk.

Therefore, the Group may sign forward foreign exchange contracts or foreign exchange option contracts to avoid foreign exchange risks. As at 31 December 2019 and 2018, the Group has not signed any currency swaps. As at 31 December 2019, Jinmao, a subsidiary of the group held 2 unexpired foreign exchange contracts which have the same value of RMB40,754 thousand. In comparison, as at 31 December 2018, the Company held 2 unexpired foreign exchange contracts which have the same value of RMB438,836 thousand. And Jinmao held 10 unexpired foreign exchange contracts which have the same value of RMB132,640 thousand.

 

398


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

9

Financial instrument and risk (continued)

 

  (1)

Market risk (continued)

 

  (a)

Foreign exchange risk (continued)

 

As at 31 December 2019, the amount of foreign currency financial assets and foreign currency financial liabilities held by the Group converted into RMB is listed as follows:

 

     31 December 2019  
     USD      Others      Total  

Financial assets in foreign currencies –

        

Cash at bank and on hand

     336,078        —          336,078  

FVOCI

     734,496        —          734,496  

Accounts receivable

     146,165        —          146,165  
  

 

 

    

 

 

    

 

 

 
     1,216,739        —          1,216,739  
  

 

 

    

 

 

    

 

 

 

Financial liabilities in foreign currencies –

        

Accounts payable

     1,582,042        —          1,582,042  
  

 

 

    

 

 

    

 

 

 

As at 31 December 2018, the amount of foreign currency financial assets and financial liabilities held by the Group coverted to RMB are listed below:

 

     31 December 2018  
     USD      Others      Total  

Financial assets in foreign currencies –

        

Cash at bank and on hand

     351,931        —          351,931  

FVOCI

     883,102        —          883,102  

Accounts receivable

     94,046        —          94,046  
  

 

 

    

 

 

    

 

 

 
     1,329,079        —          1,329,079  
  

 

 

    

 

 

    

 

 

 

Financial liabilities in foreign currencies –

        

Short term loan

     431,649        —          431,649  

Accounts payable

     1,716,226        —          1,716,226  

Other payables

     226        —          226  
  

 

 

    

 

 

    

 

 

 
     2,148,101        —          2,148,101  
  

 

 

    

 

 

    

 

 

 

 

399


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

9

Financial instrument and risk (continued)

 

  (1)

Market risk (continued)

 

  (a)

Foreign exchange risk (continued)

 

As at 31 December 2019, if the foreign currencies had strengthened/weakened by 5% against RMB with all other variables held constant, the Group’s net profit for the year would have been 13,699 thousand increased/ decreased (As at 31 December 2018, RMB30,713 thousand).

 

  (b)

Interest rate risk

The interest rate risk of the Group is mainly generated by short-term borrowing. Financial liabilities with floating interest rate make the Group face interest rate risk of cash flow, while financial liabilities with fixed interest rate make the Group face interest rate risk of fair value. The Group determines the relative proportions of fixed and floating rate contracts in accordance with prevailing market conditions. As at 31 December 2019, the total amount of the floating rate contract in the Group’s borrowing is RMB47,600 thousand(As at 31 December 2018: RMB497,249 thousand).

The financial department of the Group headquarters continuously monitors the interest rate level of the Group. Higher interest rates would increase the cost of the new interest-bearing debt and the Group has not yet been paid to the floating interest at a pre-determined rate of interest-bearing debt payments, and our group’s financial performance have a significant adverse impact, management is on the basis of the latest market situation to adjust in time, the adjustment of interest rate swap arrangements may be carried out to reduce the interest rate risk. There is no interest rate swap arrangement for the Group in 2019 and 2018.

As at 31 December 2019, if interest rates on the floating rate borrowings had risen/fallen by 50 basis points while all other variables had been held constant, the Group’s net profit would have decreased/increased by approximately RMB179 thousand(As at 31 December 2018, RMB1,865 thousand).

 

  (2)

Credit risk

Credit risk is managed on the Grouping basis. Credit risk mainly arises from cash at bank, accounts receivable, other receivables, notes receivable etc.

The Group expects that there is no significant credit risk associated with cash at bank since they are deposited at state-owned banks and other medium or large size listed banks. Management does not expect that there will be any significant losses from non-performance by these counterparties.

