Form 6-K
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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2016

Commission File Number: 1-12158

 

 

Sinopec Shanghai Petrochemical Company Limited

(Translation of registrant’s name into English)

 

 

No. 48 Jinyi Road, Jinshan District, Shanghai, 200540

The People’s Republic of China

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  x            Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

 

 

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EXHIBITS

 

Exhibit

Number

     
99.1    Announcement on Listing and Trading of Floating Shares Restricted for Sale Pursuant to Share Reform.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED
Date: August 15, 2016   By:  

/s/ Wang Zhiqing

  Name:     Wang Zhiqing
  Title:   President

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Exhibit 99.1

The Hong Kong Exchanges and Clearing Limited and the Stock Exchange of Hong Kong Limited assume no responsibility for any information contained in this announcement, and make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any losses arising from, or resulting from the reliance on the whole or any part of information described in this announcement.

 

LOGO

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

(Stock Code: 00338)

Overseas Regulatory Announcement

Announcement on Listing and Trading of Floating Shares Restricted for Sale Pursuant to Share Reform

 

This announcement is made pursuant to the disclosure obligations under Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

We hereby set forth the Announcement on Listing and Trading of Floating Shares Restricted for Sale Pursuant to Share Reform published by the Company on the website of Shanghai Stock Exchange and newspapers in the People’s Republic of China.

Sinopec Shanghai Petrochemical Company Limited

Shanghai, the PRC, August 12, 2016

As at the date of this announcement, the executive directors of the Company are Wang Zhiqing, Wu Haijun, Gao Jinping, Ye Guohua, Jin Qiang and Guo Xiaojun; the non-executive directors of the Company are Lei Dianwu and Mo Zhenglin; and the independent non-executive directors of the Company are Cai Tingji, Zhang Yimin, Liu Yunhong and Du Weifeng.

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Stock Code: 600688    Stock Abbreviation: Shanghai Sinopec    Announcement No.: Lin2016-14

Sinopec Shanghai Petrochemical Company Limited

Announcement on Listing and Trading of Floating Shares Restricted for Sale Pursuant to Share Reform

The Company’s board of directors and all members thereof warrant that this announcement contains no misrepresentations, misleading statements or material omissions, and they are jointly and severally responsible for the truth, accuracy and completeness of the information contained in this announcement.

Important Notes:

 

  •   The number of floating shares restricted for sale under this share reform is 4,380,000,000 shares

 

  •   The date of listing and trading of floating shares restricted for sale under this share reform is August 22, 2016

 

  •   The balance of floating shares restricted for sale after this share reform is nil

 

I. Information relating to share reform

 

1. The Share Reform Proposal (“Share Reform Proposal”) of Sinopec Shanghai Petrochemical Company Limited (“Sinopec Shanghai” or the “Company”) was approved in the A shareholders meeting of the Company on July 8, 2013, the record day for the implementation of the Company’s Share Reform Proposal was August 16, 2013 (“Record Day”), and trading of the Company’s A shares resumed on August 20, 2013 after the implementation.

 

2. There was no additional consideration arrangement under the Share Reform Proposal.

 

II. Undertakings of the Company’s non-floating shareholders relating to the current listing and performance of such undertakings

All of the Company’s non-floating shareholders hereby undertake to comply with the laws, regulations and rules and discharge their statutory obligations. China Petroleum & Chemical Corporation (“Sinopec”), the controlling shareholder of the Company, hereby undertakes as follows:

 

1. Sinopec shall not, within 12 months from the date the right of listing and trading of the non-floating shares of the Company is obtained (i.e. the first trading date after the implementation date of the Share Reform Proposal), list or transfer such non-floating shares; upon expiration of the foregoing restriction term, Sinopec will list and offer for sale via stock exchange the non-floating shares the maximum percentage of which shall not exceed 5% of the total capital of the Company within 12 months or 10% with 24 months.

 

2. Sinopec shall, within 6 months from the date the right of listing and trading of the non-floating shares of the Company is obtained (i.e. the first trading date after the implementation date of the Share Reform Proposal), propose to convene a meeting of the board of the Company according to the Articles of Association of the Company Limited to review the proposal of additional paid-in capital in the form of every ten shares into no less than four shares (inclusive), and propose to convene a shareholders meeting and vote for the proposal in the shareholders meeting of the Company.

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3. Sinopec shall, within 12 months from the date the right of listing and trading of the non-floating shares of the Company is obtained (i.e. the first trading date after the implementation date of the Share Reform Proposal), make a proposal the board of the Company to propose a stock option incentive plan, subject to compliance with related provisions of the State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”) and China Securities Regulatory Commission, the initial exercise price of said stock option shall not be lower than the closing price on May 30, 2013, i.e. RMB6.43/share (subject to price adjustment in case of dividend exclusion or right exclusion before the announcement of the draft stock option incentive plan).

