2
|
Company
Profile
|
3
|
Principal
Financial Data and
|
Indicators
|
|
7
|
Changes
in Share Capital and
|
Shareholdings
of Principal
|
|
Shareholders
|
|
10
|
Chairman’s
Statement
|
14
|
Business
Review and Prospects
|
21
|
Health,
Safety and Environment
|
24
|
Management’s
Discussion
|
and
Analysis
|
|
36
|
Significant
Events
|
44
|
Connected
Transactions
|
48
|
Corporate
Governance
|
55
|
Summary
of Shareholders’
|
Meetings
|
|
56
|
Report
of the Board of Directors
|
60
|
Report
of the Supervisory
|
Board
|
|
62
|
Directors,
Supervisors, Senior
|
Management
and Employees
|
|
74
|
Principal
Wholly-owned,
|
Controlling
and Non
|
|
Wholly-owned
Subsidiaries
|
|
75
|
Financial
Statements
|
187
|
Corporate
Information
|
189
|
Documents
for Inspection
|
190
|
Confirmation
from the
|
Directors
and
|
|
Senior
Management
|
Exploration
and Production
|
Refining
|
Marketing
and Distribution
|
Chemicals
|
¦
|
exploring for
and developing, producing and trading crude oil and natural
gas
|
¦
|
processing
crude oil into refined oil products, producing refined oil products and
trading, transporting, distributing and marketing refined oil
products
|
¦
|
producing,
distributing and trading petrochemical
products
|
¦
|
its leading
market position in the production and sales of refined oil products in
China
|
¦
|
its status as
the largest petrochemical producer in
China
|
¦
|
its strategic
market position in China’s highest economic growth
areas
|
¦
|
its
well-established, highly efficient and cost effective sales and
distribution network
|
¦
|
its integrated
operation structure with strong resistance against industry cyclical
risks
|
¦
|
its
well-recognised brand and excellent
reputation
|
1
|
FINANCIAL
DATA AND InDicators PREPARED IN ACCORDANCE WITH THE
PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES
(“ASBE”)
|
|
(1) |
Principal
financial data of the Company for the year
2007
|
For
the years ended 31 December
|
||||||
2007
|
2006
|
2005
|
||||
as
previously
|
||||||
as
restated*
|
reported*
|
Change
|
||||
Items
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
(%)
|
RMB
millions
|
|
Operating
income
|
1,204,843
|
1,061,669
|
1,071,402
|
13.5
|
793,773
|
|
Profit
before taxation
|
82,911
|
75,383
|
73,252
|
10.0
|
61,854
|
|
Net
profit attributable to equity shareholders of the Company
|
54,947
|
52,086
|
50,664
|
5.5
|
40,022
|
|
Net
profit attributable to equity shareholders of the Company
|
||||||
before
extraordinary gain and loss
|
49,622
|
50,135
|
48,573
|
(1.0)
|
35,640
|
|
Net
cash flow from operating activities
|
124,250
|
98,870
|
102,587
|
25.7
|
84,738
|
At
31 December
|
||||||
2007
|
2006
|
2005
|
||||
as
previously
|
||||||
as
restated*
|
reported*
|
Change
|
||||
Items
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
(%)
|
RMB
millions
|
|
Total
assets
|
718,572
|
602,720
|
594,550
|
19.2
|
526,495
|
|
Shareholders’
equity attributable to
|
||||||
equity
shareholders of the Company
|
300,949
|
259,382
|
254,875
|
16.0
|
218,533
|
|
(2) |
Principal
financial indicators of the Company for the year
2007
|
For
the years ended 31 December
|
||||||
2007
|
2006
|
2005
|
||||
as
previously
|
||||||
as
restated*
|
reported*
|
Change
|
||||
Items
|
RMB
|
RMB
|
RMB
|
(%)
|
RMB
|
|
Basic
earnings per share
|
0.634
|
0.601
|
0.584
|
5.5
|
0.462
|
|
Diluted
earnings per share
|
0.634
|
0.601
|
0.584
|
5.5
|
0.462
|
|
Basic
earnings per share (before extraordinary gain and loss)
|
0.572
|
0.578
|
0.560
|
(1.0)
|
0.411
|
|
Fully
diluted return on net assets (%)
|
18.26
|
20.08
|
19.88
|
(1.82)
|
18.31
|
|
percentage
|
||||||
points
|
||||||
Weighted
average return on net assets (%)
|
19.52
|
21.72
|
21.46
|
(2.20)
|
19.56
|
|
percentage
|
||||||
points
|
||||||
Fully
diluted return (before extraordinary gain and loss)
|
16.49
|
19.33
|
19.06
|
(2.84)
|
16.31
|
|
on
net assets (%)
|
percentage
|
|||||
points
|
||||||
Weighted
average return (before extraordinary gain and loss)
|
17.63
|
20.90
|
20.57
|
(3.27)
|
17.42
|
|
on
net assets (%)
|
percentage
|
|||||
points
|
||||||
Net
cash flow from operating activities per share
|
1.433
|
1.140
|
1.183
|
25.7
|
0.977
|
|
At
31 December
|
||||||
2007
|
2006
|
2005
|
||||
as
previously
|
||||||
as
restated*
|
reported*
|
Change
|
||||
Items
|
RMB
|
RMB
|
RMB
|
(%)
|
RMB
|
|
Net
assets attributable to equity shareholders of the Company
|
||||||
per
share
|
3.471
|
2.992
|
2.940
|
16.0
|
2.521
|
|
Adjusted
net assets attributable to equity shareholders
|
||||||
of
the Company per share
|
3.391
|
2.918
|
2.865
|
16.2
|
2.461
|
|
*Figures
as previously reported are prepared in accordance with the PRC Accounting
Rules and Regulations, where those as restated are prepared in accordance
with ASBE.
