Share Name | Share Symbol | Market | Type |
---|---|---|---|
China Petroleum and Chemical Corp (PK) | USOTC:SNPMF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.0123 | -2.27% | 0.53 | 0.53 | 0.68 | 0.53 | 0.53 | 0.53 | 1,000 | 20:46:12 |
(1) |
A copy of next day disclosure return of China Petroleum & Chemical Corporation (the “Registrant”), made by the Registrant on October 26, 2023.
|
(2) |
An announcement made by the Registrant on October 26, 2023 with respect to the connected transaction in relation to the increase of capital in Sinopec Hunan Petrochemical
Company Limited.
|
(3) |
The Third Quarterly Report for 2023 filed by the Registrant on October 26, 2023.
|
(4) |
Terms of Reference of the Audit Committee under the Board filed by the Registrant on October 26, 2023.
|
(5) |
A copy of next day disclosure return of the Registrant, made by the Registrant on October 27, 2023.
|
Instrument:
|
Equity issuer
|
Status:
|
New Submission
|
|
Name of Issuer:
|
China Petroleum & Chemical Corporation
|
|||
Date Submitted:
|
26 October 2023
|
Section I
|
||||||
1. Class of shares
|
Ordinary shares
|
Type of shares
|
H
|
Listed on SEHK (Note 11)
|
Yes
|
|
Stock code (if listed)
|
00386
|
Description
|
||||
Issues of shares
(Notes 6 and 7)
|
No. of shares
|
Issued shares as a % of existing number of issued shares before relevant share issue
(Notes 4, 6 and 7)
|
Issue price per share
(Notes 1 and 7)
|
Closing market price per share of the immediately preceding business day
(Note 5)
|
% discount(-)/ premium of issue price to market price
(Note 7)
|
|
Opening balance as at (Note 2) 25 October 2023
|
24,748,248,600
|
|||||
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 September 2023
|
8,620,000
|
0.01 %
|
%
|
|||
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 September 2023
|
5,854,000
|
0.005 %
|
%
|
|||
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 September 2023
|
5,812,000
|
0.005 %
|
%
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 September 2023
|
5,786,000
|
0.005 %
|
%
|
||
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023
|
5,840,000
|
0.005 %
|
%
|
||
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 September 2023
|
580,000
|
0.0005 %
|
%
|
||
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 September 2023
|
90,000
|
0.0001%
|
%
|
||
Closing balance as at (Note 8) 26 October 2023
|
24,748,248,600
|
2. Class of shares
|
Ordinary shares
|
Type of shares
|
A
|
Listed on SEHK (Note 11)
|
No
|
|
Stock code (if listed)
|
Description
|
Listed on Shanghai Stock Exchange (stock code: 600028)
|
||||
Issues of shares
(Notes 6 and 7)
|
No. of shares
|
Issued shares as a % of existing number of issued shares before relevant share issue
(Notes 4, 6 and 7)
|
Issue price per share
(Notes 1 and 7)
|
Closing market price per share of the immediately preceding business day
(Note 5)
|
% discount(-)/ premium of issue price to market price
(Note 7)
|
|
Opening balance as at (Note 2) 25 October 2023
|
95,115,471,046
|
|||||
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023
|
10,000,000
|
0.01 %
|
%
|
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 September 2023
|
4,360,000
|
0.004 %
|
%
|
||
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 September 2023
|
1,759,115
|
0.001 %
|
%
|
||
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 September 2023
|
3,480,900
|
0.003 %
|
%
|
||
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 October 2023
|
1,110,500
|
0.001 %
|
%
|
||
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 October 2023
|
4,789,500
|
0.004 %
|
%
|
||
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 11 October 2023
|
6,000,000
|
0.005 %
|
%
|
||
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 12 October 2023
|
4,000,000
|
0.003 %
|
%
|
||
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 October 2023
|
4,200,000
|
0.004 %
|
%
|
||
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 October 2023
|
5,000,063
|
0.004 %
|
%
|
||
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 October 2023
|
2,094,070
|
0.002 %
|
%
|
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 October 2023
|
10,005,900
|
0.01 %
|
%
|
||
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 October 2023
|
8,200,000
|
0.01 %
|
%
|
||
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 October 2023
|
5,500,000
|
0.005 %
|
%
|
||
15). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 October 2023
|
2,500,000
|
0.002 %
|
%
|
||
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 October 2023
|
2,320,000
|
0.002 %
|
%
|
||
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 October 2023
|
2,680,000
|
0.002 %
|
%
|
||
18). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 October 2023
|
2,680,000
|
0.002 %
|
%
|
||
Closing balance as at (Note 8) 26 October 2023
|
95,115,471,046
|
Remarks:
|
Issued shares as a % of existing number of issued shares before relevant share issue is calculated with reference to the Company's total number of issued shares of 119,863,719,646 shares
(comprising 24,748,248,600 H shares and 95,115,471,046 A shares) after share cancellation on 8 September 2023.
|
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board
of directors of the listed issuer and, insofar as applicable:
(Note 9)
|
||
(i)
|
all money due to the listed issuer in respect of the issue of securities has been received by it;
|
|
(ii)
|
all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled;
|
|
(iii)
|
all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
|
|
(iv)
|
all the securities of each class are in all respects identical (Note 10);
|
|
(v)
|
all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made
with other legal requirements;
|
|
(vi)
|
all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
|
|
(vii)
|
completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase consideration for all
such property has been duly satisfied; and
|
|
(viii)
|
the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the
Registrar of Companies.
|
1. |
Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
|
2. |
Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to
Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.
|
3. |
Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each
category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises
of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share
option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.
|
4. |
The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for
such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.
|
5. |
Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as
“closing market price per share of the business day on which the shares were last traded”.
|
6. |
In the context of a repurchase of shares:
|
• |
“issues of shares” should be construed as “repurchases of shares”; and
|
• |
“issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
|
7. |
In the context of a redemption of shares:
|
• |
“issues of shares” should be construed as “redemptions of shares”;
|
• |
“issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
|
• |
“issue price per share” should be construed as “redemption price per share”.
|
8. |
The closing balance date is the date of the last relevant event being disclosed.
|
9. |
Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
|
10. |
“Identical” means in this context:
|
• |
the securities are of the same nominal value with the same amount called up or paid up;
|
• |
they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount
to exactly the same sum (gross and net); and
|
• |
they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
|
11. |
SEHK refers to Stock Exchange of Hong Kong.
|
Section II
|
||||||||||
1. Class of shares
|
Ordinary shares
|
Type of shares
|
A
|
Listed on SEHK (Note)
|
No
|
|||||
Stock code (if listed)
|
Description
|
Listed on Shanghai Stock Exchange (stock code:600028)
|
||||||||
A. Purchase report
|
||||||||||
Trading date
|
Number of securities purchased
|
Method of purchase
(Note)
|
Price per share or highest price paid $
|
Lowest price paid $
|
Total paid $
|
|||||
1). 26 October 2023
|
2,680,000
|
On another stock exchange
Shanghai Stock Exchange
|
RMB
|
5.55
|
RMB
|
5.48
|
RMB
|
14,787,478
|
||
Total number of securities purchased
|
2,680,000
|
Total paid $
|
RMB
|
14,787,478
|
||||||
B. Additional information for issuer whose primary listing is on the Exchange
|
||||||||||
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
|
(a)
|
|||||||||
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x 100 )/ Number of
shares in issue
|
%
|
|||||||||
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board Listing Rules / GEM
Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 12 April 2023 which has been filed with the Exchange. We also confirm that any purchases set out in A above which
were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
|
Remarks:
|
In relation to repurchase of H shares, the above B 2) % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution was calculated based on
the Company's total number of issued shares of 119,896,407,646 shares on 30 May 2023 (comprising 24,780,936,600 H shares and 95,115,471,046 A shares).
|
Submitted by:
|
Huang Wensheng
|
|
(Name)
|
||
Title:
|
Vice President and Secretary to the Board of Directors
|
|
(Director, Secretary or other Duly Authorised Officer)
|
CAPITAL INCREASE
The Board is pleased to announce that on 26 October 2023, the Company, the Assets Company and Hunan Petrochemical
entered into the Capital Increase Agreement to agree upon the Capital Increase in Hunan Petrochemical. Pursuant to the Capital Increase Agreement, the Company shall make a capital contribution to Hunan Petrochemical with the Capital
Contribution Assets of Sinopec Corp. equivalent to RMB5,600,332,800 and cash of RMB4,300,000,000, of which RMB3,593,975,929 will be contributed to the registered capital of Hunan Petrochemical and the remaining part will be booked in the
capital reserve of Hunan Petrochemical; the Assets Company shall make a capital contribution to Hunan Petrochemical with the Capital Contribution Assets of Assets Company equivalent to RMB1,077,583,900, of which RMB391,179,840 will be
contributed to the registered capital of Hunan Petrochemical and the remaining part will be booked in the capital reserve of Hunan Petrochemical. Upon completion of the Transaction, the registered capital of Hunan Petrochemical will be
increased from RMB3,000,000,000 to RMB6,985,155,769, of which the shareholding of the Company will be increased from 55.00% to 75.07% and the shareholding of the Assets Company will be decreased from 45.00% to 24.93%. Hunan Petrochemical
will remain a non-wholly owned subsidiary of the Company. The registered capital and shareholding ratio ultimately acquired by each party in the Transaction shall be based on the appraised values filed with the competent authority of
state-owned assets and adjusted according to the audited data for the period for continuing operation from the Valuation Date to the Assets Delivery Date.
LISTING RULES IMPLICATIONS
As at the date of this announcement, the Assets Company is a wholly-owned subsidiary of China Petrochemical
Corporation, the controlling shareholder of the Company, therefore the Assets Company is an associate of China Petrochemical Corporation and a connected person of the Company; in addition, Hunan Petrochemical is held as to 55% and 45% by
the Company and the Assets Company respectively, therefore Hunan Petrochemical constitutes a connected subsidiary of the Company and a connected person of the Company. As such, the Transaction contemplated under the Capital Increase
Agreement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules. Since one or more of the applicable percentage ratios as calculated on an aggregate basis with the Previous Transaction are more than
0.1% but less than 5%, the Capital Increase is subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.
|
Date
|
:
|
26 October 2023
|
Parties
|
:
|
(1) the Company;
(2) the Assets Company; and
(3) Hunan Petrochemical.
|
Capital Increase
|
:
|
The registered capital of Hunan Petrochemical will be increased from RMB3,000,000,000 to RMB6,985,155,769. In
particular, the Company shall make a capital contribution to Hunan Petrochemical with the Capital Contribution Assets of Sinopec Corp. equivalent to RMB5,600,332,800 and cash of RMB4,300,000,000, of which RMB3,593,975,929 will be
contributed to the registered capital of Hunan Petrochemical and the remaining part will be booked in the capital reserve of Hunan Petrochemical; the Assets Company shall make a capital contribution to Hunan Petrochemical with the Capital
Contribution Assets of Assets Company equivalent to RMB1,077,583,900, of which RMB391,179,840 will be contributed to the registered capital of Hunan Petrochemical and the remaining part will be booked in the capital reserve of Hunan
Petrochemical.
|
Since the renewal of the Business License by Hunan Petrochemical for the Transaction, the registered capital
subscribed for by Sinopec Corp. shall be RMB5,243,975,929, representing 75.07% of the equity interest; and the registered capital subscribed for by the Assets Company shall be RMB1,741,179,840, representing 24.93% of the equity interest.
The registered capital ultimately subscribed for by both parties and their shareholding ratios shall be based on the appraised values filed with the competent authority and adjusted according to the audited data for the period for
continuing operation from the Valuation Date to the Assets Delivery Date.