 

400


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

9

Financial instrument and risk (continued)

 

  (2)

Credit risk (continued)

 

In addition, the Group has policies to limit the credit exposure on accounts receivable, other receivables and notes receivable. The Group assesses the credit quality of and sets credit limits on its customers by taking into account their financial position, the availability of guarantee from third parties, their credit history and other factors such as current market conditions. The credit history of the customers is regularly monitored by the Group. In respect of customers with a poor credit history, the Group will use written payment reminders, or shorten or cancel credit periods, to ensure the overall credit risk of the Group is limited to a controllable extent.

As at 31 December 2019 and 2018, the Group has no collateral or other credit enhancement held as a result of a material debtor’s mortgage.

 

  (3)

Liquidity risk

Cash flow forecasting is performed by each subsidiary of the Group and aggregated by the Group’s finance department in its headquarters. The Group’s finance department at its headquarters monitors rolling forecasts of the Group’s short-term and long-term liquidity requirements to ensure it has sufficient cash and securities that are readily convertible to cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities from major financial institutions so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities to meet the short-term and long-term liquidity requirements.

As at 31 December 2019, the Group had facilities up to RMB21,258,288 thousand to issue letters of credit, of which RMB17,601,233 thousand was unutilised.

 

401


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

9

Financial instrument and risk (continued)

 

  (3)

Liquidity risk (continued)

 

The financial assets and liabilities of the Group at the balance sheet date are analysed by their maturity date below at their undiscounted contractual cash flows:

 

     31 December 2019  
     Within 1 year      1 to 2 years      2 to 5 years      Over 5 years      Total  

Short-term borrowings

     1,575,176        —          —          —          1,575,176  

Lease liabilities

     11,700        8,846        2,435        495        23,476  

Derivative financial liability

     799        —          —          —          799  

Accounts payable

     7,664,296        —          —          —          7,664,296  

Notes payable

     733,900        —          —          —          733,900  

Other payables

     867,967        —          —          —          867,967  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     10,853,838        8,846        2,435        495        10,865,614  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     31 December 2018  
     Within 1 year      1 to 2 years      2 to 5 years      Over 5 years      Total  

Short-term borrowings

     501,435        —          —          —          501,435  

Derivative financial liability

     11,005        —          —          —          11,005  

Accounts payable

     7,394,383        —          —          —          7,394,383  

Other payables

     785,260        —          —          —          785,260  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     8,692,083        —          —          —          8,692,083  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

402


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

10

Fair value estimation

The level in which fair value measurement is categorised is determined by the level of the fair value hierarchy of the lowest level input that is significant to the entire fair value measurement:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the asset or liability.

 

  (1)

Financial assets measured at fair value

As at 31 December 2019, continuing assets and liabilities measured at fair value are presented in the above three levels as follows:

 

     Level 1      Level 2      Level 3      Total  

Financial assets

           

Trading financial assets – Structured deposit

     —          —          3,318,407        3,318,407  

Financial assets at fair value through other comprehensive income

           

– FVOCI

     —          1,540,921        —          1,540,921  

– Other equity instrument investments

     —          —          5,000        5,000  

Derivative financial asset – Foreign exchange option contract

     —          263        —          263  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          1,541,184        3,323,407        4,864,591  
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial liabilities

           

Derivative financial liability – Foreign exchange option contracts

     —          799        —          799  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

403


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

10

Fair value estimation (continued)

 

  (1)

Financial assets measured at fair value (continued)

 

As at 31 December 2018, the assets and liabilities continuously measured at fair value are listed as follows according to the above three levels:

 

     Level 1      Level 2      Level 3      Total  

Financial assets

           

Trading financial assets – Structured deposit

     —          —          2,719,811        2,719,811  

Financial assets at fair value through other comprehensive income

           

– FVOCI

     —          1,672,431        —          1,672,431  

Derivative financial asset – Foreign exchange option contract

     —          7,468        —          7,468  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          1,679,899        2,719,811        4,399,710  
  

 

 

    

 

 

    

 

 

    

 

 

 

Financial Liability

           

Derivative financial liability – Forward foreign exchange contracts

     —          11,005        —          11,005  
  

 

 

    

 

 

    

 

 

    

 

 

 

In the year of 2019, there is no transition between levels of the Group (2018: Nil).

The Group uses discounted cash flow model with inputted interest rate, which were influenced by historical fluctuation and the probability of market fluctuation, to evaluate the fair value of the structured deposits classified as Level 3 financial assets.

