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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 20-F/A

 

(Amendment No. 1)

 

(Mark One)

 

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022.

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT _____________

 

FOR THE TRANSITION PERIOD FROM _____________TO _____________

 

COMMISSION FILE NUMBER: 1-15138

 

中国石油化工股份有限公司

CHINA PETROLEUM & CHEMICAL CORPORATION

(Exact name of Registrant as specified in its charter)

 

The People’s Republic of China

(Jurisdiction of incorporation or organization)

 

22 Chaoyangmen North Street
Chaoyang District, Beijing, 100728
The People’s Republic of China
(Address of principal executive offices)

 

Mr. Huang Wensheng
22 Chaoyangmen North Street
Chaoyang District, Beijing, 100728
The People’s Republic of China
Tel: +86 (10) 5996 0028
Fax: +86 (10) 5996 0386
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12 (b) of the Act.

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange On Which Registered

None   None   None

 

Securities registered or to be registered pursuant to Section 12 (g) of the Act.

 

American Depository Shares, each representing 100 H Shares of par value RMB1.00 per share*

 

H Shares of par value RMB1.00 per share (not for trading, but only in connection with the registration of American Depository Shares)

 

* The American Depositary Shares program had been terminated as of December 5, 2022.

 

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act.

 

None
(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

H Shares, par value RMB1.00 per share 24,780,936,600

 

A Shares, par value RMB1.00 per share 95,115,471,046

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

x    Yes              ¨    No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

¨    Yes              x    No

 

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

x    Yes              ¨    No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

x    Yes              ¨    No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filerx   Accelerated filer ¨  Non-accelerated filer ¨  Emerging growth company ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ¨

International Financial Reporting Standards

as issued by the International Accounting Standards Board
x

Other ¨

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

¨     Item 17       ¨  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

¨    Yes               x    No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. *

 

¨    Yes              ¨    No

 

* This requirement does not apply to the registrant in respect of this filing.

 

Auditor Name:  Location:  Auditor Firm ID:
KPMG Huazhen LLP  Beijing, China  1186

 

 

 

 

 

 

EXPLANATORY NOTE

 

China Petroleum & Chemical Corporation (the “Company”) is filing this Amendment No. 1 (this “Amendment No. 1” or “Form 20-F/A”) to its Annual Report on Form 20-F for the fiscal year ended December 31, 2022, as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2023 (the “Original Annual Report”), solely for the purpose of amending and restating in its entirety “Item 16I - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections” in the Original Annual Report in response to certain comments from the staff of the SEC.

 

This Amendment No. 1 speaks as of the date of the Original Annual Report. Other than as set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate in any way the financial statements or any other item contained in the Original Annual Report as originally filed with the SEC. As a result, this Amendment No. 1 does not reflect any events that may have occurred after the filing of the Original Annual Report on April 28, 2023. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Annual Report and the Company’s other filings with, and reports furnished to, the SEC subsequent to April 28, 2023.

 

As required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is filing or furnishing the certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.

 

i

 

 

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

In May 2022, we were conclusively listed by the SEC as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (the “HFCAA”) following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. Our auditor, a registered public accounting firm headquartered in mainland China which the PCAOB was unable to inspect or investigate completely in 2021 because of a position taken by authorities in China, issued the audit report for us for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.

 

The Company’s controlling shareholder is Sinopec Group Company, which is in turn controlled by the State-owned Assets Supervision and Administration Commission of the State Council of China. For more details of the Sinopec Group Company, see “Item 4 Information on the Company – C. Organizational Structure.” Given that Sinopec Group Company holds 67.84% of the shares in the Company, Chinese governmental entity has a controlling financial interest in the Company and its subsidiaries, and owns, indirectly through the Company, the corresponding equity interests in the wholly-owned subsidiaries of the Company. In addition, the following table sets forth the information with respect to the shareholding structure of the Company’s principal subsidiaries disclosed under Note 39 to the consolidated financial statements included in this annual report that are not wholly owned by the Company as of December 31, 2022.