Upon the issuance of the new Business License, each party shall be entitled to enjoy the corresponding shareholder’s
rights and assume the shareholder’s obligations in accordance with the proportion of the paid-up portion of the subscribed registered capital as mentioned above.
|
||
Transitional Arrangements
|
:
|
The profit or loss of Hunan Petrochemical from the Valuation Date and the Assets Delivery Date shall be enjoyed and
borne by Sinopec Corp. and the Assets Company in proportion to their original shareholdings.
|
Registration of Change
|
:
|
The Capital Contribution Assets shall be delivered on 1 January 2024 and the relevant property rights transfer and
registration procedures shall be completed in accordance with legal requirements. Sinopec Corp.’s capital contribution of RMB4,300,000,000 in cash shall be paid up by 30 April 2024, and the date of payment shall be referred to as the
“Payment Date of Cash Contribution”. The parties shall complete the registration procedures for the changes related to the Capital Increase with the registration department and obtain a new Business License after the date of the Capital
Increase Agreement and before 31 January 2024.
|
Conditions Precedent
|
:
|
Subject to the fulfilment of the following conditions or the following conditions being appropriately waived by the
entitled parties, Sinopec Corp. and the Assets Company shall transfer the Capital Contribution Assets to Hunan Petrochemical on the Assets Delivery Date in accordance with the Capital Increase Agreement; and Sinopec Corp.’s capital
contribution of RMB4,300,000,000 in cash shall be transferred to the bank account of Hunan Petrochemical by 30 April 2024:
(1) the
Capital Increase Agreement and the Articles of Association of Hunan Petrochemical (the “Transaction Agreements”) have been duly signed by the relevant parties;
(2) the
parties have obtained the required prior consents, approvals or licenses from governmental authorities and other third-party entities, as applicable, in respect of the Capital Increase;
(3) the
internal competent decision-making bodies of the parties have passed the relevant resolutions to consent to the Capital Increase;
|
(4) Sinopec
Corp. and the Assets Company have each taken all necessary measures to ensure that the policyholders and beneficiaries of the insurance relating to their respective Capital Contribution Assets can be changed to Hunan Petrochemical on the
Assets Delivery Date;
(5) the
representations and warranties made by each of the parties in the Capital Increase Agreement and the other Transaction Agreements are true and accurate and continue to be true and accurate in all material respects up to the Assets
Delivery Date (as if made again on the Assets Delivery Date and on the Payment Date of Cash Contribution);
(6) each
of the parties has performed in all material respects any of the agreements, covenants, conditions and obligations to be performed or complied with by it under the Transaction Agreements;
(7) no
law or governmental order has been enacted, issued, promulgated, implemented or passed by any governmental authority that would render the Capital Increase unlawful or otherwise restrict or prohibit the Capital Increase; and there are no
outstanding and potential administrative penalties, disputes, controversies, litigations, arbitrations, claims and/or other legal proceedings that have had or would have a material adverse effect on Hunan Petrochemical or the performance
by it of its obligations under the Transaction Agreements and the Capital Increase; and
(8) there
have been no material adverse changes in Hunan Petrochemical from the date of the Transaction Agreements to the Assets Delivery Date and the Payment Date of Cash Contribution.
|
||
Delivery of Capital Contribution Assets
|
:
|
Subject to compliance with the terms and conditions of the Capital Increase Agreement and the conditions precedent
stipulated under the Capital Increase Agreement being satisfied in full or waived by the entitled parties, Sinopec Corp. and the Assets Company shall carry out the transfer of the Capital Contribution Assets under the Capital Increase
Agreement. The transfer of the Capital Contribution Assets by Sinopec Corp. and the Assets Company shall take place on the same date, which shall be referred to as the “Assets Delivery Date”, i.e. 1 January 2024.
On the Assets Delivery Date, Sinopec Corp. and the Assets Company shall deliver the Capital Contribution Assets and
all relevant information to Hunan Petrochemical in one go. Hunan Petrochemical shall conduct inventory and confirmation of the assets listed in the Capital Increase Agreement with Sinopec Corp. and the Assets Company. After the inventory
and confirmation, the authorised representatives designated by each of Sinopec Corp., the Assets Company and Hunan Petrochemical shall jointly sign a
confirmation of the transfer of assets.
|
From the Assets Delivery Date, all rights and obligations and risks of damage and loss of the Capital Contribution
Assets shall be deemed to have been transferred from Sinopec Corp. and the Assets Company to Hunan Petrochemical, and Hunan Petrochemical shall have the full rights of possession, use, revenue and disposal of such assets.
The policyholders and beneficiaries of the property insurance related to the Capital Contribution Assets shall be
changed to Hunan Petrochemical on the Assets Delivery Date.
|
||
Breach of Contract and Compensation
|
:
|
An event of default under the Capital Increase Agreement (an “Event of Default”)
shall be constituted by either party to the Capital Increase Agreement (i) if any of its representations and warranties under the Capital Increase Agreement are untrue or inaccurate or (ii) if it breaches any of its undertakings or
covenants under the Capital Increase Agreement.
Upon the occurrence of an Event of Default, the defaulting party shall, upon receipt of a written notice from the
non-defaulting party requesting for rectification of the default or taking of remedial measures, immediately rectify the default or take effective remedial measures within the time limit set out in the notice so as to save the non-
defaulting party from damages.
The defaulting party shall compensate the other parties for any direct damage or loss suffered by the other parties as
a result of the occurrence of an Event of Default by one party.
|
Effectiveness and Termination of the Agreement
|
:
|
The Capital Increase Agreement shall be formed and become effective on the date it is duly signed/chopped by the
parties or their authorised representatives and chopped with the official chop by each of them.
The Capital Increase Agreement may only be terminated in the circumstances: (i) if any governmental body issues an
order, decree or ruling, or has taken any other action, restricting, preventing or otherwise enjoining the Capital Increase and such order, decree, ruling or other action is final and not subject to a petition for review, suit or appeal,
then either party may terminate the Capital Increase Agreement; or (ii) the Capital Increase Agreement may be terminated by written agreement reached by all parties through negotiation.
|
Governing Law and Dispute Resolution
|
:
|
The Capital Increase Agreement shall be governed by and construed in accordance with the laws of the PRC.
In the event of any dispute, controversy or claim arising out of or in connection with the Capital Increase Agreement
or the breach, termination or validity thereof, such matter shall be referred to the senior management of each party for resolution immediately upon written request by either party. Such senior management shall meet as soon as reasonably
practicable and shall make an effort in good faith to negotiate or mediate
|
internally to reach a resolution of the dispute. If the parties are unable to resolve the dispute within 45 days of
receipt of such written request, either party may submit the dispute to a court of competent jurisdiction for litigation.
|
As at 31 December
2021
|
As at 31 December
2022
|
As at 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Total assets
|
1,483,818.42
|
2,241,649.70
|
2,501,006.94
|
Net assets
|
460,349.77
|
442,617.46
|
621,298.18
|
For the year ended 31 December
2021
|
For the year ended 31 December
2022
|
For the nine months ended 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Operating income
|
1,999,623.31
|
1,990,008.74
|
1,374,652.18
|
Profit before taxation
|
-3,413.39
|
-92,005.52
|
171,515.55
|
Net profit
|
-14,731.46
|
-120,630.79
|
165,162.04
|
Name of shareholders
|
As at the date of this announcement
|
Upon completion of the Capital Increase
|
||
Capital contribution to the registered capital
|
Proportion
|
Capital contribution to the registered capital
|
Proportion
|
|
(RMB)
|
(%)
|
(RMB)
|
(%)
|
|
The Company
|
1,650,000,000
|
55.00
|
5,243,975,929
|
75.07
|
The Assets Company
|
1,350,000,000
|
45.00
|
1,741,179,840
|
24.93
|
Total
|
3,000,000,000
|
100.00
|
6,985,155,769
|
100.00
|
As at 31 December
2021
|
As at 31 December
2022
|
As at 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Total assets
|
865,360.14
|
903,418.93
|
891,019.78
|
Net assets
|
473,406.07
|
484,588.47
|
515,133.93
|
For the year ended 31 December 2021
|
For the year ended 31 December 2022
|
For the nine months ended 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Operating income
|
4,118,176.75
|
5,641,346.52
|
4,130,837.41
|
Profit before taxation
|
130,824.69
|
94,587.47
|
104,192.70
|
Net profit
|
95,996.76
|
71,479.65
|
77,602.26
|
As at 31 December
2021
|
As at 31 December
2022
|
As at 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Total assets
|
52,890.79
|
72,675.02
|
58,777.84
|
Net assets
|
11,434.22
|
17,233.71
|
3,074.68
|
For the year ended 31 December
2021
|
For the year ended 31 December
2022
|
For the nine months ended 30 September
2023
|
|
(Audited)
|
(Audited)
|
(Unaudited)
|
|
Operating income
|
35,572.31
|
21,691.54
|
20,364.66
|
Profit before taxation
|
-7,863.99
|
-13,673.23
|
340.19
|
Net profit
|
-8,000.00
|
-13,985.37
|
110.01
|
Valuation Assumptions
|
:
|
In addition to the general assumptions such as the transaction assumption, open market assumption and asset going
concern assumption, the valuation of the Capital Contribution Assets in the Transaction also adopted the special assumptions, among others: that there would be no significant changes in the prevailing national policies on macro-economics,
finance, industry and taxation, that the valuation target would continue to be in operation in the future, and that each of the valuation target would be based on the existing assets as at the Valuation Date and that the prevailing market
price would be based on the effective prices prevailing in the domestic market as at the Valuation Date.
|
Valuation Parameters
|
:
|
The key valuation parameters involved in the valuation of the Capital Contribution Assets in the Transaction are set out below:
(1) Land use right assets
The valuation of the land use right assets included in the valuation scope was mainly conducted by using the
benchmark land price coefficient correction method (基準地價係數修正法). The benchmark land price coefficient correction method utilises the results of the benchmark land price and its land price correction
system for cities and towns, in accordance with the principle of substitution, compares the regional and individual conditions of the valuation target with the conditions of the publicly announced land price, and then obtains the value of
the valuation target as at the Valuation Date through correction.
Calculation formula:
P = Po × (1 + ∑Ki) × Kv × Kn × Kt × Kp × Ks
- Kf
In the formula:
Po - benchmark land price of the applicable grade (級別基準地價)
∑Ki - the sum of the corrected values of the factors in the table of correction coefficients for the regional factors
of the land parcels (宗地區域因素修正係數) Kv - plot ratio correction coefficient (容積率修正係數)
Kn - term correction coefficient (年期修正係數)
Kt - correction coefficient on the date of valuation (估價期日修正係數)
Kp - correction coefficient for location deviation of land parcels (宗 地位置偏離度修正係數)
Ks - correction coefficient for topography and area of land parcels (宗 地形狀與面積修正係數)
Kf - correction value for development degree (開發程度修正數)
|
(2) Housing and building assets
The valuation of the housing and building assets included in the valuation scope was mainly conducted by using the
replacement cost method. The replacement cost method is based on the principle of continuous use, using the market conditions and the conditions of housing and building assets as at the Valuation Date to calculate the full investment price
required to replace similar properties, multiplied by the residue ratio of the housing and building assets after comprehensive evaluation, and finally determine the value of housing and building assets.
Calculation formula: appraised value = full replacement price ×residue ratio
(3) Equipment assets
The valuation of the equipment assets included in the valuation scope was mainly conducted by using the replacement
cost method. The replacement cost method follows the principle of continuous use, using the market conditions and the conditions of equipment assets as at the Valuation Date to calculate the full investment price required to replace similar
properties, multiplied by the residue ratio of the equipment assets after comprehensive evaluation, and finally determine the value of the equipment assets.
Calculation formula: appraised value = full replacement price × residue ratio
|
“Articles of Association of Hunan Petrochemical”
|
the Articles of Association of Sinopec Hunan Petrochemical Company Limited
|
“Assets Company”
|
Sinopec Group Asset Management Co., Ltd.
|
“Assets Company Baling Branch”
|
Baling Petrochemical Branch of Sinopec Group Asset Management Co., Ltd.
|
“Assets Company Changling Branch”
|
Changling Branch of Sinopec Group Asset Management Co., Ltd.
|
“Assets Delivery Date”
|
1 January 2024
|
“associate(s)”
|
has the meaning ascribed thereto under the Listing Rules
|
“Board”
|
the board of Directors of the Company
|
“Capital Contribution Assets”
|
the Capital Contribution Assets of Sinopec Corp. and the Capital Contribution Assets of Assets Company
|
“Capital Contribution Assets of Assets Company”
|
the assets and liabilities relating to the production and operation of oil refining and petrochemical of the Assets Company Changling
Branch and the Assets Company Baling Branch, which were valued at RMB1,077.5839 million in total as at the Valuation Date by adopting the asset-based method
|
“Capital Contribution Assets of Sinopec Corp.”
|
the assets and liabilities relating to the production and operation of oil refining and petrochemical of Sinopec Corp. Changling Branch,
which were valued at RMB5,600.3328 million as at the Valuation Date by adopting the asset-based method
|
“Capital Increase” or “Transaction”
|
the capital increase in Hunan Petrochemical by the Company and the Assets Company in accordance with the terms and conditions of the
Capital Increase Agreement, upon completion of which, the Company and the Assets Company will hold 75.07% and 24.93% of equity interest in Hunan Petrochemical, respectively
|
“Capital Increase Agreement”
|
the Capital Increase Agreement entered into by the Company, the Assets Company and Hunan Petrochemical in relation to the Capital Increase
|
“China Petrochemical Corporation”
|
China Petrochemical Corporation, a company established under the laws of the PRC with limited liability, an
institution approved to carry out state-authorised investments and a state-controlling company
|
“China United Appraisal”
|
China United Assets Appraisal Group Co., Ltd.
|
“Company” or “Sinopec Corp.”
|
China Petroleum & Chemical Corporation, a joint stock limited company incorporated in the PRC, whose A shares are
listed on the Shanghai Stock Exchange and H shares are listed on the Main Board of the Stock Exchange (stock code: 00386)
|
“connected person(s)”
|
has the meaning ascribed thereto under the Listing Rules
|
“Director(s)”
|
director(s) of the Company
|
“Group”
|
the Company and its subsidiaries from time to time
|
“Hunan Petrochemical”
|
Sinopec Hunan Petrochemical Company Limited; formerly known as Sinopec Baling Petrochemical Company Limited, renamed
as Sinopec Hunan Petrochemical Company Limited on 6 June 2023
|
“Listing Rules”
|
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
|
“PRC”
|
the People’s Republic of China
|
“Previous Transaction”
|
the additional capital contribution of RMB377.8 million and RMB309.8 million respectively made by the Company and the
Assets Company to Hunan Petrochemical on 28 December 2022, in proportion to their respective shareholdings in Hunan Petrochemical for the time being, which was exempted from the reporting, announcement and independent shareholders’ approval
requirements under Chapter 14A of the Listing Rules as the applicable percentage ratios calculated under Rule 14.07 of the Listing Rules were less than 0.1%; such capital contribution and the Capital Increase are subject to aggregation
pursuant to Rule 14A.81 of the Listing Rules
|
“RMB”
|
Renminbi, the lawful currency of the PRC
|
“Sinopec Corp. Changling Branch”
|
Changling Branch of China Petroleum & Chemical Corporation
|
“Stock Exchange”
|
The Stock Exchange of Hong Kong Limited
|
“Valuation Date”
|
30 April 2023
|
By order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President, Secretary to the Board of Directors
|
By Order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President, Secretary to the Board of Directors
|
● |
The Board of Directors, the Board of Supervisors of China Petroleum & Chemical Corporation (“Sinopec Corp.” or "the Company") and its directors, supervisors and senior
management warrant the authenticity, accuracy and completeness of the information contained in this report and there are no false representations, misleading statements or material omissions and severally and jointly accept full
responsibility.