|
|
(3) |
Extraordinary
items and corresponding amounts
|
For
the year ended 31 December 2007
|
|||
Items
|
(Income)/Expenses
|
||
RMB
millions
|
|||
Loss
on disposal of fixed assets
|
805
|
||
Employee
reduction expenses
|
399
|
||
Donations
|
158
|
||
Gain
on disposal of long-term equity investments
|
(1,475)
|
||
Other
non-operating income and expenses
|
(5,732)
|
||
Written
back of provisions for impairment losses in previous years
|
(586)
|
||
Profit
or loss of subsidiaries generated from a business combination involving
entities under common control before acquisition date
|
205
|
||
Subtotal
|
(6,226)
|
||
Tax
effect
|
450
|
||
Total
|
(5,776)
|
||
Attributable
to:
|
|||
Equity
shareholders of the Company
|
(5,325)
|
||
Minority
interests
|
(451)
|
|
(4) |
Accounting
captions measured by fair value
|
Unit:
RMB millions
|
|||||
Effects
|
|||||
on
the profit
|
|||||
Beginning
|
Change
|
before
taxation
|
|||
Items
|
of
the year
|
End
of the year
|
within
the year
|
of
the year
|
|
Available-for-sale
financial assets
|
157
|
653
|
496
|
—
|
|
Embedded
derivative component of convertible bonds
|
—
|
3,211
|
3,211
|
(3,211)
|
|
(5) |
Significant
changes of items in the financial statements
|
The table below sets forth reasons for those changes where the fluctuation was more than 30% during the reporting period, or such changes which constituted 5% or more of total assets at the balance sheet date or more than 10% of profit before taxation: |
Items
|
At
31 December
|
Increase/(decrease)
|
|||||
2007
|
2006
|
Amount
|
Percentage
|
Reasons
for change
|
|||
RMB
millions
|
RMB
millions
|
RMB
millions
|
(%)
|
||||
Bills
receivable
|
12,851
|
8,462
|
4,389
|
51.9
|
Mainly
due to the increase in operating income
|
||
Trade
accounts receivable
|
22,947
|
15,144
|
7,803
|
51.5
|
Mainly
due to the increase in operating income
|
||
Advance
payments
|
9,402
|
5,331
|
4,071
|
76.4
|
Mainly
due to the increase in prepaid accounts for purchasing
materials
|
||
Long-term
equity investments
|
31,335
|
23,544
|
7,791
|
33.1
|
Please
refer to Note 12 to the financial statements prepared in accordance with
ASBE
|
||
Construction
in progress
|
95,408
|
53,000
|
42,408
|
80.0
|
Please
refer to Note 14 to the financial statements prepared in accordance with
ASBE
|
||
Intangible
assets
|
15,232
|
9,265
|
5,967
|
64.4
|
Please
refer to Note 15 to the financial statements prepared in accordance with
ASBE
|
||
Deferred
tax assets
|
10,192
|
6,760
|
3,432
|
50.8
|
Please
refer to Note 18 to the financial statements prepared in accordance with
ASBE
|
||
Bills
payable
|
12,162
|
21,714
|
(9,552)
|
(44.0)
|
Mainly
due to the change in settlement in order to cut the finance costs of bills
payable
|
||
Trade
accounts payable
|
93,049
|
52,767
|
40,282
|
76.3
|
Mainly
due to the increase in crude oil production and prices, which resulted in
increase in accounts payable for purchasing crude oil
|
||
Other
creditors
|
47,503
|
35,710
|
11,793
|
33.0
|
Please
refer to Note 26 to the financial statements prepared in accordance with
ASBE
|
||
Debentures
payable
|
42,606
|
3,500
|
39,106
|
1,117.3
|
Please
refer to Note 29 to the financial statements prepared in accordance with
ASBE
|
||
Provision
|
7,613
|
5,310
|
2,303
|
43.4
|
Please
refer to Note 30 to the financial statements prepared in accordance with
ASBE
|
||
Deferred
tax liabilities
|
1,492
|
1,020
|
472
|
46.3
|
Please
refer to Note 18 to the financial statements prepared in accordance with
ASBE
|
||
Exploration
expenses,
|
11,105
|
7,983
|
3,122
|
39.1
|
Please
refer to the Management’s Discussion and Analysis
|
||
including
dry hole costs
|
|||||||
Impairment
losses
|
7,458
|
1,004
|
6,454
|
642.8
|
Please
refer to Note 38 to the financial statements prepared in accordance with
ASBE
|
||
Investment
income
|
5,756
|
3,769
|
1,987
|
52.7
|
Please
refer to Note 40 to the financial statements prepared in accordance with
ASBE
|
||
Minority
interests
|
2,206
|
897
|
1,309
|
145.9
|
Mainly
due to the increase in net profit of non wholly-owned
subsidiaries
|
2
|
FINANCIAL
INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE
WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS
(“IFRS”)
|
Unit:
RMB millions
|
||||||
For
the years ended 31 December
|
||||||
Items
|
2007
|
2006
|
2005
|
2004
|
2003
|
|
Turnover,
other operating revenues and other income
|
1,209,706
|
1,066,902
|
826,825
|
617,951
|
447,292
|
|
Operating
profit
|
85,864
|
80,632
|
67,977
|
62,948
|
39,513
|
|
Profit
before taxation
|
83,464
|
78,542
|
64,525
|
59,386
|
35,640
|
|
Profit
attributable to equity shareholders of the Company
|
56,533
|
53,603
|
41,354
|
35,289
|
22,648
|
|
Basic
and diluted earnings per share (RMB)
|
0.652
|
0.618
|
0.477
|
0.407
|
0.261
|
|
Return
on capital employed (%)
|
12.0
|
12.8
|
12.0
|
12.6
|
9.1
|
|
Return
on net assets (%)
|
18.4
|
20.3
|
18.3
|
18.1
|
13.0
|
|
Net
cash generated from operating activities per share (RMB)
|
1.379
|
1.067
|
0.902
|
0.795
|
0.731
|
|
Unit:
RMB millions
|
||||||
At
31 December
|
||||||
Items
|
2007
|
2006
|
2005
|
2004
|
2003
|
|
Non-current
assets
|
547,609
|
464,342
|
396,169
|
355,729
|
320,600
|
|
Net
current liabilities
|
80,239
|
69,882
|
28,722
|
25,499
|
26,367
|
|
Non-current
liabilities
|
134,612
|
107,803
|
110,174
|
102,519
|
92,541
|
|
Minority
interests
|
25,325
|
22,323
|
31,174
|
32,472
|
27,248
|
|
Total
equity attributable to equity shareholders of the Company
|
307,433
|
264,334
|
226,099
|
195,239
|
174,444
|
|
Net
assets per share (RMB)
|
3.546
|
3.049
|
2.608
|
2.252
|
2.012
|
|
Adjusted
net assets per share (RMB)
|
3.466
|
2.976
|
2.548
|
2.241
|
1.984
|
|
Debt/equity
ratio*(%)
|
28.13
|
27.57
|
31.38
|
32.91
|
33.06
|
|
* Debt/equity
ratio = long-term loans/(total equity attributable to equity shareholders
of the Company+ long-term loans) x
100%
|
3
|
MAJOR
DIFFERENCES BETWEEN THE AUDITED FINANCIAL STATEMENTS PREPARED UNDER ASBE
AND IFRS
|
|
(1) |
Analysis
of the effects of major differences between the net profit under ASBE and
profit for the year under IFRS
|
For
the years ended 31 December
|
||||
Items
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
|||
Net
profit under ASBE
|
57,153
|
52,983
|
||
Adjustments:
|
||||
Oil
and gas properties
|
523
|
2,478
|
||
Reduced
amortisation on revaluation of land use rights
|
30
|
30
|
||
Effects
of the above adjustments on taxation and change in tax rate on deferred
tax
|
1,037
|
(453)
|
||
Profit
for the year under IFRS
|
58,743
|
55,038
|
|
(2) |
Analysis
of the effects of major differences between the shareholders’ equity under
ASBE and total equity under IFRS.