 

  (2)

Financial assets and financial liabilities not measured at fair value but disclosed it

Financial assets and liabilities measured at amortised cost mainly include notes receivable, trade receivables and other receivables, current portion of entrust lendings, short-term borrowings, trade and other payables, notes payable.

As at 31 December 2019 and 2018, the carrying amount of these financial assets and financial liabilities not measured at fair value are a reasonable approximation of their fair value.

 

404


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

11

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group’s total capital is calculated as ‘shareholder’s equity’ and ‘total liabilities’ as shown in the consolidated balance sheet. The Group is not subject to external mandatory capital requirements, and monitors capital on the basis of gearing ratio.

As cash and cash equivalents exceed total borrowings, which was resulted primarily from the significantly improved profitability and the early repayment of some bank loans before its maturity, there was no net debt as at 31 December 2019 and 2018.

 

12

Notes to financial statement

 

  (1)

Trading financial asset

 

     31 December 2019      31 December 2018  

Structured deposit

     3,318,407        2,519,100  

 

  (2)

Accounts receivable

 

     31 December 2019      31 December 2018  

Amounts due from related parties

     1,308,335        2,051,539  

Amounts due from third parties

     2,114        1,924  
  

 

 

    

 

 

 
     1,310,449        2,053,463  

Less: provision for bad debts

     —          (54
  

 

 

    

 

 

 
     1,310,449        2,053,409  
  

 

 

    

 

 

 

 

405


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (2)

Accounts receivable (continued)

 

  (a)

The ageing of accounts receivable is analysed as follows:

 

     31 December 2019      31 December 2018  

Within one year

     1,310,449        2,053,369  

Over one year but within two years

     —          42  

Over two years but within three years

     —          27  

Over three years

     —          25  
  

 

 

    

 

 

 
     1,310,449        2,053,463  
  

 

 

    

 

 

 

 

  (b)

As at 31 December 2019, the top five receivables collected by the arrears are summarized and analyzed as follows:

 

     Amount      Provision      Percent of
total amount
 

The total amount of accounts receivable in the top five accounts

     1,296,025        —          99

 

  (c)

In the year of 2019, the Company has no accounts receivable that are terminated due to the transfer of financial assets.

 

406


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (2)

Accounts receivable (continued)

 

  (d)

Provision

 

     31 December 2019      31 December 2018  

Provision of Accounts receivable

     —          54  

For notes receivable and accounts receivable, whether or not there is significant financing component, the Group shall measure the loss reserve according to the expected credit loss of the whole duration.

 

  (i)

As at 31 December 2019, the Group has no notes receivable and accounts receivable of single provision for bad debts.

 

  (ii)

As at 31 December 2019, the Group has no pledged accounts receivable (As at 31December 2018: Nil).

 

  (iii)

In the year of 2019, the Group does not have a large proportion of bad debt provision that has been fully withdrawn or withdrawn in previous years, but the accounts receivable that have been fully recovered or transferred in this year, or a large proportion of accounts receivable that have been recovered or transferred in this year (2018: Nil).

 

  (e)

Significant unwritten accounts receivable of the Group for the year 2019 (2018: Nil).

 

  (3)

Other receivables

 

     31 December 2019      31 December 2018  

Amounts due from related parties

     2,010        860,974  

Amounts due from third parties

     870,558        93,139  
  

 

 

    

 

 

 
     872,568        954,113  

Less: provision for bad debts

     (857,931      (857,931
  

 

 

    

 

 

 
     14,637        96,182  
  

 

 

    

 

 

 

 

407


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (3)

Other receivables (continued)

 

  (a)

Provision movement

 

     First Stage      Third Stage     Total  
                                        Expected credit loss  
     Expected credit loss      Expected credit loss             over the duration  
     in the next 12 months      in the next 12 months             (credit impairment has  
     (Combined)      (Single)      Total      occurred)  
     Book value      Provision      Book value      Provision      Provision      Book value      Provision     Provision  

31 December 2018

     96,182        —          —          —          —          857,931        (857,931     (857,931

Add

     —          —          —          —          —          —          —         —    

Less

     —          —          —          —          —          —          —         —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

31 December 2019

     14,637        —          —          —          —          857,931        (857,931     (857,931
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

As at 31 December 2019, the Company’s receivable from Jinyong Co., Ltd, a subsidiary within the scope of merger, is RMB857,791 thousand. Jinyong Co., Ltd began to stop production in August 2008 and started bankruptcy and liquidation procedure in August 2019. The Company believes that these other receivables are difficult to recover, and hence the full provision for bad debt.