|
● |
The third quarterly report for 2023 was approved at the 19th meeting of the 8th Session of the
Board of Directors of Sinopec Corp. All directors attended this meeting.
|
● |
Mr. Ma Yongsheng, Chairman, Mr. Yu Baocai, President, Ms. Shou Donghua, Chief Financial Officer and Head of the Financial Department of Sinopec Corp. warrant the
authenticity, accuracy and completeness of the financial statements contained in this quarterly report.
|
● |
The financial statements in this quarterly report were not audited.
|
Three-month period ended 30 September
|
Nine-month period ended 30 September
|
|||||||
2023
|
2022 (adjusted)
|
2022 (before adjustment)
|
Changes over the same period of the preceding year (%)
|
2023
|
2022 (adjusted)
|
2022 (before adjustment)
|
Changes over the same period of the preceding year (%)
|
|
Operating income
|
876,259
|
841,196
|
841,196
|
4.2
|
2,469,941
|
2,453,322
|
2,453,322
|
0.7
|
Net profit attributable to equity shareholders of the Company
|
17,855
|
13,325
|
13,130
|
34.0
|
52,966
|
57,245
|
56,660
|
(7.5)
|
Net profit attributable to equity shareholders of the Company excluding extraordinary gains and losses
|
16,624
|
12,687
|
12,492
|
31.0
|
50,279
|
56,037
|
55,452
|
(10.3)
|
Basic earnings per share (RMB)
|
0.149
|
0.110
|
0.108
|
35.5
|
0.442
|
0.473
|
0.468
|
(6.6)
|
Diluted earnings per share (RMB)
|
0.149
|
0.110
|
0.108
|
35.5
|
0.442
|
0.473
|
0.468
|
(6.6)
|
Weighted average return on net assets(%)
|
2.24
|
1.69
|
1.67
|
0.55 percentage points
|
6.67
|
7.33
|
7.28
|
(0.66) percentage points
|
Nine-month period ended 30 September
|
||||
2023
|
2022 (adjusted)
|
2022 (before adjustment)
|
Changes over the same period of the preceding year (%)
|
|
Net cash flow from operating activities
|
98,309
|
59,244
|
59,244
|
65.9
|
As of 30 September 2023
|
As of 31 December 2022 (adjusted)
|
As of 31 December 2022 (before adjustment)
|
Changes from the end of last year(%)
|
|
Total assets
|
2,084,435
|
1,951,121
|
1,948,640
|
6.8
|
Total equity attributable to equity shareholders of the Company
|
798,988
|
788,471
|
785,577
|
1.3
|
Extraordinary items
|
Three-months period ended 30 September 2023 (July to September)
(income) /expense
|
Nine-months period ended 30 September 2023 (income)
/expense
|
Net gain on disposal of non-current assets
|
(612)
|
(1,481)
|
Donations
|
34
|
49
|
Government grants
|
(1,392)
|
(3,039)
|
Gains on holding and disposal of various investments
|
(117)
|
(436)
|
Other extraordinary (income) /expenses, net
|
391
|
658
|
Subtotal
|
(1,696)
|
(4,249)
|
Tax effect
|
331
|
1,113
|
Total
|
(1,365)
|
(3,136)
|
Attributable to:
|
||
Equity shareholders of the Company
|
(1,231)
|
(2,687)
|
Minority interests
|
(134)
|
(449)
|
Three-month period ended 30 September
|
Nine-month period ended 30 September
|
|||||||
2023
|
2022 (adjusted)
|
2022 (before
adjustment)
|
Changes over the same period of the preceding year (%)
|
2023
|
2022 (adjusted)
|
2022 (before
adjustment)
|
Changes over the same period of the preceding year (%)
|
|
Revenue
|
876,259
|
841,196
|
841,196
|
4.2
|
2,469,941
|
2,453,322
|
2,453,322
|
0.7
|
Operating profit
|
25,591
|
12,962
|
12,962
|
97.4
|
79,287
|
75,886
|
75,886
|
4.5
|
Profit attributable to shareholders of the Company
|
17,938
|
13,028
|
12,833
|
37.7
|
54,060
|
57,869
|
57,284
|
(6.6)
|
Basic earnings per share (RMB)
|
0.150
|
0.108
|
0.106
|
38.9
|
0.451
|
0.478
|
0.473
|
(5.6)
|
Diluted earnings per share (RMB)
|
0.150
|
0.108
|
0.106
|
38.9
|
0.451
|
0.478
|
0.473
|
(5.6)
|
Return on net assets(%)
|
2.25
|
1.66
|
1.64
|
0.59 percentage points
|
6.77
|
7.39
|
7.34
|
(0.62) Percentage points
|
Nine-month period ended 30 September
|
||||
2023
|
2022 (adjusted)
|
2022 (before adjustment)
|
Changes over the same period of the preceding
year (%)
|
|
Net cash flow from operating activities
|
98,309
|
59,244
|
59,244
|
65.9
|
As of 30 September 2023
|
As of 31 December 2022 (adjusted)
|
As of 31 December 2022 (before adjustment)
|
Changes from the end of last year(%)
|
|
Total assets
|
2,084,435
|
1,951,121
|
1,948,640
|
6.8
|
Total equity attributable to equity shareholders of the Company
|
798,152
|
787,600
|
784,706
|
1.3
|
Items of Consolidated Balance Sheet
|
As of 30 September 2023
|
As of 31 December 2022
|
Increase/ (Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
Financial assets held for trading
|
3
|
2
|
1
|
50.0
|
Impact of changes in fair value of funds held by the Company.
|
Derivative financial assets
|
10,196
|
19,335
|
(9,139)
|
(47.3)
|
Impact of changes in fair value of hedging business.
|
Derivative financial debts
|
11,544
|
7,313
|
4,231
|
57.9
|
|
Accounts receivable
|
89,706
|
46,364
|
43,342
|
93.5
|
Increase in accounts receivable due to the rising sales volume of refined oil and other products.
|
Receivables financing
|
8,341
|
3,507
|
4,834
|
137.8
|
Some refined oil products business was changed to be settled by bills.
|
Prepayments
|
11,395
|
7,956
|
3,439
|
43.2
|
Increase in procurement prepayments of crude oil and some merchandise.
|
Short-term loans
|
89,152
|
21,313
|
67,839
|
318.3
|
Increase in low-interest short-term loans to meet the capital needs of production and operating activities in reporting period.
|
Bills payable
|
17,711
|
10,782
|
6,929
|
64.3
|
Procurement of some crude oil and raw material was settled by bills.
|
Employee benefits payable
|
25,561
|
13,617
|
11,944
|
87.7
|
Impact of increase in payable performance-based salary.
|
Non-current liabilities due within one year
|
26,739
|
62,844
|
(36,105)
|
(57.5)
|
Decrease in long-term loans and debentures payable due within one year.
|
Long-term loans
|
187,684
|
94,964
|
92,720
|
97.6
|
Increase in low-interest long-term loans to meet the capital needs of
|
Items of Consolidated Balance Sheet
|
As of 30 September 2023
|
As of 31 December 2022
|
Increase/ (Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
investment, production and operating activities.
|
|||||
Other comprehensive income
|
902
|
3,072
|
(2,170)
|
(70.6)
|
Impact of foreign currency translation difference.
|
Specific reserve
|
3,873
|
2,813
|
1,060
|
37.7
|
Increase in accrued safety production expenses during the reporting period.
|
Items of Consolidated Income Statement
|
Nine-months period ended 30 September 2023
|
Nine-months period ended 30 September 2022
|
Increase/ (Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
Other income
|
7,679
|
5,848
|
1,831
|
31.3
|
Year-on-year increase in VAT refunds of import LNG.
|
Investment income/(loss)
|
2,190
|
(6,011)
|
8,201
|
-
|
Impact of changes in profit and loss of hedging business and associates and joint ventures.
|
(Losses)/gains from changes in fair value
|
(5,663)
|
1,765
|
(7,428)
|
-
|
Impact of floating loss of hedging business.
|
Credit impairment (loss)/reversals
|
(86)
|
139
|
(225)
|
-
|
Increase in bad debt losses on certain account receivables.
|
Asset disposal gains
|
1,481
|
249
|
1,232
|
494.8
|
Increase in gains from certain pipeline assets disposal.
|
Non-operating income
|
1,158
|
1,677
|
(519)
|
(30.9)
|
Gains from acquisition involving entities not under common control in previous reporting period and no such item in reporting period.
|
Items of Consolidated Income Statement
|
Three-month period ended 30 September 2023
|
Three-month period ended 30 September 2022
|
Increase/ (Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
Net profit attributable to equity shareholders of the Company
|
17,855
|
13,325
|
4,530
|
34.0
|
Oil and petrochemical market picked up, margin of refining and chemical products recovered and sales volume of refined oil products increased, overall margin of the
Company increased year-on-year.
|
Net profit attributable to equity shareholders of the Company excluding
|
16,624
|
12,687
|
3,937
|
31.0
|
Oil and petrochemical market picked up, margin of refining and chemical products recovered and
|
Items of Consolidated Income Statement
|
Three-month period ended 30 September 2023
|
Three-month period ended 30 September 2022
|
Increase/ (Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
extraordinary gains and losses
|
sales volume of refined oil products increased, overall margin of the Company increased year-on-year.
|
||||
Basic earnings per share (RMB)
|
0.149
|
0.110
|
0.039
|
35.5
|
Oil and petrochemical market picked up, margin of refining and chemical products recovered and sales volume of refined oil products increased, overall margin of the
Company increased year-on-year.
|
Diluted earnings per share (RMB)
|
0.149
|
0.110
|
0.039
|
35.5
|
Oil and petrochemical market picked up, margin of refining and chemical products recovered and sales volume of refined oil products increased, overall margin of the
Company increased year-on-year.
|
Items of Consolidated Cash Flow Statement
|
Nine-months period ended 30 September 2023
|
Nine-months period ended 30 September 2022
|
Increase/(Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
Net cash flow from operating activities
|
98,309
|
59,244
|
39,065
|
65.9
|
Decreased in funds occupied by inventory of crude oil and refined oil products and impact of payment of deferred taxes in the same period of last
year.
|
Other cash received relating to operating activities
|
109,031
|
211,117
|
(102,086)
|
(48.4)
|
Decrease in margins of derivative business.
|
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
|
3,828
|
218
|
3,610
|
1,656.0
|
Increase in disposal of fixed assets in reporting period.
|
Cash paid for investment
|
(3,152)
|
(6,350)
|
3,198
|
-
|
Capital injection of some projects decreased.
|
Net cash paid for acquisition of subsidiaries and other entities
|
(73)
|
(7,641)
|
7,568
|
-
|
Part of the acquisition was paid in the same period last year and there was no this type of payment during the reporting period.
|
Other cash paid relating to investing activities
|
(63,892)
|
(23,172)
|
(40,720)
|
-
|
Increase in time deposits with maturities over three months year- on-year.
|
Items of Consolidated Cash Flow Statement
|
Nine-months period ended 30 September 2023
|
Nine-months period ended 30 September 2022
|
Increase/(Decrease)
|
Main reasons for changes
|
|
Amount
|
Percentage
|
||||
RMB million
|
RMB million
|
RMB million
|
(%)
|
||
Cash received from capital contribution
|
957
|
1,935
|
(978)
|
(50.5)
|
Decrease in capital injection of projects received from minority shareholders year-on-year.
|
Cash received from borrowings
|
580,906
|
432,081
|
148,825
|
34.4
|
Increase in borrowings for liquidity and project funds.
|
Cash repayments of borrowings
|
(460,054)
|
(332,437)
|
(127,617)
|
-
|
Impact of increase in maturing borrowings.
|
Total number of shareholders at the end of the reporting period
|
Total number of shareholders was 392,731, including 387,273 holders of domestic A shares and 5,458 holders of overseas H shares.