|
At
31 December
|
||||
Items
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
|||
Shareholders’
equity under ASBE
|
326,347
|
281,799
|
||
Adjustments:
|
||||
Oil
and gas properties
|
11,339
|
10,816
|
||
Redu ced
amortisation on revaluation of land use rights
|
(1,042)
|
(1,072)
|
||
Effects
of the above adjustments on taxation and change in tax rate on deferred
tax
|
(3,886)
|
(4,886)
|
||
Total
equity under IFRS
|
332,758
|
286,657
|
1
|
CHANGES
IN THE SHARE CAPITAL OF SINOPEC
CORP.
|
Unit:
1,000 Shares
|
||||||||||
Pre-movement
|
Increase/(decrease)
|
Post-movement
|
||||||||
New
shares
|
Bonus
|
Conversion
|
||||||||
Numbers
|
Percentage
%
|
issued
|
issued
|
from
reserves
|
Others
|
Sub-total
|
Number
|
Percentage
%
|
||
Shares
with selling restrictions
|
66,337,951
|
76.51
|
—
|
—
|
—
|
(4,915,029)
|
(4,915,029)
|
61,422,922
|
70.84
|
|
1State-owned
shares
|
65,758,044
|
75.84
|
—
|
—
|
—
|
(4,335,122)
|
(4,335,122)
|
61,422,922
|
70.84
|
|
2State-owned
legal person shares
|
579,907
|
0.67
|
—
|
—
|
—
|
(579,907)
|
(579,907)
|
—
|
—
|
|
3Shares
held by other domestic investors
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
4Shares
held by foreign investors
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Shares
without selling restrictions
|
20,364,488
|
23.49
|
—
|
—
|
—
|
4,915,029
|
4,915,029
|
25,279,517
|
29.15
|
|
1RMB
ordinary shares
|
3,584,000
|
4.13
|
—
|
—
|
—
|
4,915,029
|
4,915,029
|
8,499,029
|
9.80
|
|
2Shares
traded in non-RMB currencies and listed domestically
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
3Shares
listed overseas
|
16,780,488
|
19.35
|
—
|
—
|
—
|
—
|
—
|
16,780,488
|
19.35
|
|
4Others
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Total
Shares
|
86,702,439
|
100.00
|
—
|
—
|
—
|
—
|
—
|
86,702,439
|
100.00
|
2
|
CHANGES
IN SHARES WITH SELLING RESTRICTIONS
|
Unit:
1,000 Shares
|
|||||||
Number
of shares
|
Number
of shares
|
Number
of shares
|
Number
of shares
|
||||
with
selling
|
with
selling
|
with
selling
|
with
selling
|
||||
restriction
at
|
restriction
expired
|
restriction
added
|
restriction
at
|
Reasons
of
|
Date
when selling
|
||
Name
of shareholders
|
beginning
of the year
|
during
the year
|
during
the year
|
end
of the year
|
selling
restriction
|
restriction
expired
|
|
China
Petrochemical Corporation
|
65,758,044
|
4,335,122
|
0
|
61,422,922
|
A-Share
reform
|
16
October 2007
|
|
Guotai
Junan Securities Co. Ltd.
|
579,907
|
579,907
|
0
|
0
|
A-Share
reform
|
16
October 2007
|
|
Total
|
66,337,951
|
4,915,029
|
0
|
61,422,922
|
3
|
NUMBER
OF SHAREHOLDERS AND SHAREHOLDINGS OF PRINCIPAL
SHAREHOLDERS
|
Number of shareholders of Sinopec Corp. as at 31 December 2007 was 950,877, including 944,043 holders of A Shares and 6,834 holders of H Shares. The public float of Sinopec Corp. satisfied the requirement of the Listing Rules of Hong Kong Exchange. |
|
(1) |
Top
ten shareholders
|
Unit:
1,000 Shares
|
||||||
As
a percentage
|
Number
of
|
|||||
of
total
|
shares
held
|
Number
|
||||
shares
in issue
|
at
the end
|
of
shares
|
Number
of
|
|||
Nature
of
|
at
the end of
|
of
reporting
|
with
selling
|
pledges
or
|
||
Name
of Shareholders
|
shareholders
|
reporting
period
|
period
|
restrictions
|
lock-ups
|
|
%
|
||||||
China
Petrochemical Corporation
|
State-owned
shares
|
75.84
|
65,758,044
|
61,422,922
|
0
|
|
HKSCC
(Nominees) Limited
|
H
Shares
|
19.26
|
16,699,595
|
0
|
N/A
|
|
Guotai
Junan Securities Co. Ltd.