 

  (b)

In the year of 2019, the Group does not have a large proportion of bad debt provision that has been fully withdrawn or withdrawn in previous years, but other accounts receivable that have been fully recovered or transferred in in this financial year, or a large proportion of other accounts receivable that have been recovered or transferred in in this financial year (2018: Nil)

 

  (c)

As at 31 December 2019, the top five other receivables are as follows:

 

    

Nature

   Amount     

Ageing

   Percentage
of total other
receivables
    Provision for
bad debts
 

Jinyong Co.,Ltd

   Reimbursed expenses      857,791      More than 3 years      98.3     (857,791

Shanghai Bank Co., Ltd. Jinshan branch

   Interest receivables      6,372      Within one year      0.7     —    

China CITIC Bank Co., Ltd. Shanghai branch

   Interest receivables      3,255      Within one year      0.4     —    

BOC

   Accounts balance      1,830      Within one year      0.2     —    

China Nuclear Industry Fifth Construction Co., Ltd

   Accounts balance      648      Within one year      0.1     —    
     

 

 

       

 

 

   

 

 

 
        869,896           99.7     (857,791
     

 

 

       

 

 

   

 

 

 

 

408


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (4)

Long-term equity investment

 

     31 December 2019      31 December 2018  

Subsidiaries (a)

     1,848,328        1,718,007  

Associates (b)

     4,641,570        4,271,820  
  

 

 

    

 

 

 
     6,489,898        5,989,827  

Minus: Provision for Long-term equity investment

     —          (227,500
  

 

 

    

 

 

 
     6,489,898        5,762,327  
  

 

 

    

 

 

 

 

  (a)

Subsidiaries

 

     31 December
2018
     Additional/
negative
investment
    31 December
2019
     Impairment
provision
     Cash dividends
declared in
current year
 

Toufa (i)

     1,473,675        357,821       1,831,496        —          —    

Jinyong (Note 5(1))

     227,500        (227,500     —          —          —    

Jinmao

     16,832        —         16,832        —          10,000  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     1,718,007        130,321       1,848,328        —          10,000  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

  (i)

Pursuant to the resolution of the shareholders’ meeting on 25 June 2019, the Company has contributed long-term assets which equal to RMB29,878 thousand and RMB327,943 thousand cash to Toufa.

 

  (b)

Associates

The information relating to the associates of the Company is disclosed in Note 4(11)(b).

 

409


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (5)

Property, plant and equipment

 

     Buildings      Plant and
machinery
     Vehicles
and other
equipment
     Total  

Cost

           

31 December 2018

     3,124,185        40,496,125        1,733,409        45,353,719  

Reclassification in current year

     23,103        (96,394      73,291        —    

Increase

           

Purchase

     —          98,598        13,150        111,748  

Transfer from investment properties

     10,547        —          —          10,547  

Transfer from construction in progress

     26,655        999,388        96,228        1,122,271  

Decrease

           

Transfer to investment properties

     (33,017      (848,788      (112,749      (994,554

Disposal

     (18,076      —          —          (18,076

31 December 2019

     3,133,397        40,648,929        1,803,329        45,585,655  

Accumulated depreciation

           

31 December 2018

     2,131,208        29,496,930        1,413,019        33,041,157  

Reclassification in current year

     6,708        (13,790      7,082        —    

Increase

           

Current year charges

     82,948        1,341,228        66,015        1,490,191  

Transfer from investment properties Decrease

     3,623        —          —          3,623  

Current year disposal

     (31,174      (731,112      (109,097      (871,383

Transfer to investment properties

     (6,207      —          —          (6,207

31 December 2019

     2,187,106        30,093,256        1,377,019        33,657,381  

Provision for impairment

           

31 December 2018

     50,785        794,370        8,074        853,229  

Current year charges

           

Decrease in current year

     —          (48,397      —          (48,397

31 December 2019

     50,785        745,973        8,074        804,832  

Carrying amount

           

31 December 2019

     895,506        9,809,700        418,236        11,123,442  

31 December 2018

     942,192        10,204,825        312,316        11,459,333  

 

410


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (5)

Property, plant and equipment (continued)

 

In 2019, no provision for impairment of the Company was made. In the year of 2018, the Company and its subsidiaries made impairment provision of RMB58,652 thousand against these property, plant and equipment which will be redundant and replaced by new facilities.