 

Principal Subsidiaries(1)  Shareholding by
the Company
(%)
   Shareholding by Other
Entities Controlled by PRC
Governmental Entities
(%)
   Shareholding
by Other
Entities
(%)
 
Sinopec Beihai Refining and Chemical Limited Liability Company  98.98%  1.02%  0%
ZhongKe (Guangdong) Refinery & Petrochemical Company Limited  90.30%  9.70%  0%
Sinopec Qingdao Refining and Chemical Company Limited  85.00%  15.00%  0%
Sinopec Marketing Company Limited  70.42%  11.60%  17.98%
Sinopec Kantons Holdings Limited  60.33%  N/A(2)     
Sinopec-SK (Wuhan) Petrochemical Company Limited  59.00%  6.00%  35.00%
Sinopec Shanghai Gaoqiao Petrochemical Co., Ltd.  55.00%  45.00%  0%
Sinopec Baling Petrochemical Co., Ltd.  55.00%  45.00%  0%
Sinopec Shanghai Petrochemical Company Limited  50.44%  N/A(3)     
Fujian Petrochemical Company Limited  50.00%  50.00%  0%

 

Notes:

 

1.Other than Sinopec Kantons Holdings Limited, which is incorporated in British Virgin Islands, all principal subsidiaries of the Company are incorporated in China. To the knowledge of the Company, no governmental entity of British Virgin Islands holds any shares in its principal subsidiaries set forth in the table above.

 

2.Sinopec Kantons Holdings Limited is a public company listed on the main board of the Hong Kong Stock Exchange. According to the annual report filed by Sinopec Kantons Holdings Limited with the Hong Kong Stock Exchange on April 14, 2023, as of December 31, 2022, the Company indirectly owned 60.33% of the shares in Sinopec Kantons Holdings Limited, and the other shareholders (including public investors) owned the remaining 39.67%.

 

 

 

 

3.Sinopec Shanghai Petrochemical Company Limited is a public company listed on the main board of the Hong Kong Stock Exchange. As of December 31, 2022, the Company indirectly owned 50.44% of the shares in Sinopec Shanghai Petrochemical Company. According to the annual report on Form 20-F filed by Sinopec Shanghai Petrochemical Company Limited with the SEC on April 26, 2023, as of March 31, 2023, the Company owned 50.55% of the shares in Sinopec Shanghai Petrochemical Company Limited, and the other shareholders (including public investors) owned the remaining 49.45%.

 

The table below sets forth the directors of the Company who are members of the Communist Party of China and hold positions in relevant committees of the Communist Party of China:

 

Director Position
Ma Yongsheng Secretary of the Leading Party Member Group of China Petrochemical Corporation
Zhao Dong Alternate member of the 20th Central Committee of the Communist Party of China; Vice Secretary of the Leading Party Member Group of China Petrochemical Corporation
Yu Baocai Member of the Leading Party Member Group of China Petrochemical Corporation
Li Yonglin Member of the Leading Party Member Group of China Petrochemical Corporation

 

Our currently effective articles of association (or equivalent organizing document) do not contain any charter of the Communist Party of China. Our currently effective articles of association contain provisions relating to committees of the Communist Party of China. For more details, please refer to our articles of association filed as exhibit 1 to this annual report.

 

2

 

 

PART III

 

Item 19. EXHIBITS

 

1 Articles of Association of the Registrant (English Translation), amended and adopted by the shareholders’ meeting on October 20, 2021, incorporated by reference to Exhibit 1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).
   
2.1 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 2.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 10, 2020 (File Number: 001-15138).
   
4.1 Forms of Director Service Contracts adopted by the Company on May 11, 2012 (English translation), incorporated by reference to Exhibit 4.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File Number: 001-15138).
   
4.2 Forms of Supervisor Service Contracts adopted by the Company on May 11, 2012 (English translation), incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File  Number: 001-15138).
   
4.3 Agreement for Mutual Provision of Products and Ancillary Services between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.4 Agreement for Provision of Cultural, Educational, Hygiene and Community Services between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.4 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.5 Trademark License Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.6 Patents and Proprietary Technology License Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.7 Computer Software License Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.8 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.8 Land Use Rights Leasing Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.10 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.9 Property Leasing Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 (including English translation), incorporated by reference to Exhibit 10.11 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.10 Loan Transfer and Adjustment Contract between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 16, 2000 (including English translation), incorporated by reference to Exhibit 10.18 to our Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 10, 2000 (File Number: 333-12502).
   
4.11 Agreement on Adjustment to Related Party Transactions between China Petrochemical Corporation and China Petroleum &  Chemical Corporation dated June 11, 2001 (English translation), incorporated by reference to Exhibit 4.15 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138).
   
4.12 Land Use Right Leasing Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 22, 2003 (English translation), incorporated by reference to Exhibit 4.16 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138).
   