|
State-owned
|
0.67
|
579,906
|
0
|
533,530
(Pledge)
|
|
legal
person shares
|
38,230
(Lock-up)
|
|||||
E
Fund 50 Index Equity Investment Fund
|
A
Shares
|
0.15
|
130,790
|
0
|
0
|
|
Shanghai
Stock Exchange Tradable
|
||||||
Open-end
Index Securities Investment Fund
|
A
Shares
|
0.10
|
84,725
|
0
|
0
|
|
Harvest
Shanghai & Shenzhen 300 Index
|
||||||
Securities
Investment Fund
|
A
Shares
|
0.09
|
75,918
|
0
|
0
|
|
Bosera
Thematic Sector Equity Securities
|
||||||
Investment
Fund
|
A
Shares
|
0.08
|
70,229
|
0
|
0
|
|
Bank
of Communication Schroders Blue Chip
|
||||||
Securities
Investment Fund
|
A
Shares
|
0.06
|
50,257
|
0
|
0
|
|
China
Post Core Growth
|
||||||
Securities
Investment Fund
|
A
Shares
|
0.05
|
44,000
|
0
|
0
|
|
China
Life Insurance Company Limited – Dividend
|
||||||
–
Individual Dividend – 005L – FH002 Shanghai
|
A
Shares
|
0.04
|
37,000
|
0
|
0
|
|
(2) |
Top
ten shareholders of shares without selling
restrictions
|
Unit:
1,000 shares
|
|||
Number
of shares without
|
Type
of
|
||
Name
of shareholders
|
selling
restrictions
|
shares
held
|
|
HKSCC
(Nominees) Limited
|
16,699,595
|
H
Shares
|
|
China
Petrochemical Corporation
|
4,335,122
|
A
Shares
|
|
Guotai
Junan Securities Co. Ltd.
|
579,906
|
A
Shares
|
|
E
Fund 50 Index Equity Investment Fund
|
130,790
|
A
Shares
|
|
Shanghai
Stock Exchange tradable
|
|||
Open-end
Index Securities Investment Fund
|
84,725
|
A
Shares
|
|
Harvest
Shanghai & Shenzhen 300 Index
|
|||
Securities
Investment Fund
|
75,918
|
A
Shares
|
|
Bosera
Thematic Sector Equity Securities
|
|||
Investment
Fund
|
70,229
|
A
Shares
|
|
Bank
of Communication Shrodes Blue Chip
|
|||
Securities
Investment Fund
|
50,257
|
A
Shares
|
|
China
Post Core Growth
|
|||
Securities
Investment Fund
|
44,000
|
A
Shares
|
|
China
Life Insurance Company Limited – Dividend
|
|||
– Individual
Dividend – 005L – FH002 Shanghai
|
37,000
|
A
Shares
|
|
Statement
on the connection or activities in concert among the above mentioned
shareholders:
|
|||
We
are not aware of any connection or activities in concert among or between
the top ten shareholders and top ten shareholders of shares without
selling restrictions.
|
|
(3) |
Number
of shares held by the top ten holders of shares with selling restrictions
and conditions for sale
|
Unit:
1,000 Shares
|
||||||
Number
of
|
Date
when
|
Number
of
|
||||
Name
of
|
shares
with
|
the
shares
|
additional
shares
|
|||
Shareholder
with
|
selling
|
could
be traded
|
could
be traded
|
Selling
|
||
No.
|
selling
restrictions
|
restrictions
|
through
listing
|
through
listing
|
restrictions
|
|
1
|
China
Petrochemical Corporation
|
61,422,922
|
10
October 2008
|
4,335,122
|
2
years
|
|
57,087,800
|
12
October 2009
|
57,087,800
|
3
years
|
|
(4) |
Information
disclosed by the shareholders of H Shares according to the Securities and
Futures Ordinance
|
Approximate
|
||||
percentage
of
|
||||
Number
of share
|
Sinopec
Corp.’s
|
|||
Capacity
of
|
interests
held or
|
interests
|
||
Name
of shareholders
|
interests
held
|
regarded
as held
|
(H
Share) (%)
|
|
JPMorgan
Chase & Co.
|
Beneficial
owner
|
179,135,826(L)
|
1.07%
|
|
360,269,740(S)
|
2.15%
|
|||
Investment
manager
|
745,040,630(L)
|
4.44%
|
||
Custodian
corporation/approved lending agent
|
570,108,525(L)
|
3.40%
|
||
570,108,525(P)
|
3.40%
|
|||
Templeton
Asset Management Ltd.
|
Investment
manager
|
1,235,834,105(L)
|
7.36%
|
|
AllianceBernstein
L.P.
|
Interest
of corporation controlled by the substantial
shareholder
|
1,166,938,044(L)
|
6.95%
|
|
UBS
AG
|
Beneficial
owner
|
679,769,638(L)
|
4.05%
|
|
323,842,839(S)
|
1.93%
|
|||
Person
having a security in shares
|
71,721,776(S)
|
0.43%
|
||
Interest
of corporation controlled by the substantial shareholder
|
308,107,673(L)
|
1.84%
|
||
77,964,952(S)
|
0.46%
|
|||
Note: (L): Long position, (S):
Short position, (P): Lending pool
|
4
|
CHANGES
IN THE CONTROLLING SHAREHOLDERS AND THE EFFECTIVE
CONTROLLER
|
There was no change in the controlling shareholders or the effective controller of Sinopec Corp. during the reporting period. |
|
(1) |
Controlling
shareholder
|
|
The
controlling shareholder of Sinopec Corp. is China Petrochemical
Corporation (“Sinopec Group Company”). Established in July 1998, Sinopec
Group Company is a state authorised investment organisation and a
state-owned company. Its registered capital is RMB 104.9 billion, and the
legal representative is Mr. Su Shulin. Through reorganisation in 2000,
Sinopec Group Company injected its principal petroleum and petrochemical
operations into Sinopec Corp. and retained certain petrochemical
facilities and small-scale refineries. It provides well-drilling services,
well logging services, downhole operation services, services in
connection with manufacturing and maintenance of production equipment,
engineering construction, utility services and social
services.
|
|
(2) |
Except
for HKSCC (Nominees) Limited, no other legal person shareholders hold 10%
or more of shares of Sinopec Corp.
|
|
(3) |
Basic
information of the effective
controller
|
|
China
Petrochemical Corporation is the effective controller of Sinopec
Corp.
|
|
(4) |
Diagram
of the equity and controlling relationship between Sinopec Corp. and its
effective controller
|
China
Petrochemical
Corporation
|
||
↓ 75.84%
|
||
China
Petroleum &
Chemical
Corporation
|
5
|
Issuance
and listing of securitIes
|
Please refer to “Significant Events” of this annual report. |
1.