In 2019, the Company write-off RMB48,397 thousand provision for impairment by disposing acrylonitrile and sodium cyanide equipment which has impairment (2018: Nil).

As at 31 December 2019 and 2018, the Company has no fixed assets as collateral.

In 2019, depreciation of fixed assets depreciation amount of RMB1,490,191 thousand (2018: RMB1,532,232 thousand), which included in the cost of sales, selling and administrative expenses, general and administrative expenses and R&D expenses of depreciation expense is RMB1,398,124 thousand, RMB9,145 thousand, RMB77,977 thousand and RMB4,945 thousand respectively (2018: RMB1,448,173 thousand, RMB9,092 thousand, RMB74,967 thousand and RMB0 respectively).

In 2019, the costs of fixed assets transferred from construction in progress is RMB1,122,271 thousand (2018: RMB340,957 thousand).

 

  (6)

Revenue and cost of sales

 

     2019      2018  

Main operation revenue (a)

     77,660,191        79,667,886  

Other operation revenue

     450,672        448,217  
  

 

 

    

 

 

 
     78,110,863        80,116,103  
  

 

 

    

 

 

 
     2019        2018  

Main operation cost (a)

     61,533,595        59,296,153  

Other operation cost

     325,213        344,874  
  

 

 

    

 

 

 
     61,858,808        59,641,027  
  

 

 

    

 

 

 

 

411


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (6)

Revenue and cost of sales (continued)

 

  (a)

Revenue and cost of sales

The Company’s main business belongs to the petrochemical industry.

Product analysis as follows:

 

     2019      2018  
     Revenue      Cost of sales      Revenue      Cost of sales  

Synthetic fiber

     2,200,229        2,486,042        2,225,594        2,519,148  

Resin and plastic

     8,861,740        7,723,686        9,500,495        7,749,846  

Intermediate petrochemical products

     11,239,062        9,765,538        12,483,945        9,405,844  

Petroleum products

     54,886,705        41,145,034        54,972,598        39,211,220  

Other products

     472,455        413,295        485,254        410,095  
  

 

 

    

 

 

    

 

 

    

 

 

 
     77,660,191        61,533,595        79,667,886        59,296,153  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  (7)

Investment income

 

     2019      2018  

Investment accounted for using the cost method (a)

     6,733        10,099  

Investment accounted for using the equity method (b)

     899,926        816,631  

Structured deposit income

     84,848        —    

Foreign exchange option contract loss

     (18,749      —    
  

 

 

    

 

 

 
     972,758        826,730  
  

 

 

    

 

 

 

There are no severe restrictions on the investee’s ability to transfer investment income to the Company.

 

  (a)

Income from long-term equity investments accounted for using the cost method is as follow:

 

     2019      2018  

Jinmao

     6,733        10,099  

 

412


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (7)

Investment income (continued)

 

  (b)

Income from long-term equity investments accounted for using the equity method is as follow:

 

     2019      2018  

Shanghai Secco Petrochemical Company Limited

     676,717        645,736  

Shanghai Chemical Industrial Park Development Company Limited

     223,209        170,895  
  

 

 

    

 

 

 
     899,926        816,631  
  

 

 

    

 

 

 

 

  (8)

Supplementary information on cash flow statements

 

  (a)

Reconciliation from net profit to cash flow from operating activities

 

     2019      2018  

Net profit

     1,998,400        5,095,458  

Add: Provisions for assets impairment

     70,248        153,247  

Provisions for credit impairment

     (54      73  

Depreciation of investment properties

     15,738        15,575  

Depreciation of fixed assets

     1,490,191        1,532,232  

Depreciation of right-of-use assets

     84,472        —    

Amortisation of intangible assets

     6,546        15,648  

Amortization of long-term deferred expense

     208,351        220,115  

Losses on disposal of fixed assets

     3,506        24,648  

Gains from fair value changes

     (2,153      (16,254

Financial income net

     (320,160      (347,551

Investment income

     (972,758      (826,730

(Increase)/decrease in deferred tax assets

     (29,511      2,790  

Decrease in deferred income

     (10,437      (10,437

Decrease/(increase) in inventories

     1,062,532        (1,599,773

Decrease/(increase) in operating receivables

     546,668        (341,034

Increase in operating payables

     721,367        2,783,908  

Increase of reserve

     —          57,135  

Share-based payments expense

     —          (13,004
  

 