|
|||
Top ten shareholders
|
||||
Name of shareholder
|
Total number of shares held
|
Percentage (%)
|
Number of shares subject to pledge or lock-ups
|
Nature of shareholder
|
China Petrochemical Corporation
|
80,572,167,393
|
67.22
|
0
|
State-owned share
|
HKSCC (Nominees) Limited
|
24,600,321,899
|
20.52
|
Unknown
|
H share
|
中国证券金融股份有限公司
|
2,325,374,407
|
1.94
|
0
|
A share
|
中国石油天然气集团有限公司
|
2,165,749,530
|
1.81
|
0
|
A share
|
香港中央结算有限公司
|
1,298,615,184
|
1.08
|
0
|
A share
|
中国人寿保险股份有限公司-传统-普通保险产品-005L-CT001 沪
|
493,106,478
|
0.41
|
0
|
A share
|
中央汇金资产管理有限责任公司
|
315,223,600
|
0.26
|
0
|
A share
|
国信证券股份有限公司
|
235,663,324
|
0.20
|
0
|
A share
|
中国工商银行-上证 50 交易型开放式指数证券投资基金
|
182,213,077
|
0.15
|
0
|
A share
|
国新投资有限公司
|
162,602,899
|
0.14
|
0
|
A share
|
Exploration and Production
|
Unit
|
Nine-month period ended 30 September
|
Changes
|
|
2023
|
2022
|
(%)
|
||
Oil and gas production
|
million boe
|
376.15
|
363.18
|
3.6
|
Crude oil production
|
million barrels
|
210.59
|
210.82
|
(0.1)
|
China
|
million barrels
|
188.24
|
188.05
|
0.1
|
Overseas
|
million barrels
|
22.35
|
22.77
|
(1.8)
|
Natural gas production
|
billion cubic feet
|
992.98
|
913.81
|
8.7
|
Realised crude oil price
|
USD/barrel
|
75.73
|
94.24
|
(19.6)
|
Realised natural gas price
|
USD/thousand cubic feet
|
7.10
|
7.54
|
(5.8)
|
Refining
|
Unit
|
Nine-month period ended 30 September
|
Changes
|
|
2023
|
2022
|
(%)
|
||
Refinery throughput
|
million tonnes
|
193.74
|
180.07
|
7.6
|
Gasoline, diesel and kerosene production
|
million tonnes
|
117.52
|
103.07
|
14.0
|
Gasoline
|
million tonnes
|
47.26
|
44.98
|
5.1
|
Diesel
|
million tonnes
|
48.45
|
44.92
|
7.9
|
Kerosene
|
million tonnes
|
21.81
|
13.17
|
65.6
|
Light chemical feedstock production
|
million tonnes
|
32.31
|
32.21
|
0.3
|
Light product yield
|
%
|
74.70
|
73.95
|
0.75 percentage points
|
Refining yield
|
%
|
94.94
|
95.11
|
(0.17) percentage points
|
Marketing and Distribution
|
Unit
|
Nine-month period ended 30 September
|
Changes
|
||
2023
|
2022
|
(%)
|
|||
Total sales volume of refined oil products
|
million tonnes
|
180.55
|
151.60
|
19.1
|
|
Total domestic sales volume of refined oil products
|
million tonnes
|
142.61
|
121.99
|
16.9
|
|
Retail
|
million tonnes
|
91.05
|
79.09
|
15.1
|
Marketing and Distribution
|
Unit
|
Nine-month period ended 30 September
|
Changes
|
|
2023
|
2022
|
(%)
|
||
Direct sales & Distribution
|
million tonnes
|
51.56
|
42.91
|
20.2
|
Annualised average throughput per station
|
tonnes/station
|
3,923
|
3,430
|
14.4
|
Chemicals
|
Unit
|
Nine-month period ended 30 September
|
Changes
|
|
2023
|
2022
|
(%)
|
||
Ethylene
|
thousand tonnes
|
10,662
|
10,002
|
6.6
|
Synthetic resin
|
thousand tonnes
|
15,233
|
13,790
|
10.5
|
Monomers and polymers for synthetic fibre
|
thousand tonnes
|
5,943
|
6,705
|
(11.4)
|
Synthetic fibre
|
thousand tonnes
|
803
|
834
|
(3.7)
|
Synthetic rubber
|
thousand tonnes
|
1,052
|
936
|
12.4
|
By Order of the Board
|
|
Ma Yongsheng
|
|
Chairman
|
|
26 October, 2023
|
Items
|
At 30 September 2023
|
At 31 December 2022
|
Current assets:
|
||
Cash at bank and on hand
|
181,782
|
145,052
|
Financial assets held for trading
|
3
|
2
|
Derivative financial assets
|
10,196
|
19,335
|
Accounts receivable
|
89,706
|
46,364
|
Receivables financing
|
8,341
|
3,507
|
Prepayments
|
11,395
|
7,956
|
Other receivables
|
31,447
|
27,009
|
Inventories
|
268,252
|
244,241
|
Other current assets
|
22,864
|
29,674
|
Total current assets
|
623,986
|
523,140
|
Non-current assets:
|
||
Long-term equity investments
|
230,041
|
233,941
|
Other equity instrument investments
|
686
|
730
|
Fixed assets
|
635,628
|
630,758
|
Construction in progress
|
224,408
|
196,045
|
Right-of-use assets
|
175,200
|
178,359
|
Intangible assets
|
121,196
|
120,694
|
Goodwill
|
6,490
|
6,464
|
Long-term deferred expenses
|
12,191
|
12,034
|
Deferred tax assets
|
20,706
|
22,433
|
Other non-current assets
|
33,903
|
26,523
|
Total non-current assets
|
1,460,449
|
1,427,981
|
Total assets
|
2,084,435
|
1,951,121
|
Current liabilities:
|
||
Short-term loans
|
89,152
|
21,313
|
Derivative financial liabilities
|
11,544
|
7,313
|
Bills payable
|
17,711
|
10,782
|
Accounts payable
|
246,393
|
258,642
|
Contract liabilities
|
138,182
|
125,444
|
Employee benefits payable
|
25,561
|
13,617
|
Taxes payable
|
35,448
|
28,379
|
Other payables
|
84,164
|
119,892
|
Non-current liabilities due within one year
|
26,739
|
62,844
|
Other current liabilities
|
19,423
|
19,159
|
Total current liabilities
|
694,317
|
667,385
|
Non-current liabilities:
|
||
Long-term loans
|
187,684
|
94,964
|
Debentures payable
|
11,109
|
12,997
|
Lease liabilities
|
165,455
|
166,407
|
Provisions
|
49,400
|
47,587
|
Deferred tax liabilities
|
8,736
|
7,256
|
Other non-current liabilities
|
14,048
|
14,068
|
Total non-current liabilities
|
436,432
|
343,279
|
Total liabilities
|
1,130,749
|
1,010,664
|
Shareholders’ equity:
|
||
Share capital
|
119,864
|
119,896
|
Capital reserve
|
118,580
|
118,875
|
Less: Treasury shares
|
249
|
-
|
Other comprehensive income
|
902
|
3,072
|
Specific reserve
|
3,873
|
2,813
|
Surplus reserves
|
218,009
|
218,009
|
Retained earnings
|
338,009
|
325,806
|
Total equity attributable to shareholders of the Company
|
798,988
|
788,471
|
Minority interests
|
154,698
|
151,986
|
Total shareholders’ equity
|
953,686
|
940,457
|
Total liabilities and shareholders’ equity
|
2,084,435
|
1,951,121
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
At 30 September 2023
|
At 31 December 2022
|
Current assets:
|
||
Cash at bank and on hand
|
70,528
|
54,578
|
Financial assets held for trading
|
3
|
2
|
Derivative financial assets
|
3,958
|
3,892
|
Accounts receivable
|
32,096
|
33,841
|
Receivables financing
|
4,139
|
703
|
Prepayments
|
2,636
|
4,461
|
Other receivables
|
57,846
|
38,517
|
Inventories
|
72,060
|
70,376
|
Other current assets
|
32,415
|
21,260
|
Total current assets
|
275,681
|
227,630
|
Non-current assets:
|
||
Long-term equity investments
|
399,198
|
382,879
|
Other equity instrument investments
|
201
|
201
|
Fixed assets
|
282,255
|
296,530
|
Construction in progress
|
91,963
|
81,501
|
Right-of-use assets
|
85,659
|
91,549
|
Intangible assets
|
8,290
|
8,095
|
Long-term deferred expenses
|
4,272
|
4,183
|
Deferred tax assets
|
6,579
|
9,487
|
Other non-current assets
|
48,816
|
41,365
|
Total non-current assets
|
927,233
|
915,790
|
Total assets
|
1,202,914
|
1,143,420
|
Current liabilities:
|
||
Short-term loans
|
56,950
|
4,010
|
Derivative financial liabilities
|
2,887
|
4,299
|
Bills payable
|
4,275
|
4,038
|
Accounts payable
|
89,737
|
107,105
|
Contract liabilities
|
7,930
|
9,769
|
Employee benefits payable
|
14,788
|
8,467
|
Taxes payable
|
16,278
|
12,044
|
Other payables
|
232,065
|
247,480
|
Non-current liabilities due within one year
|
11,312
|
39,990
|
Other current liabilities
|
708
|
1,002
|
Total current liabilities
|
436,930
|
438,204
|
Non-current liabilities:
|
||
Long-term loans
|
124,023
|
56,755
|
Debentures payable
|
7,540
|
9,537
|
Lease liabilities
|
87,018
|
91,878
|
Provisions
|
39,914
|
38,298
|
Other non-current liabilities
|
2,090
|
2,121
|
Total non-current liabilities
|
260,585
|
198,589
|
Total liabilities
|
697,515
|
636,793
|
Shareholders’ equity:
|
||
Share capital
|
119,864
|
119,896
|
Capital reserve
|
63,342
|
63,628
|
Less: Treasury shares
|
249
|
-
|
Other comprehensive income
|
657
|
827
|
Specific reserve
|
2,204
|
1,745
|
Surplus reserves
|
218,009
|
218,009
|
Retained earnings
|
101,572
|
102,522
|
Total shareholders’ equity
|
505,399
|
506,627
|
Total liabilities and shareholders’ equity
|
1,202,914
|
1,143,420
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
The third quarter of 2023 (July- September)
|
The third quarter of 2022 (July- September)
|
Nine- month period ended 30 September 2023
|
Nine- month period ended 30 September 2022
|
I. Operating income
|
876,259
|
841,196
|
2,469,941
|
2,453,322
|
II. Total Operating costs
|
844,775
|
837,227
|
2,395,922
|
2,374,159
|
Including: Operating costs
|
734,358
|
735,800
|
2,085,919
|
2,066,625
|
Taxes and surcharges
|
71,248
|
65,817
|
198,509
|
200,226
|
Selling and distribution expenses
|
15,652
|
14,654
|
44,826
|
42,784
|
General and administrative expenses
|
14,607
|
13,439
|
42,094
|
39,622
|
Research and development expenses
|
3,892
|
2,778
|
9,884
|
9,088
|
Financial expenses
|
2,485
|
2,604
|
7,275
|
7,941
|
Including: Interest expenses
|
4,618
|
4,363
|
13,667
|
12,487
|
Interest income
|
1,622
|
1,581
|
4,861
|
4,593
|
Exploration expenses, including dry holes
|
2,533
|
2,135
|
7,415
|
7,873
|
Add: Other income
|
2,783
|
3,727
|
7,679
|
5,848
|
Investment (loss)/ income
|
(1,101)
|
4,296
|
2,190
|
(6,011)
|
Including: Income from investment in associates and joint ventures
|
2,675
|
3,950
|
5,286
|
11,277
|
(Losses) /gains from changes in fair value
|
(7,138)
|
3,323
|
(5,663)
|
1,765
|
Credit impairment (losses) /reversals
|
(51)
|
67
|
(86)
|
139
|
Impairment losses
|
(353)
|
(920)
|
(2,718)
|
(2,376)
|
Asset disposal gains
|
612
|
114
|
1,481
|
249
|
III. Operating profit
|
26,236
|
14,576
|
76,902
|
78,777
|
Add: Non-operating income
|
218
|
822
|
1,158
|
1,677
|
Less: Non-operating expenses
|
666
|
743
|
1,626
|
1,822
|
IV. Profit before taxation
|
25,788
|
14,655
|
76,434
|
78,632
|
Less: Income tax expense
|
4,510
|
1,047
|
14,680
|
15,080
|
V. Net profit
|
21,278
|
13,608
|
61,754
|
63,552
|
Classification by continuity of operations:
|
||||
(i) Net profit from continuing operations
|
21,278
|
13,608
|
61,754
|
63,552
|
(ii) Net profit from discontinued operations
|
-
|
-
|
-
|
-
|
Classification by ownership:
|
||||
(i) Equity shareholders of the Company
|
17,855
|
13,325
|
52,966
|
57,245
|
(ii) Minority interests
|
3,423
|
283
|
8,788
|
6,307
|
VI. Other comprehensive income (net of tax)
|
4,185
|
1,628
|
(909)
|
18,335
|
(1) Other comprehensive income (net of tax) attributable to shareholders of the Company
|
4,198
|
677
|
744
|
16,710
|
Items that will not be reclassified subsequently to profit or loss:
|
||||
Changes in fair value of other equity instrument investments
|
-
|
(1)
|
(1)
|
(14)
|
Items that may be reclassified subsequently to profit or loss:
|
||||
Other comprehensive income that can be reclassified to profit or loss under the equity method
|
(820)
|
(1,537)
|
(5,030)
|
1,977
|
Cost of hedging reserve
|
-
|
253
|
-
|
(169)
|
Cash flow hedges
|
5,553
|
(2,443)
|
2,865
|
7,228
|
Foreign currency translation differences
|
(535)
|
4,405
|
2,910
|
7,688
|
(2) Other comprehensive income (net of tax) attributable to non-controlling interests
|
(13)
|
951
|
(1,653)
|
1,625
|
VII. Total comprehensive income
|
25,463
|
15,236
|
60,845
|
81,887
|
Equity shareholders of the Company
|
22,053
|
14,002
|
53,710
|
73,955
|
Minority interests
|
3,410
|
1,234
|
7,135
|
7,932
|
VIII. Earnings per share
|
||||
(i) Basic earnings per share (RMB/Share)
|
0.149
|
0.110
|
0.442
|
0.473
|
(ii) Diluted earnings per share (RMB/Share)
|
0.149
|
0.110
|
0.442
|
0.473
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
The third quarter of 2023 (July- September)
|
The third quarter of 2022 (July- September)
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
I. Operating income
|
313,049
|
329,242
|
900,334
|
979,672
|
Less: Operating costs
|
251,808
|
271,636
|
725,757
|
792,959
|
Taxes and surcharges
|
43,391
|
41,749
|
120,893
|
128,206
|
Selling and distribution expenses
|
421
|
383
|
1,194
|
1,598
|
General and administrative expenses
|
6,004
|
5,585
|
17,695
|
17,250
|
Research and development expenses
|
3,438
|
1,467
|
8,555
|
7,310
|
Financial expenses
|
2,942
|
2,731
|
8,608
|
7,726
|
Including: Interest expenses
|
3,522
|
3,466
|
10,482
|
10,259
|
Interest income
|
428
|
878
|
1,430
|
2,614
|
Exploration expenses, including dry holes
|
2,360
|
1,924
|
6,451
|
6,718
|
Add: Other income
|
2,348
|
3,209
|
6,256
|
4,654
|
Investment income
|
7,087
|
6,366
|
26,468
|
23,666
|
Including: Income from investment in associates and joint ventures
|
1,378
|
942
|
3,909
|
3,956
|
Gains /(losses) from changes in fair value
|
156
|
(513)
|
338
|
(272)
|
Credit impairment (losses) /reversals
|
(3)
|
3
|
(11)
|
2
|
Impairment reversals/ (losses)
|
-
|
10
|
