SPTJF Shanghai Petrochemical Co Ltd (PK)

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 December 2023

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  ☐

EXHIBITS

Disclaimer—Forward-Looking Statements

We may, in this document, make certain statements that are not historical facts and relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to our future prospects, expectations, developments and business strategies. Words such as “believe”, “anticipate”, “expect”, “intend”, “seek”, “will”, “plan”, “could”, “may”, “endeavor”, “target”, “forecast” and “project” and similar expressions are intended to identify such forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections, and other forward-looking statements will not be achieved. If one or more of these risks materialize, or should underlying assumptions prove incorrect, our actual results may differ materially from those anticipated. You should understand that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors and others are discussed more fully under the section titled “Item 3. Key Information—C. Risk Factors” in our most recent annual report on Form 20-F filed on April 26, 2023, and in other filings with the United States Securities and Exchange Commission. The list of factors discussed therein is not exhaustive; when relying on forward-looking statements to make investment decisions, you should carefully consider both these factors and other uncertainties and events. Forward-looking statements apply only as of the date on which they are made, and we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise.

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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.

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Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Sinopec Shanghai Petrochemical Company Limited

(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 00338)

Announcement

Continuing Connected Transaction

Reference is made to the announcement of the Company dated 8 December 2020 in relation to the 2020 Agreement entered into among the Company, the Baishawan Branch and Sinopec Reserve, which will expire on 31 December 2023. The New Framework Agreement will be entered into among the Company, the Baishawan Branch and Sinopec Reserve. The fourth meeting of the eleventh session of the Board of the Company was convened on 14 December 2023, and considered and approved the New Framework Agreement to be signed by the Company, the Baishawan Branch and Sinopec Reserve, as well as the Annual Cap for the year ending 31 December 2024 thereunder. The New Framework Agreement will be signed before 31 December 2023.

As at the date of this announcement, Sinopec Group is the de facto controller of the Company, and Sinopec Reserve is a wholly-owned subsidiary of Sinopec Group. According to the Shanghai Listing Rules and Chapter 14A of the Hong Kong Listing Rules, Sinopec Reserve is a connected (related) person of the Company. Therefore, the New Framework Agreement and transaction contemplated thereunder constitute continuing connected transaction of the Company.

In accordance with Rule 14A.76(2) of the Hong Kong Listing Rules, as one or more of the applicable percentage ratios (as defined in the Hong Kong Listing Rules) in respect of the Annual Cap for the New Framework Agreement will exceed 0.1% but will be less than 5%, the transaction under the New Framework Agreement is subject to the reporting and announcement requirements, but is exempted from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In accordance with Rule 6.3.7 of the Shanghai Listing Rules, the transaction under the New Framework Agreement is not subject to approval at general meeting of the Company.

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Reference is made to the announcement of the Company dated 8 December 2020 in relation to the 2020 Agreement entered into among the Company, the Baishawan Branch and Sinopec Reserve, which will expire on 31 December 2023. The New Framework Agreement will be entered into among the Company, the Baishawan Branch and Sinopec Reserve. The fourth meeting of the eleventh session of the Board of the Company was convened on 14 December 2023, and considered and approved the New Framework Agreement to be signed by the Company, the Baishawan Branch and Sinopec Reserve, as well as the Annual Cap for the year ending 31 December 2024 thereunder. The New Framework Agreement will be signed before 31 December 2023.

Pursuant to the New Framework Agreement, the Baishawan Branch will provide crude oil storage services to the Company, including oil tanks with a total volume of 950,000 cubic meters for the year ending 31 December 2024 with annual storage fees not exceeding RMB114 million (inclusive of value-added tax).

As the Baishawan Branch is a branch office of Sinopec Reserve and is not a separate legal entity, the New Framework Agreement shall be binding upon, and all rights and obligations thereunder shall be ultimately assumed by Sinopec Reserve. As at the date of this announcement, Sinopec Group is the de facto controller of the Company, and Sinopec Reserve is a wholly-owned subsidiary of Sinopec Group. According to the Shanghai Listing Rules and Chapter 14A of the Hong Kong Listing Rules, Sinopec Reserve is a connected (related) person of the Company. Therefore, the New Framework Agreement and transaction contemplated thereunder constitute continuing connected transaction of the Company.