 

    

 

 

 

Net cash inflow generated from operating activities

     4,872,946        6,746,046  
  

 

 

    

 

 

 

 

413


Table of Contents

Notes to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

12

Notes to financial statement (continued)

 

  (8)

Supplementary information on cash flow statements (continued)

 

  (b)

Net increase in cash and cash equivalents

 

     2019      2018  

Cash and cash equivalents balance at the end of the year

     5,754,440        7,619,013  

Less: cash and cash equivalents balance at the beginning of the year

     (7,619,013      (6,268,493
  

 

 

    

 

 

 

Net (decrease)/increase in cash and cash equivalents

     (1,864,573      1,350,520  
  

 

 

    

 

 

 

 

13

Subsequent event

 

  (1)

Profit distribution

According to the resolution of the board of directors on 25 March 2020, the board of directors proposed that the Company should pay a cash dividend of RMB0.12 per share (tax included) to all shareholders, and the total cash dividend should be RMB1,298,858 thousand based on the number of 10,823,813,500 shares already issued. The above proposal is subject to the approval of the general meeting of shareholders.

 

  (2)

Impact assessment of COVID-19 outbreaks

Following the outbreak of Coronavirus Disease 2019 (“the COVID-19 outbreak”) in early 2020, a series of precautionary and control measures have been and continued to be implemented across the country, including extension of the Chinese New Year holiday nationwide, postponement of work resumption after the Chinese New Year holiday in some regions, certain level of restrictions and controls over the travelling of people and traffic arrangements, quarantine of certain residents, heightening of hygiene and epidemic prevention requirements in factories and offices and encouraged social distancing.

Due to the COVID-19 outbreak and corresponding control measures, the refinery processing volumes of the Group up to date of this report dropped compared with same period of prior year. Due to the COVID-19 outbreak and failing negotiation on reduction output of OPEC, global crude oil price decreased significantly and caused corresponding impact on operation of the Group.

As at the reporting date, the overall impact of the COVID-19 outbreak on the macro-economy was still unclear and the Group was not able to estimate its specific impact on the Group’s financial position. The Group will pay sustained attention to the follow-up status of COVID-19 outbreak, and take corresponding measures to further assess the impact on financial position and operating result.

 

414


Table of Contents

SUPPLEMENTARY INFORMATION TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

1

Non-recurring items

 

     2019      2018  

Gains on disposal of non-current assets

     158,551        172,508  

Government grants recognised through profits or losses

     79,678        126,329  

Structured deposit income

     86,848        —    

Accounts receivable discount loss

     (19,513      —    

Losses/(gains) on disposal of long-term equity investment

     (60,951      1,622  

Employee reduction expenses

     (45,394      (34,450

Gain from changes in fair values of derivative financial assets and liabilities

     1,597        13,537  

Income from external entrusted lendings

     —          11  

Foreign exchange options and foreign exchange forward contract (losses)/gains

     (15,316      983  

Other non-operating expenses other than those mentioned above

     (42,322      (55,092

Tax effect for the above items

     (5,997      (8,766

Effect on non-controlling interests after tax

     3,515        (7,079
  

 

 

    

 

 

 
     140,696        209,603  
  

 

 

    

 

 

 

Basis of preparation for extraordinary profit and loss

Pursuant to Announcement [2008] Explanatory Announcement No.1 on Information Disclosure for Companies Offering Their Securities to the Public issued by China Securities regulatory commission (CSRC), extraordinary profit and loss arises in various trading and issues that have no direct relation with the normal operations of a company, or that are related with normal operations but affect the users of the statement to make reasonable judgment of the Company’s operation performance and profitability due to the special and occasional nature of such trading and issues.