(1,389)
|
(726)
|
Asset disposal gains
|
2
|
3
|
715
|
124
|
II. Operating profit
|
12,275
|
12,845
|
43,558
|
45,353
|
Add: Non-operating income
|
107
|
492
|
384
|
673
|
Less: Non-operating expenses
|
340
|
358
|
822
|
1,029
|
III. Profit before taxation
|
12,042
|
12,979
|
43,120
|
44,997
|
Less: Income tax expense
|
1,275
|
1,959
|
3,308
|
6,208
|
IV. Net profit
|
10,767
|
11,020
|
39,812
|
38,789
|
(i) Net profit from continuing operations
|
10,767
|
11,020
|
39,812
|
38,789
|
(ii) Net profit from discontinued operations
|
-
|
-
|
-
|
-
|
V. Other comprehensive income (net of tax)
|
1,946
|
(13)
|
26
|
4,743
|
Items that may not be reclassified subsequently to profit or loss:
|
||||
Changes in fair value of other equity instrument investments
|
-
|
-
|
-
|
(5)
|
Items that may be reclassified subsequently to profit or loss:
|
||||
Other comprehensive income that can be converted into profit or loss under the equity method
|
(77)
|
(14)
|
(127)
|
125
|
Cash flow hedges
|
2,023
|
1
|
153
|
4,623
|
VI. Total comprehensive income
|
12,713
|
11,007
|
39,838
|
43,532
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
I. Cash flows from operating activities:
|
||
Cash received from sale of goods and rendering of services
|
2,618,319
|
2,627,885
|
Refund of taxes and levies
|
9,202
|
8,401
|
Other cash received relating to operating activities
|
109,031
|
211,117
|
Sub-total of cash inflows
|
2,736,552
|
2,847,403
|
Cash paid for goods and services
|
(2,154,024)
|
(2,180,888)
|
Cash paid to and for employees
|
(65,806)
|
(61,586)
|
Payments of taxes and levies
|
(240,945)
|
(298,618)
|
Other cash paid relating to operating activities
|
(177,468)
|
(247,067)
|
Sub-total of cash outflows
|
(2,638,243)
|
(2,788,159)
|
Net cash flow from operating activities
|
98,309
|
59,244
|
II. Cash flows from investing activities:
|
||
Cash received from disposal of investments
|
661
|
517
|
Cash received from returns on investments
|
6,518
|
8,718
|
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
|
3,828
|
218
|
Net cash received from disposal of subsidiaries and other business entities
|
-
|
1
|
Other cash received relating to investing activities
|
55,509
|
52,283
|
Sub-total of cash inflows
|
66,516
|
61,737
|
Cash paid for acquisition of fixed assets, intangible assets and other long-term assets
|
(120,061)
|
(94,485)
|
Cash paid for acquisition of investments
|
(3,152)
|
(6,350)
|
Cash paid for acquisition of subsidiaries and other business units
|
(73)
|
(7,641)
|
Other cash paid relating to investing activities
|
(63,892)
|
(23,172)
|
Sub-total of cash outflows
|
(187,178)
|
(131,648)
|
Net cash flow from investing activities
|
(120,662)
|
(69,911)
|
III. Cash flows from financing activities:
|
||
Cash received from capital contributions
|
957
|
1,935
|
Including: Cash received from minority shareholders’ capital contributions to subsidiaries
|
957
|
1,935
|
Cash received from borrowings
|
580,906
|
432,081
|
Other cash received relating to financing activities
|
551
|
1,347
|
Sub-total of cash inflows
|
582,414
|
435,363
|
Cash repayments of borrowings
|
(460,054)
|
(332,437)
|
Cash paid for dividends, profits distribution or interest
|
(51,730)
|
(65,759)
|
Including: Subsidiaries’ cash payments for distribution of dividends or profits to minority shareholders
|
(5,020)
|
(4,360)
|
Other cash paid relating to financing activities
|
(13,985)
|
(13,290)
|
Sub-total of cash outflows
|
(525,769)
|
(411,486)
|
Net cash flow from financing activities
|
56,645
|
23,877
|
IV. Effects of changes in foreign exchange rate
|
738
|
4,798
|
V. Net increase in cash and cash equivalents
|
35,030
|
18,008
|
Add: Initial balance of cash and cash equivalents
|
93,438
|
108,590
|
VI. Ending balance of cash and cash equivalents
|
128,468
|
126,598
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
I. Cash flows from operating activities:
|
||
Cash received from sale of goods and rendering of services
|
981,033
|
1,100,876
|
Refund of taxes and levies
|
6,211
|
5,731
|
Other cash received relating to operating activities
|
34,532
|
13,893
|
Sub-total of cash inflows
|
1,021,776
|
1,120,500
|
Cash paid for goods and services
|
(743,661)
|
(837,202)
|
Cash paid to and for employees
|
(32,681)
|
(31,695)
|
Payments of taxes and levies
|
(130,871)
|
(175,552)
|
Other cash paid relating to operating activities
|
(60,469)
|
(53,355)
|
Sub-total of cash outflows
|
(967,682)
|
(1,097,804)
|
Net cash flow from operating activities
|
54,094
|
22,696
|
II. Cash flows from investing activities:
|
||
Cash received from disposal of investments
|
4,135
|
5,038
|
Cash received from returns on investments
|
16,405
|
23,123
|
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
|
185
|
45
|
Other cash received relating to investing activities
|
38,443
|
146,656
|
Sub-total of cash inflows
|
59,168
|
174,862
|
Cash paid for acquisition of fixed assets, intangible assets and other long-term assets
|
(52,259)
|
(42,868)
|
Cash paid for acquisition of investments
|
(18,047)
|
(20,452)
|
Cash paid for acquisition of subsidiaries and other business units
|
-
|
(4,221)
|
Other cash paid relating to investing activities
|
(42,979)
|
(136,949)
|
Sub-total of cash outflows
|
(113,285)
|
(204,490)
|
Net cash flow from investing activities
|
(54,117)
|
(29,628)
|
III. Cash flows from financing activities:
|
||
Cash received from borrowings
|
166,544
|
187,385
|
Other cash received relating to financing activities
|
168,249
|
294,614
|
Sub-total of cash inflows
|
334,793
|
481,999
|
Cash repayments of borrowings
|
(77,032)
|
(121,305)
|
Cash paid for dividends or interest
|
(46,787)
|
(63,082)
|
Other cash paid relating to financing activities
|
(170,608)
|
(288,135)
|
Sub-total of cash outflows
|
(294,427)
|
(472,522)
|
Net cash flow from financing activities
|
40,366
|
9,477
|
IV. Effects of changes in foreign exchange rate
|
56
|
(8)
|
V. Net increase in cash and cash equivalents
|
40,399
|
2,537
|
Add:Initial balance of cash and cash equivalents
|
23,228
|
34,575
|
VI. Ending balance of cash and cash equivalents
|
63,627
|
37,112
|
Ma Yongsheng
|
Yu Baocai
|
Shou Donghua
|
||
Chairman
|
President
|
Chief Financial Officer
|
||
(Legal representative)
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Income from principal operations
|
||
Exploration and production
|
||
External sales
|
128,707
|
138,870
|
Inter–segment sales
|
85,702
|
92,164
|
Subtotal
|
214,409
|
231,034
|
Refining
|
||
External sales
|
128,742
|
148,241
|
Inter–segment sales
|
1,004,531
|
1,028,879
|
Subtotal
|
1,133,273
|
1,177,120
|
Marketing and distribution
|
||
External sales
|
1,312,648
|
1,227,731
|
Inter–segment sales
|
14,386
|
9,886
|
Subtotal
|
1,327,034
|
1,237,617
|
Chemicals
|
||
External sales
|
303,549
|
342,259
|
Inter–segment sales
|
68,621
|
60,194
|
Subtotal
|
372,170
|
402,453
|
Corporate and others
|
||
External sales
|
546,948
|
550,609
|
Inter–segment sales
|
676,817
|
775,647
|
Subtotal
|
1,223,765
|
1,326,256
|
Elimination of inter–segment sales
|
(1,850,057)
|
(1,966,770)
|
Consolidated income from principal operations
|
2,420,594
|
2,407,710
|
Income from other operations
|
||
Exploration and production
|
4,589
|
4,465
|
Refining
|
2,745
|
2,874
|
Marketing and distribution
|
33,173
|
28,952
|
Chemicals
|
6,988
|
7,496
|
Corporate and others
|
1,852
|
1,825
|
Consolidated income from other operations
|
49,347
|
45,612
|
Consolidated operating income
|
2,469,941
|
2,453,322
|
Operating profit
|
||
By segment
|
||
Exploration and production
|
33,313
|
39,165
|
Refining
|
17,484
|
20,023
|
Marketing and distribution
|
24,120
|
21,759
|
Chemicals
|
(3,782)
|
(4,502)
|
Corporate and others
|
9,845
|
15,632
|
Elimination
|
(2,490)
|
(7,210)
|
Total segment operating profit
|
78,490
|
84,867
|
Investment income
|
||
Exploration and production
|
1,885
|
2,848
|
Refining
|
(79)
|
(74)
|
Marketing and distribution
|
1,481
|
494
|
Chemicals
|
(3,928)
|
2,986
|
Corporate and others
|
2,831
|
(12,265)
|
Total segment investment income/ (loss)
|
2,190
|
(6,011)
|
Financial expenses
|
(7,275)
|
(7,941)
|
(Losses)/ gains from changes in fair value
|
(5,663)
|
1,765
|
Asset disposal gains
|
1,481
|
249
|
Other income
|
7,679
|
5,848
|
Operating profit
|
76,902
|
78,777
|
Add: Non-operating income
|
1,158
|
1,677
|
Less: Non-operating expenses
|
1,626
|
1,822
|
Profit before taxation
|
76,434
|
78,632
|
Items
|
Current Amount (July- September)
|
Amount of the previous period (July- September)
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Revenue
|
||||
Revenue from primary business
|
859,092
|
825,474
|
2,420,594
|
2,407,710
|
Other operating revenues
|
17,167
|
15,722
|
49,347
|
45,612
|
Subtotal
|
876,259
|
841,196
|
2,469,941
|
2,453,322
|
Operating expenses
|
||||
Purchased crude oil, products and operating supplies and expenses
|
(697,914)
|
(700,430)
|
(1,980,796)
|
(1,962,613)
|
Selling, general and administrative expenses
|
(15,487)
|
(13,965)
|
(42,868)
|
(40,762)
|
Depreciation, depletion and amortisation
|
(28,304)
|
(27,911)
|
(83,543)
|
(81,549)
|
Exploration expenses, including dry holes
|
(2,533)
|
(2,135)
|
(7,415)
|
(7,873)
|
Personnel expenses
|
(26,939)
|
(25,264)
|
(76,888)
|
(74,487)
|
Taxes other than income tax
|
(71,248)
|
(65,817)
|
(198,509)
|
(200,226)
|
Impairment (losses) /reversals on trade and other receivables
|
(51)
|
67
|
(86)
|
139
|
Other operating (expense) /income, net
|
(8,192)
|
7,221
|
(549)
|
(10,065)
|
Total operating expenses
|
(850,668)
|
(828,234)
|
(2,390,654)
|
(2,377,436)
|
Operating profit
|
25,591
|
12,962
|
79,287
|
75,886
|
Finance costs
|
||||
Interest expense
|
(4,618)
|
(4,363)
|
(13,667)
|
(12,487)
|
Interest income
|
1,622
|
1,581
|
4,861
|
4,593
|
Foreign currency exchange gains/ (losses), net
|
511
|
178
|
1,531
|
(47)
|
Net finance costs
|
(2,485)
|
(2,604)
|
(7,275)
|
(7,941)
|
Investment income
|
124
|
74
|
373
|
200
|
Share of profits less losses from associates and joint ventures
|
2,675
|
3,950
|
5,286
|
11,277
|
Profit before taxation
|
25,905
|
14,382
|
77,671
|
79,422
|
Income tax expense
|
(4,510)
|
(1,047)
|
(14,680)
|
(15,080)
|
Profit for the period
|
21,395
|
13,335
|
62,991
|
64,342
|
Attributable to:
|
||||
Owners of the Company
|
17,938
|
13,028
|
54,060
|
57,869
|
Non-controlling interests
|
3,457
|
307
|
8,931
|
6,473
|
Profit for the period
|
21,395
|
13,335
|
62,991
|
64,342
|
Earnings per share:
|
||||
Basic earnings per share (RMB)
|
0.150
|
0.108
|
0.451
|
0.478
|
Diluted earnings per share (RMB)
|
0.150
|
0.108
|
0.451
|
0.478
|
Items
|
Current Amount (July- September)
|
Amount of the previous period (July-September)
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Profit for the period
|
21,395
|
13,335
|
62,991
|
64,342
|
Other comprehensive income:
|
||||
Other comprehensive income (net of tax) attributable to shareholders of the Company
|
4,198
|
677
|
744
|
16,710
|
Items that may not be reclassified subsequently to profit or loss:
|
||||
Equity investments at fair value through other comprehensive income
|
-
|
(1)
|
(1)
|
(14)
|
Items that may be reclassified subsequently to profit or loss:
|
||||
Share of other comprehensive income of associates and joint ventures
|
(820)
|
(1,537)
|
(5,030)
|
1,977
|
Cash flow hedges
|
5,553
|
(2,443)
|
2,865
|
7,228
|
Cost of hedging reserve
|
-
|
253
|
-
|
(169)
|
Foreign currency translation differences
|
(535)
|
4,405
|
2,910
|
7,688
|
Other comprehensive income (net of tax) attributable to non-controlling interests
|
(13)
|
951
|
(1,653)
|
1,625
|
Total other comprehensive income net of tax
|
4,185
|
1,628
|
(909)
|
18,335
|
Total comprehensive income for the period
|
25,580
|
14,963
|
62,082
|
82,677
|
Attributable to:
|
||||
Shareholders of the Company
|
22,136
|
13,705
|
54,804
|
74,579
|
Non-controlling interests
|
3,444
|
1,258
|
7,278
|
8,098
|
Items
|
At 30 September 2023
|
At 31 December 2022
|
Non-current assets:
|
||
Property, plant and equipment, net
|
635,493
|
630,700
|
Construction in progress
|
224,408
|
196,045
|
Right-of-use assets
|
262,547
|
264,856
|
Goodwill
|
6,490
|
6,464
|
Interest in associates
|
162,461
|
159,150
|
Interest in joint ventures
|
67,580
|
74,791
|
Financial assets at fair value through other comprehensive income