4.13 2004 Agreement on Adjustment to Related Party Transactions between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated October 31, 2004 (English translation), incorporated by reference to Exhibit 4.17 to our Annual  Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138).

 

3

 

 

4.14 Memorandum on Adjustment of Rent of Land Use Rights between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated March 31, 2006 (English translation), incorporated by reference to Exhibit 4.18 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138).
   
4.14.1 Memorandum on Adjustment of Rent of Land Use Rights between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 22, 2008 (English Translation), incorporated by reference to Exhibit 4.20 to our Annual  Report on Form 20-F filed with the Securities and Exchange Commission on May 20, 2009 (File Number: 001-15138).
   
4.14.2 Land Use Rights Leasing Agreement Third Amendment Memo between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 24, 2012 (English Translation), incorporated by reference to Exhibit 4.20.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File Number: 001-15138).
   
4.15 Supplemental Agreement on Related Party Transactions between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated March 31, 2006 (English translation), incorporated by reference to Exhibit 4.19 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 13, 2007 (File Number: 001-15138).
   
4.15.1 Continuing Connected Transactions Second Supplemental Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 21, 2009 (English translation), incorporated by reference to Exhibit 4.21 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2010 (File Number: 001-15138).
   
4.15.2 Continuing Connected Transactions Third Supplemental Agreement between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 24, 2012 (English translation), incorporated by reference to Exhibit 4.19.2 to  our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 11, 2013 (File Number: 001-15138).
   
4.15.3 Continuing Connected Transactions Fourth Supplemental Agreement Between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 26, 2015 (English translation), incorporated by reference to Exhibit 4.22 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 20, 2016 (File Number: 001-15138).
   
4.15.4 Continuing Connected Transactions Fifth Supplemental Agreement Between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 24, 2018 (English translation), incorporated by reference to Exhibit 4.15.4 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2019  (File Number: 001-15138)
   
4.15.5 Continuing Connected Transaction Sixth Supplemental Agreement Between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated August 27, 2021 (English translation), incorporated by reference to Exhibit 4.15.5 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138)
   
4.16 Non-Compete Agreement Between China Petrochemical Corporation and China Petroleum & Chemical Corporation dated June 3, 2000 and its related Undertakings (English translation), incorporated by reference to Exhibit 4.21 to our Annual Report on Form 20-F/A filed with the Securities and Exchange Commission on September 26, 2013 (File Number: 001-15138).
   
4.16.1 Undertakings from China Petrochemical Corporation Regarding Further Avoiding Competition with China Petroleum &  Chemical Corporation dated April 28, 2014 (English translation), incorporated by reference to Exhibit 4.21.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 10, 2015 (File Number: 001-15138).
   
4.17 Agreement on Additional Issuance of Equity to Purchase Relevant Oil and Gas Pipeline Assets, dated July 23, 2020, between China Oil & Gas Pipeline Network Corporation and China Petroleum & Chemical Corporation (English Translation), incorporated by reference to Exhibit 4.17 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).
   
4.17.1 Agreement on Additional Issuance of Equity and Cash Payment to Purchase Relevant Oil and Gas Pipeline Assets, dated July 23, 2020, between China Oil & Gas Pipeline Network Corporation and Sinopec Natural Gas Limited Company (English Translation), incorporated by reference to Exhibit 4.17.1 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).
   
4.17.2 Agreement on Cash Payment to Purchase Relevant Oil and Gas Pipeline Assets, dated July 23, 2020, between China Oil & Gas Pipeline Network Corporation and Sinopec Marketing Co., Limited (English Translation), incorporated by reference to Exhibit 4.17.2 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).

 

4

 

 

4.17.3 Agreement on Cash Payment to Purchase 100% Equity in Sinopec Yu Ji Company, dated July 21, 2020, between China Oil & Gas Pipeline Network Corporation and Sinomart KTS Development Limited (English Translation), incorporated by reference to Exhibit 4.17.3 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).
   
4.18 Framework Agreement regarding Production and Operation of Oil and Gas Pipeline Facilitates, dated August 13, 2020, between China Petroleum & Chemical Corporation and China Oil & Gas Pipeline Network Corporation (English Translation), incorporated by reference to Exhibit 4.18 to our Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2022 (File Number: 001-15138).
   
8.1 A list of the Registrant’s subsidiaries.
   
12.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
   
12.2* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
   
12.3* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
   
13** Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
   
101.INS* Inline XBRL Instance Document -this instance document does not appear in the Interactive Data File because its XBRL tags embedded within the Inline XBRL document  
   
101.SCH* Inline XBRL Taxonomy Extension Schema Document
   
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
   
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
   
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

*         Filed with this annual report on Form 20-F/A.