 

4. Sinopec shall continue to support the development of the Company after the completion of the share reform and use the Company as a platform for development of related business in future.

Other non-floating shareholders of the Company shall not list or transfer such non-floating shares within 12 months from the date of implantation of the Share Reform Proposal (i.e. the first trading date after the implementation date of the Share Reform Proposal).

Performance of the undertakings by related shareholders:

 

1. As of the announcement date, each of 54,000,000 floating shares restricted for sale of the 108,000,000 floating shares restricted for sale held by Sinopec have been listed and traded on August 20, 2014 and August 20, 2015, respectively, and 225,000,000 floating shares restricted for sale originally held by other shareholders of floating shares restricted for sale have been listed and traded on August 20, 2014.

 

2. On August 27, 2013, Sinopec submitted to the board of the Company the Improved Share Reform Proposal on Cash Dividend and Capitalization of Capital Accumulation Fund and Surplus Reserve Fund for the First Half of 2013, and proposed that the board of the Company to review following proposal: on the basis of aggregate share capital of 7.2 billion shares, the company shall grant 3.36 shares for every 10 shares out of the capital accumulation fund of RMB2.421 billion from the premiums of share issuance, and 1.64 shares for every 10 shares out of the surplus reserve fund, and dividend of RMB0.5 (inclusive tax) in cash for every 10 shares for half year; further, Sinopec confirmed to vote for the proposal in the shareholders meeting of the Company. The proposal was deliberated and adopted in the Fifteenth Meeting of the Seventh Board of Directors of the Company held on August 28, 2013, and was deliberated and adopted in the First Meeting of A Shareholders for year 2013 held on October 22, 2013, the First Meeting of H Shareholders for year 2013 and the First Extraordinary General Meeting for year 2013. In December 2013, the Company implemented the Improved Share Reform Proposal on Cash Dividend and Capitalization of Capital Accumulation Fund and Surplus Reserve Fund for the First Half of 2013.

 

3. The Company held the Second Meeting of the Eighth Board of Directors on August 14, 2014, deliberating and adopting Sinopec Shanghai Petrochemical Company Limited A Share Option Incentive Plan (Draft), held the Company’s First Extraordinary General Meeting for the year 2014, the First Meeting of A Shareholders for the year 2014 and the First Meeting of H Shareholders for year 2014 on December 23, 2014, deliberating and approving Sinopec Shanghai Petrochemical Company Limited A Share Option Incentive Plan (Draft) and other relevant proposals.

 

4. Other undertakings are being performed except for the above mentioned one.

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III. Changes in capital structure and shareholding after implementation of Share Reform Proposal up to present

 

1. Changes in capital structure after implementation of Share Reform Proposal up to present

In December 2013, the Company implemented the Share Reform Proposal on Cash Dividend and Capitalization of Capital Accumulation Fund and Surplus Reserve Fund for the First Half of 2013. The total share capital of the company is 10.8 billion shares after the implementation of the proposal.

 

No.

   

Shareholder name

    After implementation of
consideration arrangement for
Share Reform		    

Prior changes

      By the listing date of floating
shares restricted for sale		  
      Number of
floating shares
restricted for
sales held
(unit: share)		      Percentage
in total
share
capital		    

Reason of change

    Change in
share number
(unit: share)		      Remaining
floating shares
restricted for
sales
(unit: share)		      Percentage in
total share
capital		  

1

    China Petroleum & Chemical Corporation      3,640,000,000         50.56 %    capitalization of capital accumulation fund      1,820,000,000         5,460,000,000         50.56 % 

2

    Other Shareholders of All Floating Shares Restricted for Sales      150,000,000         2.08 %    capitalization of capital accumulation fund      75,000,000         225,000,000         2.08 % 
     

 

 

     

 

 

       

 

 

     

 

 

     

 

 

  
  

Total

      3,790,000,000         52.64 %         1,895,000,000         5,685,000,000         52.64 % 
     

 

 

     

 

 

       

 

 

     

 

 

     

 

 

  

The calculation of number of Floating Shares Restricted for Sale for the current listing is based on the aggregate capital shares of the Company after capitalization of capital accumulation fund.

 

  2. Changes in shareholding after implementation of Share Reform Proposal up to present

 

No.

   

Shareholder name

    Number of
floating shares
restricted for
sales held by
original
shareholders
(unit: share)		      Percentage
in total
share
capital		     Number of change
(unit: share)		     

Reason of

change

    Number of
floating shares
restricted for
sales held after
change
(unit: share)		      Percentage
after
change		  

1

    China Petroleum & Chemical Corporation           +1,820,000,000       capitalization of capital accumulation fund      
     

 

3,640,000,000

  

   

 

50.56

% 

     -108,000,000       listing and trading of floating shares restricted for sale pursuant to share reform   

 

4,380,000,000

  

   

 

40.56

% 

2

    Other Shareholders of All Floating Shares Restricted for Sales           +75,000,000       capitalization of capital accumulation fund      
        150,000,000         2.08 %      -225,000,000       listing and trading of floating shares restricted for sale pursuant to share reform      0         0   

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IV. Capital occupation by substantial shareholders

Substantial shareholders do not occupy any funds of the Company.