|
686
|
730
|
Deferred tax assets
|
20,706
|
22,433
|
Long-term prepayments and other non-current assets
|
80,078
|
72,812
|
Total non-current assets
|
1,460,449
|
1,427,981
|
Current assets:
|
||
Cash and cash equivalents
|
128,468
|
93,438
|
Time deposits with financial institutions
|
53,314
|
51,614
|
Financial assets at fair value through profit and loss
|
3
|
2
|
Derivatives financial assets
|
10,196
|
19,335
|
Trade accounts receivable and bills receivable
|
89,706
|
46,364
|
Financial assets at fair value through other comprehensive income
|
8,341
|
3,507
|
Inventories
|
268,252
|
244,241
|
Prepaid expenses and other current assets
|
65,706
|
64,639
|
Total current assets
|
623,986
|
523,140
|
Current liabilities:
|
||
Short-term debts
|
79,586
|
59,037
|
Loans from Sinopec Group Company and fellow subsidiaries
|
15,428
|
7,292
|
Lease liabilities
|
17,289
|
16,004
|
Derivatives financial liabilities
|
11,544
|
7,313
|
Trade accounts payable and bills payable
|
264,104
|
269,424
|
Contract liabilities
|
138,182
|
125,444
|
Other payables
|
163,321
|
178,146
|
Income tax payable
|
4,863
|
4,725
|
Total current liabilities
|
694,317
|
667,385
|
Net current liabilities
|
70,331
|
144,245
|
Total assets less current liabilities
|
1,390,118
|
1,283,736
|
Non-current liabilities:
|
||
Long-term debts
|
175,160
|
85,706
|
Loans from Sinopec Group Company and fellow subsidiaries
|
23,633
|
22,255
|
Lease liabilities
|
165,455
|
166,407
|
Deferred tax liabilities
|
8,736
|
7,256
|
Provisions
|
49,400
|
47,587
|
Other non-current liabilities
|
14,925
|
14,983
|
Total non-current liabilities
|
437,309
|
344,194
|
Total net assets
|
952,809
|
939,542
|
Equity:
|
||
Share capital
|
119,864
|
119,896
|
Reserves
|
678,288
|
667,704
|
Total equity attributable to shareholders of the Company
|
798,152
|
787,600
|
Non-controlling interests
|
154,657
|
151,942
|
Total equity
|
952,809
|
939,542
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Net cash generated from operating activities(a)
|
98,309
|
59,244
|
Investing activities
|
||
Capital expenditure
|
(108,081)
|
(82,142)
|
Exploratory wells expenditure
|
(11,980)
|
(12,343)
|
Purchase of investments
|
(3,152)
|
(5,341)
|
Payment for financial assets at fair value through profit or loss
|
-
|
(1,009)
|
Proceeds from settlement of financial assets at fair value through profit or loss
|
-
|
6
|
Payment for acquisition of subsidiary, net of cash acquired
|
(73)
|
(7,641)
|
Proceeds from disposal of investments
|
661
|
512
|
Proceeds from disposal of property, plant, equipment and other non- current assets
|
3,828
|
218
|
Increase in time deposits with maturities over three months
|
(62,391)
|
(22,071)
|
Decrease in time deposits with maturities over three months
|
48,691
|
47,491
|
Interest received
|
6,804
|
3,489
|
Investment and dividend income received
|
6,518
|
8,718
|
(Payments of)/ proceeds from other investing activities
|
(1,487)
|
202
|
Net cash used in investing activities
|
(120,662)
|
(69,911)
|
Financing activities
|
||
Proceeds from bank and other loans
|
580,906
|
432,081
|
Repayments of bank and other loans
|
(460,054)
|
(332,437)
|
Contributions to subsidiaries from non-controlling interests
|
957
|
1,935
|
Dividends paid by the Company
|
(40,765)
|
(56,903)
|
Distributions by subsidiaries to non-controlling interests
|
(5,020)
|
(4,360)
|
Interest paid
|
(5,945)
|
(4,496)
|
Repayments of lease liabilities
|
(13,041)
|
(10,877)
|
Proceeds from other financing activities
|
551
|
1,347
|
Repayments of other financing activities
|
(944)
|
(2,413)
|
Net cash generated from financing activities
|
56,645
|
23,877
|
Net increase in cash and cash equivalents
|
34,292
|
13,210
|
Cash and cash equivalents at 1 January
|
93,438
|
108,590
|
Effect of foreign currency exchange rate changes
|
738
|
4,798
|
Cash and cash equivalents at 30 September
|
128,468
|
126,598
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Operating activities
|
||
Profit before taxation
|
77,671
|
79,422
|
Adjustments for:
|
||
Depreciation, depletion and amortisation
|
83,543
|
81,549
|
Dry hole costs written off
|
5,153
|
5,556
|
Share of profits less losses from associates and joint ventures
|
(5,286)
|
(11,277)
|
Investment income
|
(373)
|
(200)
|
Interest income
|
(4,861)
|
(4,593)
|
Interest expense
|
13,667
|
12,487
|
Loss /(gain) on foreign currency exchange rate changes and derivative financial instruments
|
4,140
|
(451)
|
(Gain) /loss on disposal of property, plant, equipment and other non-current assets, net
|
(1,095)
|
205
|
Impairment losses on assets
|
2,718
|
2,376
|
Impairment losses /(reversals) on trade and other receivables
|
86
|
(139)
|
Operating profit before change of operating capital
|
175,363
|
164,935
|
Accounts receivable and other current assets
|
(58,267)
|
(26,933)
|
Inventories
|
(26,600)
|
(77,664)
|
Accounts payable and other current liabilities
|
15,461
|
13,041
|
Subtotal
|
105,957
|
73,379
|
Income tax paid
|
(7,648)
|
(14,135)
|
Net cash generated from operating activities
|
98,309
|
59,244
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Revenue from primary business
|
||
Exploration and production
|
||
External sales
|
128,707
|
138,870
|
Inter-segment sales
|
85,702
|
92,164
|
Subtotal
|
214,409
|
231,034
|
Refining
|
||
External sales
|
128,742
|
148,241
|
Inter-segment sales
|
1,004,531
|
1,028,879
|
Subtotal
|
1,133,273
|
1,177,120
|
Marketing and distribution
|
||
External sales
|
1,312,648
|
1,227,731
|
Inter-segment sales
|
14,386
|
9,886
|
Subtotal
|
1,327,034
|
1,237,617
|
Chemicals
|
||
External sales
|
303,549
|
342,259
|
Inter-segment sales
|
68,621
|
60,194
|
Subtotal
|
372,170
|
402,453
|
Corporate and others
|
||
External sales
|
546,948
|
550,609
|
Inter-segment sales
|
676,817
|
775,647
|
Subtotal
|
1,223,765
|
1,326,256
|
Elimination of inter-segment sales
|
(1,850,057)
|
(1,966,770)
|
Revenue from primary business
|
2,420,594
|
2,407,710
|
Other operating revenues
|
||
Exploration and production
|
4,589
|
4,465
|
Refining
|
2,745
|
2,874
|
Marketing and distribution
|
33,173
|
28,952
|
Chemicals
|
6,988
|
7,496
|
Corporate and others
|
1,852
|
1,825
|
Other operating revenues
|
49,347
|
45,612
|
Revenue
|
2,469,941
|
2,453,322
|
Result
|
||
Operating profit/ (loss)
|
||
By segment
|
||
Exploration and production
|
39,178
|
43,591
|
Refining
|
18,963
|
20,849
|
Marketing and distribution
|
24,348
|
21,120
|
Chemicals
|
(2,775)
|
(4,037)
|
Corporate and others
|
2,063
|
1,573
|
Elimination
|
(2,490)
|
(7,210)
|
Total segment operating profit
|
79,287
|
75,886
|
Share of profits/ (losses) from associates and joint ventures
|
||
Exploration and production
|
2,442
|
2,654
|
Refining
|
(286)
|
(245)
|
Marketing and distribution
|
2,176
|
1,994
|
Chemicals
|
(3,656)
|
3,131
|
Corporate and others
|
4,610
|
3,743
|
Aggregate share of profits from associates and joint ventures
|
5,286
|
11,277
|
Investment income
|
||
Exploration and production
|
-
|
-
|
Refining
|
23
|
41
|
Marketing and distribution
|
4
|
40
|
Chemicals
|
(276)
|
(155)
|
Corporate and others
|
622
|
274
|
Aggregate investment income
|
373
|
200
|
Net finance costs
|
(7,275)
|
(7,941)
|
Profit before taxation
|
77,671
|
79,422
|
Items
|
Nine-month period ended 30 September 2023
|
Nine-month period ended 30 September 2022
|
Net profit under CASs
|
61,754
|
63,552
|
Adjustments:
|
||
Government grants(i)
|
38
|
44
|
Safety production fund(ii)
|
1,202
|
1,088
|
Other
|
(3)
|
(342)
|
Profit for the period under IFRS
|
62,991
|
64,342
|
Items
|
As of 30 September 2023
|
As of 31 December 2022
|
Shareholders’ equity under CASs
|
953,686
|
940,457
|
Adjustments:
|
||
Government grants(i)
|
(877)
|
(915)
|
Total equity under IFRS
|
952,809
|
939,542
|
Items
|
The Group
|
||
Net profit for the nine months ended 30 September 2022
|
2022 Closing balance of shareholders’ equity
|
2022 Opening balance of shareholders’ equity
|
|
Net profit and shareholders’ equity before adjustments
|
62,910
|
937,153
|
916,041
|
The effects of the exemption of initial recognition not applicable to the deferred tax relating to assets and liabilities arising out of a single
transaction
|
642
|
3,304
|
2,448
|
Net profit and shareholders’ equity after adjustments
|
63,552
|
940,457
|
918,489
|
Items
|
The Company
|
||
Net profit for the nine months ended 30 September 2022
|
2022 Closing balance of shareholders’ equity
|
2022 Opening balance of shareholders’ equity
|
|
Net profit and shareholders’ equity before adjustments
|
38,389
|
504,877
|
526,314
|
The effects of the exemption of initial recognition not applicable to the deferred tax relating to assets and liabilities arising out of a single
transaction
|
400
|
1,750
|
1,217
|
Net profit and shareholders’ equity after adjustments
|
38,789
|
506,627
|
527,531
|
Items
|
As of 31 December 2022 before adjustment
|
Adjusted amount
|
As of 31 December 2022 after adjustment
|
Non-current assets:
|
|||
Deferred tax assets
|
19,952
|
2,481
|
22,433
|
Total non-current assets
|
1,425,500
|
2,481
|
1,427,981
|
Total assets
|
1,948,640
|
2,481
|
1,951,121
|
Non-current liabilities:
|
|||
Deferred tax liabilities
|
8,079
|
(823)
|
7,256
|
Total non-current liabilities
|
344,102
|
(823)
|
343,279
|
Total liabilities
|
1,011,487
|
(823)
|
1,010,664
|
Shareholders’ equity:
|
|||
Surplus reserves
|
217,834
|
175
|
218,009
|
Retained earnings
|
323,087
|
2,719
|
325,806
|
Total equity attributable to shareholders of the Company
|
785,577
|
2,894
|
788,471
|
Minority interests
|
151,576
|
410
|
151,986
|
Total shareholders’ equity
|
937,153
|
3,304
|
940,457
|
Total liabilities and shareholders’ equity
|
1,948,640
|
2,481
|
1,951,121
|
Items
|
As of 31 December 2022 before adjustment
|
Adjusted amount
|
As of 31 December 2022 after adjustment
|
Non-current assets:
|
|||
Deferred tax assets
|
7,737
|
1,750
|
9,487
|
Total non-current assets
|
914,040
|
1,750
|
915,790
|
Total assets
|
1,141,670
|
1,750
|
1,143,420
|
Shareholders’ equity:
|
|||
Surplus reserves
|
217,834
|
175
|
218,009
|
Retained earnings
|
100,947
|
1,575
|
102,522
|
Total shareholders’ equity
|
504,877
|
1,750
|
506,627
|
Total liabilities and shareholders’ equity
|
1,141,670
|
1,750
|
1,143,420
|
Items
|
Nine-month period ended 30 September 2022
before adjustment
|
Adjusted amount
|
Nine-month period ended 30 September
2022 after adjustment
|
Income tax expense
|
15,722
|
(642)
|
15,080
|
V. Net profit
|
62,910
|
642
|
63,552
|
Classification by going concern:
|
|||
(i) Continuous operating net profit
|
62,910
|
642
|
63,552
|
Classification by ownership:
|
|||
(i) Equity shareholders of the Company
|
56,660
|
585
|
57,245
|
(ii) Minority interests
|
6,250
|
57
|
6,307
|
VII. Total comprehensive income
|
|||
Equity shareholders of the Company
|
73,370
|
585
|
73,955
|
Minority interests
|
7,875
|
57
|
7,932
|
VIII. Earnings per share
|
|||
(i) Basic earnings per share (RMB/Share)
|
0.468
|
0.005
|
0.473
|
(ii) Diluted earnings per share (RMB/Share)
|
0.468
|
0.005
|
0.473
|
Items
|
Nine-month period ended 30 September 2022
before adjustment
|
Adjusted amount
|
Nine-month period ended 30 September
2022 after adjustment
|
Income tax expense
|
6,608
|
(400)
|
6,208
|
IV. Net profit
|
38,389
|
400
|
38,789
|
(i) Continuous operating net profit
|
38,389
|
400
|
38,789
|
VI. Total comprehensive income
|
43,132
|
400
|
43,532
|
Items
|
The Group
|
||
Profit for the nine-month period ended 30 September 2022
|
Equity as of 31 December 2022
|
Equity as of 1 January 2022
|
|
Net profit and equity before adjustments
|
63,700
|
936,238
|
915,074
|
The effects of the exemption of initial recognition not applicable to the deferred tax relating to assets and liabilities arising out of a single transaction
|
642
|
3,304
|
2,448
|
Net profit and equity after adjustments
|
64,342
|
939,542
|
917,522
|
Items
|
Nine-month period ended 31 September
2022 before adjustment
|
Adjusted amount
|
Nine-month period ended 31 September
2022 after adjustment
|
Profit before taxation
|
79,422
|
-
|
79,422
|
Income tax expense
|
(15,722)
|
642
|
(15,080)
|
Profit for the period
|
63,700
|
642
|
64,342
|
Attributable to:
|
|||
Owners of the Company
|
57,284
|
585
|
57,869
|
Non-controlling interests
|
6,416
|
57
|
6,473
|