**       Furnished with this annual report on Form 20-F/A.

† Previously filed with the Original Annual Report.

 

5

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  China Petroleum & Chemical Corporation
   
  By: /s/ Huang Wensheng
    Name: Huang Wensheng
    Title: Vice President and Secretary to the Board of Directors
Date: November 24, 2023

 

6

 

 

Exhibit 12.1

 

Certification by Principal Executive Officer

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

 

I, Ma Yongsheng, certify that:

 

1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”), as amended by Amendment No. 1 thereto;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent function):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: November 24, 2023

 

  By: /s/ Ma Yongsheng
    Ma Yongsheng, Chairman

 

1

 

 

Exhibit 12.2

 

Certification by Principal Executive Officer

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

 

I, Yu Baocai, certify that:

 

1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”), as amended by Amendment No. 1 thereto;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent function):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: November 24, 2023

 

  By: /s/ Yu Baocai
    Yu Baocai, President

 

1

 

 

Exhibit 12.3

 

Certification by Principal Financial Officer

Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

 

I, Shou Donghua, certify that:

 

1. I have reviewed this annual report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”), as amended by Amendment No. 1 thereto;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

4. The Company’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5. The Company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent function):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

Date: November 24, 2023

 

  By: /s/ Shou Donghua
    Shou Donghua, Chief Financial Officer

 

1

 

 

Exhibit 13

 

Certification of CEO and CFO Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

and Pursuant to Rule 13a-14(b)

under the Securities Exchange Act of 1934, as amended (Exchange Act)

 

In connection with the Annual Report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”) for the year ended December 31, 2022, as amended by Amendment No. 1 thereto, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ma Yongsheng, as Chairman of the Board of the Company, Yu Baocai, as President of the Company, and Shou Donghua, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, and Rule 13a-14(b) under the Exchange Act, that, to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Exchange Act; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

  By: /s/ Ma Yongsheng
    Name: Ma Yongsheng
    Title: Chairman
    Date: November 24, 2023

 

  By: /s/ Yu Baocai
    Name: Yu Baocai
    Title: President
    Date: November 24, 2023

 

  By: /s/ Shou Donghua
    Name: Shou Donghua
    Title: Chief Financial Officer
    Date: November 24, 2023

 

This certification accompanies the Report pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350 and shall not be deemed “filed” by the Company for purposes of §18 of the Exchange Act, or otherwise subject to the liability of that section.

 

1

 

v3.23.3
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12 Months Ended
Dec. 31, 2022
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Document Period End Date Dec. 31, 2022
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2022
Current Fiscal Year End Date --12-31
Entity File Number 1-15138
Entity Registrant Name CHINA PETROLEUM & CHEMICAL CORPORATION
Entity Central Index Key 0001123658
Entity Incorporation, State or Country Code F4
Entity Address, Address Line One 22 Chaoyangmen North Street
Entity Address, Address Line Two Chaoyang District
Entity Address, City or Town Beijing
Entity Address, Country CN
Entity Address, Postal Zip Code 100728
Title of 12(b) Security None
No Trading Symbol Flag true
Security Exchange Name NONE
Entity Well-known Seasoned Issuer Yes
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Interactive Data Current Yes
Entity Filer Category Large Accelerated Filer
Entity Emerging Growth Company false
Document Accounting Standard International Financial Reporting Standards
Entity Shell Company false
ICFR Auditor Attestation Flag true
Auditor Name KPMG Huazhen LLP
Auditor Location Beijing, China
Auditor Firm ID 1186
H Shares [Member]  
Entity Addresses [Line Items]  
Entity Common Stock, Shares Outstanding 24,780,936,600
A Shares [Member]  
Entity Addresses [Line Items]  
Entity Common Stock, Shares Outstanding 95,115,471,046
Business Contact [Member]  
Entity Addresses [Line Items]  
Entity Address, Address Line One 22 Chaoyangmen North Street
Entity Address, Address Line Two Chaoyang District
Entity Address, City or Town Beijing
Entity Address, Country CN
Entity Address, Postal Zip Code 100728
City Area Code +86 (10)
Local Phone Number 5996 0028
Contact Personnel Name Mr. Huang Wensheng
Contact Personnel Fax Number 5996 0386

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