 

V. Verification opinion of the sponsor

CITIC Securities Co., Ltd. (“CITIC Securities”) serves as sponsor of share reform of the Company. As required by Memorandum No. 14 Relating to Share Reform by Listed Companies — Certain Issues Relating to Listing of Floating Shares Restricted for Sale Arising from Share Reform LOGO issued by the Shanghai Stock Exchange, CITIC Securities reviewed and verified the release of trading restriction imposed on related shareholders of the Company, and issued the Verification Opinions of CITIC Securities Co., Ltd. on Application by Sinopec Shanghai Petrochemical Company Limited for Listing of the Floating Shares Restricted for Sale LOGO , and has given its conclusive opinion as follows:

 

1. The current listing and trading of the floating shares restricted for sale by Sinopec Shanghai is in compliance with applicable laws and regulations;

 

2. Sinopec Shanghai’s shareholders of the floating shares restricted for sale have strictly performed their respective undertakings relating to the share reform;

 

3. There is no substantial obstacle preventing the current listing and trading of the floating shares restricted for sale by Sinopec Shanghai;

 

4. Sponsor and sponsor representatives approve the current listing and trading of the floating shares restricted for sale by Sinopec Shanghai.

 

VI. Information of floating shares restricted for sale for the current listing

 

1. The number of floating shares restricted for sale to be listed is 4,380,000,000 shares;

 

2. The listing and trading date of floating shares restricted for sale is August 22, 2016;

 

3. Breakdown of floating shares restricted for sale to be listed

 

No.

   

Shareholder name

    Number of Floating
Shares Restricted for
Sale held
(unit: share)		      Percentage of
Floating Shares
Restricted for Sale
out of total share
capital		     Share number for current
listing
(unit: share)		      Balance of Floating
Shares Restricted for
Sale
(unit: share)		  

1

    China Petroleum & Chemical Corporation      4,380,000,000         40.56 %      4,380,000,000         4,380,000,000   
     

 

 

     

 

 

    

 

 

     

 

 

  
  

Total

      4,380,000,000         40.56 %      4,380,000,000         4,380,000,000   
     

 

 

     

 

 

    

 

 

     

 

 

  

 

4. Difference between the current listing of floating shares restricted for sale and that stated in the Share Reform Proposal

The current listing of floating shares restricted for sale is in consistent with that stated in the Share Reform Proposal.

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5. Prior listing of floating shares restricted for sale

 

No.

   

Listing date

   

Shareholder name

    Number of
Shares for
listing
(unit: share)		      Percentage
in total share
capital (%)		     

Reference Index

1

    August 20, 2014    China Petroleum & Chemical Corporation      540,000,000         5       Be published on China Securities Journal, Shanghai Securities News, Securities Times, and the websites of Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company on August 14, 2014
      Other Shareholders of Floating Shares Restricted for Sales      225,000,000         2.08      

2

    August 20, 2015    China Petroleum & Chemical Corporation      540,000,000         5       Be published on China Securities Journal, Shanghai Securities News, Securities Times, and the websites of Shanghai Stock Exchange, Hong Kong Stock Exchange and the Company on August 14, 2015

VII. Change in shareholding structure

Unit: share

 

          Before the current
listing		      Change in share
number		      After the current
listing		  
Floating shares restricted for sale    1. Shares held by state-owned legal persons      4,380,000,000         -4,380,000,000         0   
  

Total floating shares restricted for sale

      4,380,000,000         -4,380,000,000         0   
Floating shares not restricted for sale    1. A shares      2,925,000,000         +4,380,000,000         7,305,000,000   
  

2. H shares

      3,495,000,000         0         3,495,000,000   
  

Total floating shares not restricted for sale

      6,420,000,000         +4,380,000,000         10,800,000,000   
     

 

 

     

 

 

     

 

 

  
Total shares         10,800,000,000         0         10,800,000,000   
     

 

 

     

 

 

     

 

 

  

 

VIII. Documents for Inspection

 

1. Application for Listing of Floating Shares Restricted for Sale prepared by the board of the Company;

 

2. Certificate of Enquiry of Number of Registered Securities Held by Investors;

 

3. Verification Opinions of CITIC Securities Co., Ltd. on Application by Sinopec Shanghai Petrochemical Company Limited for Listing of Floating Shares Restricted for Sale;

 

4. Other documents.

It is hereby announced.

Board of Directors

Sinopec Shanghai Petrochemical Company Limited

August 12, 2016