|
Review
of Market Environment
|
|
(1) |
Crude
oil market
|
In 2007, the continuous increase in the price of crude oil in international markets has been witnessed, especially in the fourth quarter. The Platt’s Brent Spot Price has risen by 11.3% on a year-on-year basis. Price trends of domestic crude oil are in line with international markets. | ||
(2) | Refined oil products market | |
In 2007, domestic demand for refined oil products maintained a steady growth. According to the Company’s statistics, the apparent domestic consumption of refined oil products (inclusive of gasoline, diesel and kerosene) in 2007 was 186.20 million tonnes, up by 6.8% compared with 2006. Due to tight control over the domestic prices, there was a significant spread between domestic and international prices of refined oil products. | ||
(3) | Chemicals market | |
In 2007, domestic demand for chemical products continued to maintain a stable growth. According to the statistics of the Company, the domestic consumption of three major synthetic materials, namely synthetic resin, synthetic fiber and synthetic rubber increased by 9.7%, 14.1%, and 16.0% respectively over last year. The domestic ethylene equivalent consumption increased by 7.8% over last year. The overall prices of the chemical products in the domestic market continue to fluctuate at a high level. |
2
|
Production
and Operation
|
(1)
|
Exploration
and production
|
|
In 2007, by taking the advantage of high crude oil prices, the Company further carried out its strategy of expanding oil and gas resources. In terms of exploration, the deployment of the exploration activities has been optimised. Through progressive exploration in mature fields, and enhanced efforts in marine facies blocks, reserve of oil and natural gas has increased continuously. Significant breakthroughs of exploration have been made in such regions as Aiding block in Tahe Oil Field in the West and hidden hill of Mesozoic Era of Dongpu in the East. The Company completed 12,466 kilometers of 2D seismic and 9,317 square kilometers of 3D seismic and drilled 557 exploration wells with a total footage of 1,708 kilometers. The newly added proved reserve of oil and gas was 647 million barrels of oil equivalent. In terms of development, the commence of construction of the Sichuan-East China Gas project broke a new ground for the Company’s fast development in the natural gas business. Meanwhile, the construction of production capacity in key production areas has been enhanced and the development scheme of reserve through enhanced efforts in developing low-yield reserves has been optimised, resulting in steady increase in oil and gas production. In 2007, the Company drilled 2,976 development wells,with total footage of 7,247 kilometers. The newly added crude oil capacity was 6.05 million tonnes per year and the newly added capacity of natural gas was 1.66 billion cubic meters per year. On the basis of maintaining stable production in the eastern mature fields for several years, the Company took a faster pace in increasing production capacities in new blocks in the western area. The production in Tahe oil field has reached 5 million tonnes per year for the first time. |
|
Summary of Operations of the
Exploration and Production
Segment
|
Change
|
|||||
from
2006
|
|||||
2007
|
2006
|
2005
|
to
2007 (%)
|
||
Crude
oil production (mmbbls)
|
291.67
|
285.19
|
278.82
|
2.3
|
|
Natural
gas production (bcf)
|
282.6
|
256.5
|
221.9
|
10.2
|
|
Newly
added proved reserves of crude oil (mmbbls)
|
21
|
286
|
306
|
(92.7)
|
|
Newly
added proved reserves of natural gas (bcf)
|
3,756.7
|
161.5
|
140.6
|
2,226.1
|
|
Year-end
proved reserves of crude oil (mmbbls)
|
3,024
|
3,295
|
3,294
|
(8.2)
|
|
Year-end
proved reserves of natural gas (bcf)
|
6,330.8
|
2,856.7
|
2,951.7
|
121.6
|
|
Year-end
proved reserves of crude oil and natural gas (mmboe)
|
4,079
|
3,771
|
3,786
|
8.2
|
|
Summary
of Production and Operations of Shengli Oil
Field
|
Change
|
|||||
from
2006
|
|||||
2007
|
2006
|
2005
|
to
2007 (%)
|
||
Crude
oil production (mmbbls)
|
196.68
|
194.65
|
191.31
|
1.0
|
|
Natural
gas production (bcf)
|
27.7
|
28.3
|
31.1
|
(2.1)
|
|
Newly
added proved reserves of crude oil (mmbbls)
|
76
|
185
|
247
|
(58.9)
|
|
Newly
added proved reserves of natural gas (bcf)
|
42.0
|
19.2
|
(3.6)
|
118.8
|
|
Year-end
proved reserves of crude oil (mmbbls)
|
2,231
|
2,352
|
2,362
|
(5.1)
|
|
Year-end
proved reserves of natural gas (bcf)
|
327.6
|
313.3
|
322.4
|
4.6
|
|
Year-end
proved reserves of crude oil and natural gas (mmboe)
|
2,286
|
2,404
|
2,415
|
(4.9)
|
|
Note:
Crude oil volume is converted at 1 tonne to 7.1 barrels, and gas volume is
converted at 1 cubic meter to 35.51 cubic
feet
|
(2)
|
Refining
|
|
In 2007, the Company strengthened the operational management of the refining facilities, optimised the maintenance arrangement, actively organised the high-load production and adjusted the product structure so as to increase the production of gasoline and diesel and high value-added products, which has contributed to ensure refined oil products supply in the domestic market. The Company adhered to the strategy of diversifying crude oil sources, increasing the throughput of lower quality crude oil and reducing the purchasing cost of crude oil. The Company processed 156 million tonnes of crude oil in 2007, up by 6.3% over 2006. The total production of the refined oil products reached 93.09 million tonnes, representing an increase of 6.7% over 2006. |
Sources
of Crude oil
|
Unit:
million tonnes
|
||||
Change
|
|||||
from
2006
|
|||||
2007
|
2006
|
2005
|
to
2007 (%)
|
||
Internal
supplies
|
29.72
|
29.62
|
28.62
|
0.3
|
|
PetroChina
Company Ltd.
|
6.89
|
8.81
|
8.75
|
(21.8)
|
|
CNOOC
Ltd.