 

2

Reconciliation between financial statements prepared under CAS and IFRS

The Company is listed on the Hong Kong Stock Exchange. The Group prepared financial statements under International Financial Reporting Standards (“IFRS”) which are audited by PricewaterhouseCoopers. There are reconciliation items in the consolidated financial report prepared under CAS and IFRS, the reconciliation items and the amount are listed as follows:

 

     Net profit      Net assets  
     2019      2018      31 December
2019
     31 December
2018
 

Under CAS

     2,225,153        5,277,073        30,015,901        30,486,504  

Adjustments under IFRS –

           

Government grants (a)

     2,010        2,010        (22,053      (24,063

Safety production costs (b)

     2        57,135        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Under IFRS

     2,227,165        5,336,218        29,993,848        30,462,441  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

415


Table of Contents

Supplementary Information to the Financial Statements (continued)

For the year ended 31 December 2019

(All amounts in thousands of Renminbi Yuan unless otherwise stated)

[English translation for reference only]

 

2

Reconciliation between financial statements prepared under CAS and IFRS (continued)

 

Notes in relation to the reconciliation items:

 

  (a)

Government grants

Under CAS, government subsidies defined as capital contributions according to the relevant government requirements are not considered a government grant, but instead should be recorded as an increase in capital reserves.

Under IFRS, such grants are offset against the cost of asset to which the grants are related. Upon transfer to property, plant and equipment, the grant is recognised as income over the useful life of the property, plant and equipment by way of a reduced depreciation charge.

 

  (b)

Safety production costs

Under CAS, safety production costs should be recognised in profit or loss with a corresponding increase in reserve according to PRC regulations. Such reserve is reduced for expenses incurred for safety production purposes or, when safety production related fixed assets are purchased, is reduced by the purchased cost with a corresponding increase in the accumulated depreciation. Such fixed assets are not depreciated thereafter. Under IFRS, expenses are recognised in profit or loss when incurred, and property, plant and equipment are depreciated with applicable methods.

 

3

Return on net assets and earnings per share

 

     Weighted average return      Earnings per share  
     on net assets (%)      Basic (RMB)      Diluted (RMB)  
     2019      2018      2019      2018      2019      2018  

Net profit attributable to shareholders of the Company

     7.143        16.211        0.205        0.488        0.205        0.488  

Net profit attributable to shareholders of the Company excluding non-recurring items

     6.726        15.567        0.193        0.468        0.193        0.468  

 

416


Table of Contents

Written Confirmation Issued by Directors, Supervisors and Senior Management

Pursuant to the requirements of Article 68 of the Securities Law and the relevant requirements of the Regulation on the Preparation of Information Disclosure Contents and Formats of Information Disclosure by Listed Companies No. 2 – Contents and Formats of Annual Reports (Revised in 2017) (《公開發行證券的公司信息披露內容與格式準則第2號〈年度報告的內容與格式〉》 (2017年修訂)), we, being Directors, Supervisors and senior management of the Company, having carefully studied and reviewed the Company’s 2019 annual report, are in the opinion that the Company was in strict compliance with the standardised regulations of financial system of joint stock companies. The 2019 annual report gave a true account of the financial position and operating results of the Company. The 2019 Auditor’s Reports of Sinopec Shanghai Petrochemical Company Limited issued by PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian LLP, respectively, are true and fair. We warrant that the information contained in the 2019 annual report is true, accurate and complete, and that there are no false or misleading statements contained in or material omissions from the report. We jointly and severally accept full responsibility for the authenticity, accuracy and completeness of the information contained in the report.

Signature:

Directors:

 

LOGO    LOGO    LOGO    LOGO
Wu Haijun    Jin Qiang    Zhou Meiyun    Jin Wenmin
LOGO    LOGO    LOGO    LOGO
Lei Dianwu    Mo Zhenglin    Zhang Yimin    Liu Yunhong
LOGO    LOGO      
Du Weifeng    Li Yuanqin      
Supervisors:         
LOGO    LOGO    LOGO    LOGO
Ma Yanhui    Chen Hongjun    Zhang Feng    Zhai Yalin
LOGO    LOGO      
Zheng Yunrui    Choi Ting Ki      
Senior Management:         
LOGO    LOGO    LOGO   
Guan Zemin    Huang Xiangyu    Huang Fei   

 

417


Table of Contents

Corporate Information

 

(I)

Corporate Information

 

  Chinese Name of the Company    中國石化上海石油化工股份有限公司
  Chinese Short Name of the Company    上海石化
  English Name of the Company    Sinopec Shanghai Petrochemical Company Limited
  Abbreviation of the English Name of the Company    SPC
  Legal Representative of the Company    Wu Haijun