The general information of Sinopec Reserve is set out below:

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The key terms of the New Framework Agreement are as follows:

Parties to the New Framework Agreement

The Company, the Baishawan Branch (as storage services provider), and Sinopec Reserve (to supervise and manage the strict compliance with the New Framework Agreement by the Baishawan Branch and to assist the Company on using tanks and related matters).

Subject Matter and Term of the New Framework Agreement

The New Framework Agreement is expected to be signed before 31 December 2023.

Under the New Framework Agreement, the Baishawan Branch shall provide crude oil storage services to the Company for a one-year term, which will commence on 1 January 2024 and expire on 31 December 2024.

Storage Fees

The expected storage fees payable by the Company to the Baishawan Branch in 2024 are RMB114 million (inclusive of value-added tax). The Company shall pay the storage fees monthly and check the amounts of the current month with the Baishawan Branch before the 20th day of each month.

Other Expenses

The Company will arrange insurance on its own for oil products stored in the storage tanks and bears the corresponding insurance costs. Sinopec Reserve is responsible for entrusting an independent commodity inspection company with relevant qualifications to carry out independent commodity inspection business for the Company and bear relevant commodity inspection fees.

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Historical Transaction Amounts and Annual Caps

Annual Cap

The aggregate annual transaction amounts payable by the Company to the Baishawan Branch for 2024 shall not exceed RMB114 million (inclusive of value-added tax).

While estimating the Annul Cap for the storage fees, the Company referred to the historical transaction fees and enquired Sinopec Reserve about the fees payable by the independent third parties for storage services. After comparison, the Company is of the view that the aggregate fees payable under the New Framework Agreement for each 100,000 m³ oil tank are not higher than those payable by the independent third parties to Sinopec Reserve.

The Company has reinforced its production and management in recent years in order to maximize efficiency. Through the New Framework Agreement, the Company will be able to simplify the process of temporary adjustment in crude oil deployment and transportation in accordance with its operational needs and ensure the stable operation of its facilities. At the same time, the New Framework Agreement can increase the Company’s flexibility of crude oil deployment and expand the room for optimizing crude oil feedstock.

The Board (including independent non-executive Directors) is of the view that the terms of the New Framework Agreement and the Annual Cap for the year ending 31 December 2024 are entered into in the usual and ordinary course of business on common commercial terms, are fair and reasonable and in the interests of the Company and its Shareholders as a whole. The New Framework Agreement and the transaction thereunder are governed by fair, equitable and open pricing principles. It will not adversely affect the Company’s future financial situation or operating results, nor will it cause reliance on the connected parties or affect the Company’s independence.

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In accordance with Rule 14A.76(2) of the Hong Kong Listing Rules, as one or more of the applicable percentage ratios (as defined in the Hong Kong Listing Rules) in respect of the Annual Cap for the New Framework Agreement will exceed 0.1% but will be less than 5%, the transaction under the New Framework Agreement is subject to the reporting and announcement requirements, but is exempted from the circular and independent Shareholders’ approval requirements under Chapter 14A of the Hong Kong Listing Rules. In accordance with Rule 6.3.7 of the Shanghai Listing Rules, the transaction under the New Framework Agreement is not subject to approval at general meeting of the Company.

The Company convened the first special meeting of independent Directors of the eleventh session of the Board on 13 December 2023. All the independent non-executive Directors including Mr. Tang Song, Mr. Chen Haifeng, Mr. Yang Jun, Ms. Zhou Ying and Mr. Huang Jiangdong agreed on the New Framework Agreement and the Annual Cap thereunder for the year ending 31 December 2024, and approved to submit the relevant resolution to the Board for consideration.

The Company convened the fourth meeting of the eleventh session of the Board on 14 December 2023. The Board approved the New Framework Agreement and the Annual Cap thereunder for the year ending 31 December 2024. The Directors, Mr. Wan Tao, Mr. Du Jun and Mr. Xie Zhenglin, due to their positions held in the connected persons of the Company, are deemed to be interested in the relevant transaction and therefore abstained from voting at the meeting of the Board.

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 synthetic fibres, resins and plastics, intermediate petrochemical products and petroleum products.

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In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

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Shanghai, the PRC, 14 December 2023

As at the date of this announcement, the executive Directors of the Company are Wan Tao, Guan Zemin, Du Jun and Huang Xiangyu; the non-executive Directors of the Company are Xie Zhenglin and Qin Zhaohui; and the independent non-executive Directors of the Company are Tang Song, Chen Haifeng, Yang Jun, Zhou Ying and Huang Jiangdong.

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