|
6.43
|
4.93
|
5.05
|
30.4
|
|
Imported
|
113.08
|
101.47
|
99.13
|
11.4
|
|
Total
|
156.12
|
144.83
|
141.55
|
7.8
|
|
Summary
of Production of the Refining
Segment
|
Change
|
||||||
from
2006 to
|
||||||
2007
|
2006
|
2005
|
2007
(%)
|
|||
Crude
oil throughput (thousand bbls/day)
|
3,132.9
|
2,946.5
|
2,817.9
|
6.3
|
||
Gasoline,
diesel and kerosene production (million tonnes)
|
93.09
|
87.21
|
84.53
|
6.7
|
||
of
which: Gasoline (million tonnes)
|
24.69
|
23.00
|
22.98
|
7.3
|
||
Diesel
(million tonnes)
|
60.08
|
57.86
|
54.92
|
3.8
|
||
Kerosene
(million tonnes)
|
8.32
|
6.35
|
6.63
|
31.0
|
||
Light
chemical feedstock production (million tonnes)
|
23.47
|
22.74
|
21.10
|
3.2
|
||
Light
products yield (%)
|
74.48
|
74.75
|
74.16
|
(0.27)
|
||
percentage
|
||||||
points
|
||||||
Refining
yield (%)
|
93.95
|
93.47
|
93.24
|
0.48
|
||
percentage
|
||||||
points
|
|
Note: |
1.Refinery
throughput is converted at 1 tonne to 7.35 barrels.
|
2.The above date do not include the production of Zhanjiang Dongxing Petrochemical Company Limited and other four refineries that were acquired by the Company |
(3)
|
Marketing
and distribution
|
|
In
2007, the Company actively adapted itself to the changes in the market,
gathered resources through various channels and made full use of the
newly-built storage and transportation facilities so as to ensure
sufficient supply to the market. Particularly, in the fourth quarter of
2007 when domestic shortage of refined oil products arised, the
Company strengthened management of production and sales. Through
purchasing from other parties and imports, the Company increased its
supply of refined oil products, thereby guaranteeing ensuring
supply to the market, which is a significant contribution to the
development of the economy and the society. By expanding retail and direct
sales, the volume of retail and direct sales has increased remarkably. The
amount of refined oil products sold through retail and direct sales
accounted for more than 81% of its total sales volume. Efforts have also
been made in improving the service function of the service stations,
improving the service quality, facilitating the renovation of the service
stations, encouraging the use of IC cards and expanding non-fuel
businesses. Throughput per station has increased steadily. In 2007, the
Company’s sales volume of refined oil products reached 119 million tonnes,
representing a year-on-year increase of 6.9%, of which retail volume
was 76.62 million tonnes, representing a year-on-year increase of
6.2%.
|
|
Summary
of Operations of Marketing and Distribution
Segment
|
Change
|
||||||
from
2006
|
||||||
2007
|
2006
|
2005
|
to
2007 (%)
|
|||
Total
domestic sales of refined oil products (million tonnes)
|
119.39
|
111.68
|
104.56
|
6.9
|
||
Of
which: Retail volume (million tonnes)
|
76.62
|
72.16
|
63.52
|
6.2
|
||
Direct
sales volume (million tonnes)
|
20.17
|
18.95
|
20.38
|
6.4
|
||
Wholesale
volume (million tonnes)
|
22.60
|
20.57
|
20.66
|
9.9
|
||
Average
annual throughput per service station (tonne/station)
|
2,697
|
2,577
|
2,321
|
4.7
|
||
Total
number of service stations under SINOPEC brand
|
29,062
|
28,801
|
29,647
|
0.9
|
||
Of
which: Number of company-operated service stations
|
28,405
|
28,001
|
27,367
|
1.4
|
||
Number
of franchised service stations
|
657
|
800
|
2,280
|
(17.9)
|
(4)
|
Chemicals
|
|
In
2007, in view of the increasing domestic demand for chemical products, the
Company made continuous efforts to increased efficiency of facilities. By
increasing the production volume, strengthening the connection among
production, sales and research, and the management of marketing, the goal
of selling all products produced was reached and an increase has been
witnessed in both production and efficiency. The Company adjusted its
production volume according to the market demand. As a result, significant
increase has been realised in the production of major chemical products.
Moreover, operation of the facilities has also been steadily improved. In
2007, the total ethylene production was 6.53 million tonnes, representing
an increase of 6.0% over 2006, and 29.85 million tonnes of chemical
products were sold, representing a year-on-year increase of
1.0%.
|
|
Production
of Major Chemicals
|
Unit:
1,000 tonnes
|
|||||
Change
|
|||||
from
2006
|
|||||
2007
|
2006
|
2005
|
to
2007 (%)
|
||
Ethylene
|
6,534
|
6,163
|
5,319
|
6.0
|
|
Synthetic
resins
|
9,660
|
8,619
|
7,605
|
12.1
|
|
Synthetic
rubbers
|
800
|
668
|
626
|
19.8
|
|
Monomers
and polymers for synthetic fibers
|
8,018
|
7,242
|
6,725
|
10.7
|
|
Synthetic
fibers
|
1,417
|
1,502
|
1,570
|
(5.7)
|
|
Urea
|
1,565
|
1,609
|
1,780
|
(2.7)
|
|
Note:The
operational data include 100% of the production of the two joint venture
ethylene facilities, Shanghai Secco and BASF-YPC
|
(5)
|
Research
and Development
|
|
In
2007, in order to meet the requirements of production and operation, the
Company successfully developed a number of new technologies. In the
upstream, new technologies used to increase recovery rate has been
developed. In the pilot experiment zone, the recovery rate can be
increased by 12 percentage points. The technology to produce diesel that
meets Euro IV standards enables the Company to produce diesel with low and
super low sulfur contents . The Company successfully developed its own
technology with intellectual property rights for polypropylene unit with
round pipe process, with an annual output of 300,000 tonnes. The
exploration technology for discovering subtle reservoirs , enhanced heat
transfer technology for ethylene cracker furnace and application of
technologies such as catalytic cracking to increase the production of
propylene have succeeded with remarkable effects. Moreover, the Company
conducted research on new and alternative fuels and conducted pilot tests
of syngas-to-oil and bio-diesel. The S-Zorb technology for suffur removal
of catalytic gasoline was commercialised. In 2007, the Company applied for
905 domestic patents, meanwhile 616 patents rights have been granted;
and the Company also applied for122 international patents, meanwhile 61
patents have been granted.