Profit for the period
|
63,700
|
642
|
64,342
|
Earnings per share:
|
|||
Basic earnings per share (RMB/Share)
|
0.473
|
0.005
|
0.478
|
Diluted earnings per share (RMB/Share)
|
0.473
|
0.005
|
0.478
|
Items
|
Nine-month period ended 31 September 2022 before adjustment
|
Adjusted amount
|
Nine-month period ended 31 September 2022 after adjustment
|
Total comprehensive income for the period
|
82,035
|
642
|
82,677
|
Attributable to:
|
|||
Shareholders of the Company
|
73,994
|
585
|
74,579
|
Non-controlling interests
|
8,041
|
57
|
8,098
|
Items
|
As of 31 December 2022 before adjustment
|
Adjusted amount
|
As of 31 December 2022 after adjustment
|
Non-current assets:
|
|||
Deferred tax assets
|
19,952
|
2,481
|
22,433
|
Total non-current assets
|
1,425,500
|
2,481
|
1,427,981
|
Total current assets
|
523,140
|
-
|
523,140
|
Total current liabilities
|
667,385
|
-
|
667,385
|
Net current liabilities
|
144,245
|
-
|
144,245
|
Total assets less current liabilities
|
1,281,255
|
2,481
|
1,283,736
|
Non-current liabilities:
|
|||
Deferred tax liabilities
|
8,079
|
(823)
|
7,256
|
Total non-current liabilities
|
345,017
|
(823)
|
344,194
|
Total net assets
|
936,238
|
3,304
|
939,542
|
Equity:
|
|||
Reserves
|
664,810
|
2,894
|
667,704
|
Total equity attributable to shareholders of the Company
|
784,706
|
2,894
|
787,600
|
Non-controlling interests
|
151,532
|
410
|
151,942
|
Total equity
|
936,238
|
3,304
|
939,542
|
Article 1 |
These Terms of Reference (the “Terms”) are established by China Petroleum & Chemical Corporation (the “Company”) for the Audit Committee under its board of directors (the “Committee”) in accordance with the relevant laws, regulations and normative documents including
the Articles of Association of China Petroleum & Chemical Corporation (the “Articles”), the Code of Governance for Listed Companies published by the China
Securities Regulatory Commission and other relevant laws, regulations and normative documents, and the relevant securities regulations of the jurisdictions where the Company is listed as well as the Company’s actual conditions, in order to
set down the composition, responsibilities and rules of procedure of the Committee.
|
Article 2 |
The Committee is an internal committee specifically set up by and responsible to the board of directors of the Company.
|
Article 3 |
The Committee shall comprise of a minimum of three members and shall satisfy the requirements of the domestic and overseas securities regulatory rules of the
jurisdictions where the Company is listed for the composition of the Committee and the qualifications of its members.
|
Article 4 |
The members of the Committee shall satisfy the following requirements:
|
(1) |
Familiar with the relevant domestic and overseas laws and regulations, and understand the business, operating management, organizational structure, and
management systems of the Company.
|
(2) |
Having knowledge of finance, accounting, auditing, surveillance or macro- economy, etc. There shall be at least one member that has expertise in accounting
as required by the securities regulations.
|
(3) |
Having strong ability to make comprehensive analysis and judgment and capable of dealing with complicated financial and operational issues.
|
(4) |
Strictly adhering to the law, proactively performing their duties and safeguarding the rights and interests of the Company and its shareholders in accordance
with applicable laws and regulations and the Articles.
|
(5) |
Maintaining the business secrets of the Company confidential and refraining from abusing their powers for personal gains.
|
(6) |
A former partner of the Company’s existing auditing firm should be prohibited from acting as a member of the Committee for a period of two years from the
date of his ceasing: (a) to be a partner of the firm; or (b) to have any financial interest in the firm, whichever is the later.
|
Article 5 |
The Committee shall have one secretary, who is responsible for assisting with the work and communicating with the board of directors. The Committee shall
establish an administrative office responsible for undertaking its daily business.
|
Article 6 |
Members of the Committee shall either be nominated by the chairman of the board of directors of the Company, more than half of the independent directors, or
one third of all the directors. The appointment shall be made by the board of directors of the Company.
|
Article 7 |
Members of the Committee shall serve for the same term as the directors of the Company. Any member of the Committee who ceases to be a director of the
Company shall become automatically disqualified from the Committee and the Company shall, if necessary, appoint a replacement to fill in the vacancy caused by such disqualification pursuant to articles above.
|
Article 8 |
The Committee may, if needed, engage advisory members who provide professional advices as requested by the Committee.
|
Article 9 |
The Committee is responsible for fulfilling various duties and responsibilities (including but not limited to the scope of duties and responsibilities
stipulated in this chapter) delegated by the domestic and overseas security regulatory authorities and fulfilling such other duties and responsibilities delegated by the board of directors.
|
Article 10 |
The Committee is responsible for reviewing the appointment or removal of the finance head and submitting it to the board of directors for consideration.
|
Article 11 |
The Committee is responsible for the appointment, reappointment and removal of the external auditor and giving advice on the audit remuneration:
|
(1) |
To formulate the selection policies, procedures and relevant internal control systems of the external auditor responsible for the audit of the Company’s
financial and accounting reports, review the selection documents, determine the evaluation elements and specific scoring standards, and supervise the selection process, in accordance with the authorization from the board of directors.
|
(2) |
To propose to start the selection or replacement and relevant works, review the audit remuneration, and submit the opinions to the board of directors for
consideration.
|
Article 12 |
The Committee is responsible for supervising and assessing the external audit work, mainly including:
|
(1) |
To review and monitor the external auditor’s independence, objectivity and the effectiveness of the audit process in accordance with applicable standards.
|
(2) |
To discuss with the external auditor about the nature, scope of the audit and its audit responsibility before the audit commences.
|
(3) |
To develop and implement policy on engaging an external auditor to provide non-audit services, if necessary. The Committee should report to the board,
identifying and making recommendations on any matters where action or improvement is needed.
|
(4) |
To urge the external auditor to be honest and trustworthy, diligent and responsible, strictly abide by business rules and industry self-discipline standards,
strictly implement the internal control system, verify the Company’s financial and accounting reports, perform special care obligations, and prudently express professional opinions.
|
(5) |
To submit an assessment report on the performance of duties by the external auditor and a report on the performance of supervisory duties performed by the
Committee to the board of directors each year.
|
Article 13 |
The Committee shall review the Company’s financial information and its disclosure, mainly including:
|
(1) |
To monitor the process of preparing the Company’s quarterly, interim and annual financial and accounting reports.
|
(2) |
To review the Company’s quarterly, interim and annual financial and accounting reports for their truthfulness, accuracy and completeness. Close attention
should be given to:
|
i. |
To review the significant accounting and audit problems in the Company’s financial and accounting reports, study the significant or unusual items that are,
or may need to be, reflected in the financial and accounting reports, and give due consideration to any matters that have been raised by the Company’s accounting and finance department, compliance department or external auditor.
|
ii. |
To review whether there are any changes in accounting policies and estimates during the reporting period, review the changes in accounting policies and
accounting estimates or correction of significant accounting mistakes for reasons other than changes in accounting standards, which shall be subject to the consideration by the board of directors.
|
iii. |
To review the significant judgmental matters involved in the financial and accounting reports.
|
iv. |
To review the significant adjustments resulting from audit by the external auditor.
|
v. |
To review the assumptions with regards to the Company’s sustainable operation or any qualified opinions.
|
vi. |
To review compliance with accounting standards, the securities regulations of the jurisdictions where the Company is listed and the relevant legal
requirements.
|
(3) |
To discuss queries raised by the external auditor resulting from auditing the Company’s interim and annual financial and accounting reports.
|
(4) |
To review the external auditor’s audit statement or management letter to the management, and queries raised to the management in respect of the Company’s
finance or internal control and ensure the relevant feedback from the Company’s management could be reviewed in a timely manner.
|
(5) |
To communicate with the board of directors and senior management in respect of the Company’s financial reports on a regular basis. The Committee must meet,
at least twice a year, with the Company’s external auditor.
|
Article 14 |
The Committee shall coordinate the work and communication between the Company’s management, the audit department and relevant departments and the external
auditor, and shall be responsible for monitoring the relationship between the Company and the external auditor.
|
Article 15 |
The Committee shall review the Company’s financial policies, internal auditing system, and internal control system and risk management system, including:
|
(1) |
To review the Company’s financial and accounting policies and practice.
|
(2) |
To discuss and evaluate the effectiveness of risk management and the internal control system with the management. This discussion should include the adequacy
of resources, staff qualifications and experience, training programs and budget in relation to the Company’s accounting and financial reporting function.
|
(3) |
Proactively or upon the authorization of the board of directors, to study major investigation findings on risk management and internal control and
management’s solutions to these findings.
|
Article 16 |
The Committee shall supervise and evaluate the internal auditing of the Company, mainly including:
|
(1) |
To guide and supervise the implementation of the internal audit system.
|
(2) |
To review the Company’s annual internal auditing plan and internal auditing report and to supervise the implementation of the Company’s internal auditing
plan.
|
(3) |
To debrief reports on the implementation of the internal auditing plan and the problems found in the internal auditing on a quarterly basis.
|
(4) |
To ensure that the audit department of the Company is adequately resourced.
|
(5) |
To review and supervise the effectiveness of the audit department of the Company and to report to the board of directors the progress and quality of the
internal auditing and significant issues identified.
|
(6) |
To supervise the internal audit department of the Company to inspect the following matters at least once every six months and issue an inspection report to
the Committee: (i) the implementation of major events such as the use of proceeds raised by the Company, provision of guarantees, connected transactions, securities investment and derivative commodity transactions, provision of financial
assistance, purchase or sale of assets, external investment, etc.; (ii) the Company’s transactions involving large amounts of funds and fund transactions with directors, supervisors, senior management, controlling shareholders, actual
controllers and their related parties.