 

(II)

Contact Persons and Contact Details

 

   

President, Acting Secretary to the Board

  

Securities Affairs Representative

  Name    Wu Haijun    Yu Guangxian
  Address    48 Jinyi Road, Jinshan    48 Jinyi Road, Jinshan
     District, Shanghai, PRC,    District, Shanghai, PRC,
     Postal Code: 200540    Postal Code: 200540
  Tel    8621-57943143    8621-57933728
  Fax    8621-57940050    8621-57940050
  E-mail    wuhaijun@spc.com.cn    yuguangxian@spc.com.cn

 

(III)

Basic Information

 

Registered Address    48 Jinyi Road, Jinshan District, Shanghai, PRC
Postal Code of Registered Address    200540
Business Address    48 Jinyi Road, Jinshan District, Shanghai, PRC
Postal Code of Business Address    200540
Principal Place of Business in Hong Kong    Room 605, Island Place Tower, 510 King’s Road, Hong Kong
Website of the Company    www.spc.com.cn
E-mail address    spc@spc.com.cn

 

(IV)

Information Disclosure and Access

 

Designated newspapers for the publication of the Company’s announcements

  

“Shanghai Securities News”, “China Securities Journal” and “Securities Times”

Websites for the publication of the Company’s annual reports

  

Shanghai Stock Exchange website, Hong Kong Stock Exchange website and the website of the Company

Place for access to the Company’s annual reports

  

Secretariat Office to the Board, 48 Jinyi Road, Jinshan District, Shanghai, PRC

 

(V)

Shares Profile of the Company

 

   

Share Type

  

Place of Listing

  

Stock Short Name

  

Stock Code

  A Shares    Shanghai Stock Exchange    上海石化    600688
  H Shares    Hong Kong Stock Exchange    SHANGHAI PECHEM    00338
  American Depository    New York Stock Exchange    SHI    –  
  Receipts (“ADR”)         

 

418


Table of Contents

Corporate Information (continued)

 

(VI)

Other Relevant Information

 

Auditors Engaged by the Company (Domestic)

Name

   PricewaterhouseCoopers Zhong Tian LLP

Address

   11/F, PricewaterhouseCoopers Center, 2 Corporate Avenue, 202
   Hu Bin Road, Huangpu District, Shanghai 200021, PRC

Signing Auditors

   Huang Zhejun, Chen Jiaojiao

Auditors Engaged by the Company (International)

Name

   PricewaterhouseCoopers

Address

   22/F, Prince’s Building, 10 Chater Road, Central, Hong Kong

Signing Auditors

   Chen Guangde

Legal Advisors:

  

PRC Law:

   Haiwen & Partners
   20th Floor, Fortune & Finance Center
   No.5 Dong San Huan Central Road
   Chaoyang District, Beijing, PRC
   Postal Code: 100020

Hong Kong Law:

   Freshfields Bruckhaus Deringer
   55th Floor, One Island East, Taikoo Place
   Quarry Bay, Hong Kong

United States Law:

   Morrison & Foerster
   425 Market Street
   San Francisco, California 94105-2482
   U.S.A.

Company Secretary:

   Chan Sze Ting

Authorised Representatives for Hong

   Wu Haijun, Chan Sze Ting

Kong Stock Exchange:

  

H Shares Share Registrar:

   Hong Kong Registrars Limited
   Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road
   East, Wanchai, Hong Kong

ADR Depositary:

   The Bank of New York Mellon
   Computershare
   P.O. Box 30170
   College Station, TX 77842-3170
   U.S.A.
   Number for International Calls: 1-201-680-6921
   Email: shrrelations@cpushareownerservices.com
   Website: www.mybnymdr.com

 

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Table of Contents

Documents for Inspection

 

  1.

Financial statements signed and sealed by the Chairman, the Chief Financial Officer and the Deputy Director of the Finance Department.

 

 

  2.

Original signed auditor’s report of the Certified Public Accountant.

 

 

  3.

Originals of all documents and announcements of the Company which were disclosed in the newspapers designated by CSRC during the Reporting Period.

 

 

  4.

Written confirmation of the annual report signed by the Directors, Supervisors and senior management.

 

Chairman: Wu Haijun

Date of approval by the Board: 25 March 2020

 

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Table of Contents

 

 

 

 

LOGO