|
(6)
|
Energy
conservation and effluent reduction
|
|
In
2007, the Company made progress in energy conservation and effluent
reduction. The newly compiled energy conservation administration system
and the examination system for checking objectives and responsibilities
were put into effect, the awareness for energy conservation and
environment protection was further enhanced. Upgrading projects and
technologies application programmes such as quality upgrading of refined
oil products, coal-gasfication, substitution of oil with natural gas,
utilisation of light hydrocarbon, upgrading of power grid, adjustment of
water injection, heat integration, waste-heat recovery, sulfur removal of
flue gas, recycling of waste water were further carried on. Compared with
2006, overall energy intensity dropped by 6.1%, industrial water
consumption fell by 4.3%, and Chemical Oxygen Demand in waste water fell
by 5.4%.
|
(7)
|
Cost
reduction
|
|
In
2007, the Company took various measures to reduce costs, such as
leveraging the existing logistics system, optimising resource allocation,
reducing transportation costs, furthur increasing the throughput of lower
quality crude oil, reducing the procurement cost of crude oil and
consumption of energy and materials in the production process by
optimising operation of the facilities. In 2007, the Company effectively
reduced RMB 3.06 billion in cost, among which the exploration and
production segment, the refining segment, the marketing and distribution
segment and the chemicals segment achieved total cost reduction of RMB 748
million, RMB 669 million, RMB 822 million, and RMB 821 million,
respectively.
|
(8)
|
Capital
expenditure
|
|
In
2007, total capital expenditure of the Company was RMB 109.282 billion,
among which the expenditure for the exploration and production segment was
RMB 54.498 billion. Fairly rich oil and gas reserve was found in the
northeast of Sichuan Province, Aiding block in Tahe field, Dongpu trough,
the subtle reservoir in the east of China, the deep layers in the west of
Sichuan province and in Songnan block. The construction of Sichuan-East
China Gas project has commenced. The capacity of newly built crude oil and
natural gas production was 6.05 million tonnes and 1.66 billion cubic
meters per annum respectively. The expenditure for the refining segment
was RMB 22.763 billion. Smooth progress in the Qingdao Refinery Project
has been achieved. The projects for upgrading the quality of the refined
oil products, including Yanshan Petrochemical Company was put into
operation. The expenditure for the marketing and distribution segment was
RMB 12.548 billion. With this investment, the Company has further improved
its refined oil products network through construction, acquisition and
renovation of service stations and oil storage. Thereby, the Company’s
leading role in the strategic market was consolidated, and 753
self-operated service stations were added. The expenditure for the
chemicals segment was RMB 16.184 billion. Progress has also been seen in
the integrated refinery and chemical projects in Fujian and Tianjin, and
Zhenhai ethylene project. The total of expenditure for corporate and
others amounted to RMB 3.289 billion. Progress has also been made in the
information system
construction.
|
1
|
Overall
steady and safe production and improving HSE
management
|
|
In
2007, the Company adhered to the principle of promoting the HSE management
mechanism and adhered to the principles of “Safety as priority, prevention
as main method, all staff involved and comprehensive management”. The
responsibility system of the safe production was established and the basic
work was emphasised. Every regulation was implemented to the detail. The
quality, with the safety and environmental protection status of major
products is continuously improving and energy and material consumption per
production unit kept decreasing. While maintaining full-load and longer
cycle production, the safety of production achieved an overall steadiness
and HSE management on environment protection made continuous
progress.
|
2
|
Continued
improvement to deepen HSE management
system
|
|
Since
the Company and its subsidiaries established HSE management system, the
Company focused on the smooth operation of the system. In 2007, the
Company organised HSE supervision, examination and assessment at different
levels in order to continuously promote and improve the management
system.
|
3
|
Adherence
to the principle of people-orient to create harmonious and healthy work
environment
|
|
In
2007, the Company continued to strengthen firm-wide HSE education and
training to continually improve employees’ operational skills, to
enhance and strictly follow Rules of Safe Production, which raised the
awareness of the employees for safe production and standard operations,
ensuring safe production of major facilities under high load of operation.
The Company strengthened occupational health management. Warning signs
were posted in the workplace and monitoring and measurement results were
publicly displayed. Regular occupational health checkups were arranged for
relevant employees and working conditions were continually improved to
ensure employee safety and health.
|
4
|
Implementation
of a prevention-based policy; assessment of safety and environmental risks
of newly built facilities and operating
units
|
|
In
2007, the Company performed safety and environmental protection
assessments over a number of newly built, revamping and expansion
projects, and continued to perform risk assessments over operating
facilities as well as public facilities. Rectification of potentially
risky areas was subject to continuous monitoring throughout the process,
while dynamic monitoring was instituted for major facilities and key areas
under the oversight of a specially designated person. The Company
formulated and improved its emergency response plans for corresponding to
accidents, strengthened emergency response drills, and its capability for
confronting emergencies was continually
improved.
|
5
|
Active
promotion of clean production to realise clean and economical
development
|
|
In
2007, the Company standardised its environmental management in line with
HSE management system, strengthened its control of effluent sources to
achieve the goals of saving water and reducing effluents continuously,
especially the major pollutants. Notwithstanding significant increase in
the Company’s production, as compared to 2006, the industrial water
consumption was reduced by 4.3 % and COD content in its discharged waste
water was reduced by 5.4%.
|
In 2007, the Company entrusted a qualified environment appraisal organisation to conduct examination on all the oil and gas fields, refineries for their environment protection status over the past 3 years, and the results was published and recognised by the State Environmental Protection Administration. |
1
|
CONSOLIDATED
RESULTS OF OPERATIONS
|
|
In
2007, the Company’s turnover, other operating revenues and other income
were RMB 1,209.7 billion, and the operating profit was RMB 85.9 billion,
representing an increase of 13.4% and 6.5% over 2006, respectively. By
seizing the favorable conditions provided by the steady growth of China’s
domestic economy, the Company proactively expanded the market, extended
oil and gas resources, optimised crude oil mix for processing, and
increased the production of chemical products and sales volume of refined
oil products. In addition, the Company reinforced safe production, energy
saving and cost efficiency. As a result of the forgoing factors, the
Company achieved good operating results in
2007.