|
Article 17 |
The Committee shall entertain, settle and keep in confidence complaints or anonymous tip-offs against the potential misconducts in relation to accounting,
audit, internal control, etc., allowing the Company to investigate into the relevant matters in an independent and fair manner and take corresponding measures.
|
Article 18 |
The Committee shall maintain a high degree of caution and attention in relation to the following matters relating to the external auditor:
|
(1) |
Change of external auditor after the balance sheet date until the issuance of the annual report, change of external auditor for two consecutive years, or
change of external auditor for multiple times in the same year.
|
(2) |
The proposed external auditor has been subject to multiple administrative penalties due to its quality of practice in the past three years or is under
investigation for multiple audit projects.
|
(3) |
The original audit team that is proposed to engage is transferred to another external auditor.
|
(4) |
The remuneration during the selection period has changed significantly compared with that of the previous year, or the transaction price of the selection is
significantly lower than the benchmark price.
|
(5) |
The external auditor failed to substantively rotate the audit project partners and signed certified public accountants as required.
|
Article 19 |
The Committee shall report its work to the board of directors of the Company on a regular basis.
|
Article 20 |
The chairman of the Committee shall perform the following obligations and responsibilities:
|
(1) |
To convene and preside over the meetings of the Committee.
|
(2) |
To take charge of the daily business of the Committee.
|
(3) |
To review, finalize and sign the reports and other important documents of the Committee.
|
(4) |
To examine the implementation of the resolutions and proposals of the Committee.
|
(5) |
To report its work to the board of directors of the Company on behalf of the Committee.
|
(6) |
To fulfill such other duties and responsibilities as assigned to the chairman of the Committee.
|
Article 21 |
The Committee shall hold at least one meeting each quarter to discuss about internal auditing plan and debrief the Company’s financial and audit department
as well as review the quarterly report, interim report and annual report.
|
Article 22 |
The Committee shall hold the meeting. The chairman of the Committee shall convene the meeting and issue notice of the meeting. Notice of the meeting, the
meeting agenda and the relevant meeting documents shall be sent to all the Committee members by the Company at least five days before the date of the meeting. Subject to the consents of all the Committee members, the foregoing requirement
of the notification period may be waived.
|
Article 23 |
A meeting of the Committee shall be held with the attendance of two-thirds or more of the members of the Committee. Members of the Committee shall attend the
Committee meetings in person and give express opinions on the matters considered at the meetings. Where a member is unable to attend a Committee meeting in person for any reason, he/she may sign a power of attorney to appoint another member
of the Committee as the proxy to attend and give opinions at such meeting on his/her behalf. The power of attorney shall set out the scope of authorization and validity of the time limit of the proxy. Each member of the Committee may act as
the proxy of only one other member.
|
Article 24 |
Any of the opinions provided by the Committee to the board of directors shall be subject to the approval of more than half of all the members of the
Committee. In the event that the Committee is unable to form a valid opinion on a certain matter due to the abstaining of any of its members, such matter shall be considered directly by the board of directors.
|
Article 25 |
Minutes should be produced for Committee meetings. Draft and final versions of minutes of the meetings should be sent to all Committee members for their
comments and records, respectively, within a reasonable time after the meeting.
|
Article 26 |
The senior management and relevant departments of the Company shall actively provide such necessary information and documents as required by the Committee in
a cooperative and supportive manner. In particular, the financial department shall provide financial reports, reports on operation of funds and other financial information to the Committee on a regular basis, keep the Committee informed of
significant business activities timely, actively cooperate with the work of the Committee and pay attention to the proposals and requirements raised by the Committee.
|
Article 27 |
The Committee’s fund shall be covered by the budget of the Company and shall be guaranteed to be sufficient. The Committee may, if necessary, engage
intermediaries, legal counsels, certified public accountants (“CPAs”), auditors and other professional parties to provide professional advice at the reasonable cost of the Company.
|
Article 28 |
The Terms shall be interpreted by the Committee.
|
Article 29 |
In the case of any conflict between these Terms and applicable laws, regulations, relevant regulatory documents and securities regulations of the
jurisdictions where the Company is listed adopted from time to time, the latter shall prevail.
|
Article 30 |
The establishment and amendments of these Terms shall come into effect upon the approval of board of directors of the Company.
|
Instrument:
|
Equity issuer
|
Status:
|
New Submission
|
|
Name of Issuer:
|
China Petroleum & Chemical Corporation
|
|||
Date Submitted:
|
27 October 2023
|
Section I
|
||||||
1. Class of shares
|
Ordinary shares
|
Type of shares
|
H
|
Listed on SEHK (Note 11)
|
Yes
|
|
Stock code (if listed)
|
00386
|
Description
|
||||
Issues of shares
(Notes 6 and 7)
|
No. of shares
|
Issued shares as a % of existing number of issued shares before relevant share issue
(Notes 4, 6 and 7)
|
Issue price per share
(Notes 1 and 7)
|
Closing market price per share of the immediately preceding business day
(Note 5)
|
% discount(-)/ premium of issue price to market price
(Note 7)
|
|
Opening balance as at (Note 2) 26 October 2023
|
24,748,248,600
|
|||||
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 15 September 2023
|
8,620,000
|
0.01 %
|
%
|
|||
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 September 2023
|
5,854,000
|
0.005 %
|
%
|
|||
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 September 2023
|
5,812,000
|
0.005 %
|
%
|
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 September 2023
|
5,786,000
|
0.005 %
|
%
|
||
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023
|
5,840,000
|
0.005 %
|
%
|
||
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 22 September 2023
|
580,000
|
0.0005 %
|
%
|
||
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 September 2023
|
90,000
|
0.0001%
|
%
|
||
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 September 2023
|
13,056,000
|
0.01%
|
%
|
||
Closing balance as at (Note 8) 27 October 2023
|
24,748,248,600
|
2. Class of shares
|
Ordinary shares
|
Type of shares
|
A
|
Listed on SEHK (Note 11)
|
No
|
|
Stock code (if listed)
|
Description
|
Listed on Shanghai Stock Exchange (stock code: 600028)
|
||||
Issues of shares
(Notes 6 and 7)
|
No. of shares
|
Issued shares as a % of existing number of issued shares before relevant share issue
(Notes 4, 6 and 7)
|
Issue price per share
(Notes 1 and 7)
|
Closing market price per share of the immediately preceding business day
(Note 5)
|
% discount(-)/ premium of issue price to market price
(Note 7)
|
|
Opening balance as at (Note 2) 26 October 2023
|
95,115,471,046
|
1). Repurchase of shares (or other securities) but not cancelled
Date of changes 21 September 2023
|
10,000,000
|
0.01 %
|
%
|
||
2). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 September 2023
|
4,360,000
|
0.004 %
|
%
|
||
3). Repurchase of shares (or other securities) but not cancelled
Date of changes 27 September 2023
|
1,759,115
|
0.001 %
|
%
|
||
4). Repurchase of shares (or other securities) but not cancelled
Date of changes 28 September 2023
|
3,480,900
|
0.003 %
|
%
|
||
5). Repurchase of shares (or other securities) but not cancelled
Date of changes 09 October 2023
|
1,110,500
|
0.001 %
|
%
|
||
6). Repurchase of shares (or other securities) but not cancelled
Date of changes 10 October 2023
|
4,789,500
|
0.004 %
|
%
|
||
7). Repurchase of shares (or other securities) but not cancelled
Date of changes 11 October 2023
|
6,000,000
|
0.005 %
|
%
|
||
8). Repurchase of shares (or other securities) but not cancelled
Date of changes 12 October 2023
|
4,000,000
|
0.003 %
|
%
|
9). Repurchase of shares (or other securities) but not cancelled
Date of changes 13 October 2023
|
4,200,000
|
0.004 %
|
%
|
||
10). Repurchase of shares (or other securities) but not cancelled
Date of changes 16 October 2023
|
5,000,063
|
0.004 %
|
%
|
||
11). Repurchase of shares (or other securities) but not cancelled
Date of changes 17 October 2023
|
2,094,070
|
0.002 %
|
%
|
||
12). Repurchase of shares (or other securities) but not cancelled
Date of changes 18 October 2023
|
10,005,900
|
0.01 %
|
%
|
||
13). Repurchase of shares (or other securities) but not cancelled
Date of changes 19 October 2023
|
8,200,000
|
0.01 %
|
%
|
||
14). Repurchase of shares (or other securities) but not cancelled
Date of changes 20 October 2023
|
5,500,000
|
0.005 %
|
%
|
||
15). Repurchase of shares (or other securities) but not cancelled
Date of changes 23 October 2023
|
2,500,000
|
0.002 %
|
%
|
16). Repurchase of shares (or other securities) but not cancelled
Date of changes 24 October 2023
|
2,320,000
|
0.002 %
|
%
|
||
17). Repurchase of shares (or other securities) but not cancelled
Date of changes 25 October 2023
|
2,680,000
|
0.002 %
|
%
|
||
18). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 October 2023
|
2,680,000
|
0.002 %
|
%
|
||
19). Repurchase of shares (or other securities) but not cancelled
Date of changes 26 October 2023
|
1,311,300
|
0.001 %
|
%
|
||
Closing balance as at (Note 8) 27 October 2023
|
95,115,471,046
|
Remarks:
|
Issued shares as a % of existing number of issued shares before relevant share issue is calculated with reference to the Company's total number of issued shares of
119,863,719,646 shares (comprising 24,748,248,600 H shares and 95,115,471,046 A shares) after share cancellation on 8 September 2023.
|
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly
authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
|
||
(i)
|
all money due to the listed issuer in respect of the issue of securities has been received by it;
|
|
(ii)
|
all pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under "Qualifications of listing" have been fulfilled;
|
|
(iii)
|
all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
|
|
(iv)
|
all the securities of each class are in all respects identical (Note 10);
|
|
(v)
|
all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that
compliance has been made with other legal requirements;
|
|
(vi)
|
all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
|
|
(vii)
|
completion has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased by it and the purchase
consideration for all such property has been duly satisfied; and
|
|
(viii)
|
the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed
with the Registrar of Companies.
|
1. |
Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.
|
2. |
Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to
Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later.
|
3. |
Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each
category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises
of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share
option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.
|
4. |
The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for
such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.
|
5. |
Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as
“closing market price per share of the business day on which the shares were last traded”.
|
6. |
In the context of a repurchase of shares:
|
• |
“issues of shares” should be construed as “repurchases of shares”; and
|
• |
“issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before
relevant share repurchase”.
|
7. |
In the context of a redemption of shares:
|
• |
“issues of shares” should be construed as “redemptions of shares”;
|
• |
“issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant
share redemption”; and
|
• |
“issue price per share” should be construed as “redemption price per share”.
|
8. |
The closing balance date is the date of the last relevant event being disclosed.
|
9. |
Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.
|
10. |
“Identical” means in this context:
|
• |
the securities are of the same nominal value with the same amount called up or paid up;
|
• |
they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount
to exactly the same sum (gross and net); and
|
• |
they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
|
11. |
SEHK refers to Stock Exchange of Hong Kong.
|
Section II
|
||||||||||
1. Class of shares
|
Ordinary shares
|
Type of shares
|
H
|
Listed on SEHK (Note)
|
Yes
|
|||||
Stock code (if listed)
|
00386
|
Description
|
||||||||
A. Purchase report
|
||||||||||
Trading date
|
Number of securities purchased
|
Method of purchase
(Note)
|
Price per share or highest price paid $
|
Lowest price paid $
|
Total paid $
|
|||||
1). 27 October 2023
|
13,056,000
|
On the Exchange
|
HKD
|
4.15
|
HKD
|
4.08
|
HKD
|
53,785,497.6
|
||
Total number of securities purchased
|
13,056,000
|
Total paid $
|
HKD
|
53,785,497.6
|
||||||
B. Additional information for issuer whose primary listing is on the Exchange
|
||||||||||
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
|
(a)
|
78,326,000
|
||||||||
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x
100 )/ Number of shares in issue
|
0.07 %
|
|||||||||
2. Class of shares
|
Ordinary shares
|
Type of shares
|
A
|
Listed on SEHK (Note)
|
No
|
|||||
Stock code (if listed)
|
Description
|
Listed on Shanghai Stock Exchange (stock code:600028)
|
||||||||
A. Purchase report
|
||||||||||
Trading date
|
Number of securities purchased
|
Method of purchase
(Note)
|
Price per share or highest price paid $
|
Lowest price paid $
|
Total paid $
|
|||||
1). 27 October 2023
|
1,311,300
|
On another stock exchange
Shanghai Stock Exchange
|
RMB
|
5.56
|
RMB
|
5.55
|
RMB
|
7,317,856
|
||
Total number of securities purchased
|
1,311,300
|
Total paid $
|
RMB
|
7,317,856
|
||||||
B. Additional information for issuer whose primary listing is on the Exchange
|
||||||||||
1). Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
|
(a)
|
|||||||||
2). % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution ( (a) x
100 )/ Number of shares in issue
|
%
|
|||||||||
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Main Board
Listing Rules / GEM Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated 12 April 2023 which has been filed with the Exchange. We also confirm that any purchases set out
in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
|
Remarks:
|
In relation to repurchase of H shares, the above B 2) % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution was
calculated based on the Company's total number of issued shares of 119,896,407,646 shares on 30 May 2023 (comprising 24,780,936,600 H shares and 95,115,471,046 A shares).
|
Submitted by:
|
Huang Wensheng
|
|
(Name)
|
||
Title:
|
Vice President and Secretary to the Board of Directors
|
|
(Director, Secretary or other Duly Authorised Officer)
|
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