|
|
The
following table sets forth the major items in the consolidated income
statement of the Company for the indicated
periods:
|
Years
ended 31 December
|
|||||
2007
|
2006
|
Change
|
|||
RMB
millions
|
(%)
|
||||
Turnover,
other operating revenues and other income
|
1,209,706
|
1,066,902
|
13.4
|
||
Of
which: Turnover
|
1,173,869
|
1,034,888
|
13.4
|
||
Other
operating revenues
|
30,974
|
26,853
|
15.3
|
||
Other
income
|
4,863
|
5,161
|
(5.8)
|
||
Operating
expenses
|
(1,123,842)
|
(986,270)
|
13.9
|
||
Of
which: Purchased crude oil, products, and operating supplies and
expenses
|
(970,929)
|
(854,236)
|
13.7
|
||
Selling,
general and administrative expenses
|
(37,843)
|
(37,514)
|
0.9
|
||
Depreciation,
depletion and amortisation
|
(43,315)
|
(33,554)
|
29.1
|
||
Exploration
expenses (including dry holes)
|
(11,105)
|
(7,983)
|
39.1
|
||
Personnel
expenses
|
(22,745)
|
(20,956)
|
8.5
|
||
Employee
reduction expenses
|
(399)
|
(236)
|
69.1
|
||
Taxes
other than income tax
|
(34,304)
|
(29,330)
|
17.0
|
||
Other
operating expenses, net
|
(3,202)
|
(2,461)
|
30.1
|
||
Operating
profit
|
85,864
|
80,632
|
6.5
|
||
Net
finance costs
|
(8,101)
|
(5,813)
|
39.4
|
||
Investment
income and share of profits less losses from associates and jointly
controlled entities
|
5,701
|
3,723
|
53.1
|
||
Profit
before taxation
|
83,464
|
78,542
|
6.3
|
||
Taxation
|
(24,721)
|
(23,504)
|
5.2
|
||
Profit
for the year
|
58,743
|
55,038
|
6.7
|
||
Attributable
to:
|
|||||
Equity
shareholders of the Company
|
56,533
|
53,603
|
5.5
|
||
Minority
interests
|
2,210
|
1,435
|
54.0
|
|
(1) |
Turnover,
other operating revenues and other
income
|
|
In
2007, the Company’s turnover, other operating revenues and other income
were RMB 1,209.7 billion, of which turnover was RMB 1,173.9 billion,
representing an increase of 13.4% over 2006. These results were largely
attributable to the increase in prices of domestic petroleum and
petrochemical products and the Company’s efforts in expanding the sales
volume of its petroleum and petrochemical products. In 2007, the Company’s
other operating revenues were RMB 31.0 billion, representing an increase
of 15.3% over 2006. At the end of 2007, the Company recognised a subsidy
of RMB 4.9 billion.
|
|
The
following table sets forth the Company’s external sales volume, average
realised prices and the respective rates of change from 2006 to 2007 for
the Company’s major products:
|
Sales
volume
|
Average
realised price
|
||||||
(thousand
tonnes)
|
(RMB/tonne,
RMB/thousand cubic meters)
|
||||||
Years
ended 31 December
|
change
|
Years
ended 31 December
|
change
|
||||
2007
|
2006
|
(%)
|
2007
|
2006
|
(%)
|
||
Crude
oil
|
4,431
|
4,027
|
10.0
|
3,110
|
3,210
|
(3.1)
|
|
Natural
gas (million cubic meters)
|
5,817
|
5,366
|
8.4
|
811
|
789
|
2.8
|
|
Gasoline
|
35,177
|
32,661
|
7.7
|
5,408
|
5,224
|
3.5
|
|
Diesel
|
76,916
|
72,963
|
5.4
|
4,724
|
4,469
|
5.7
|
|
Kerosene
|
7,047
|
5,463
|
29.0
|
4,728
|
4,525
|
4.5
|
|
Basic
chemical feedstock
|
10,230
|
9,693
|
5.5
|
6,200
|
5,831
|
6.3
|
|
Monomers
and polymer for synthetic fiber
|
4,053
|
3,683
|
10.0
|
9,109
|
8,821
|
3.3
|
|
Synthetic
resin
|
7,864
|
7,137
|
10.2
|
10,203
|
9,897
|
3.1
|
|
Synthetic
fiber
|
1,501
|
1,613
|
(6.9)
|
11,605
|
11,389
|
1.9
|
|
Synthetic
rubber
|
958
|
800
|
19.8
|
13,738
|
13,928
|
(1.4)
|
|
Chemical
fertilizer
|
1,574
|
1,651
|
(4.7)
|
1,659
|
1,650
|
0.5
|
|
Most
of the crude oil and a small portion of natural gas produced by the
Company were internally used for refining and chemicals production and the
remaining were sold to other customers. In 2007, the total revenue of
crude oil, natural gas and other upstream products that were sold
externally amounted to RMB 20.4 billion, representing an increase of 2.5%
over 2006, accounting for 1.7% of the turnover, other operating revenues
and other income. The increase was mainly due to the increase in the
sales volume of the crude oil and the expansion of the Company’s natural
gas business.
|
|
The
Company’s refining segment and marketing and distribution segment sell
petroleum products (mainly consisting of gasoline, diesel and kerosene
which are referred to as the refined oil products and other refined
petroleum products) to external parties. In 2007, the external sales
revenue of petroleum products by these two segments were RMB 776.8
billion, accounting for 64.2% of the Company’s turnover, other
operating revenues and other income, and representing an increase of 11.1%
over 2006. The result comes from the fact that the Company took advantage
of the high price of petroleum products, expanded the sales volume of the
petroleum products, optimised the sales structure and expanded the markets
of other refined petroleum products. The sales revenue of gasoline, diesel
and kerosene was RMB 586.9 billion, accounting for 75.6% of the total
turnover of refined petroleum products, and representing an increase of
12.6% over 2006. The turnover of other refined petroleum products was RMB
189.9 billion, representing an increase of 6.7% compared with 2006, and
accounting for 24.4% of the total turnover of petroleum
products.
|
|
The
Company’s external sales revenue of chemical products was RMB 217.5
billion, accounting for 18.0% of its turnover, other operating revenues
and other income, and representing a increase of 10.9% over 2006. This was
mainly attributed to the fact that the Company took advantage of the high
price level of the chemical products, expanded its sales
volume.
|
|
(2) |
Operating
expenses
|
|
In
2007, the Company’s operating expenses were RMB 1,123.8 billion,
representing an increase of 13.9% over 2006, among which:
Purchased crude oil, products
and operating
supplies and
expenses were RMB 970.9 billion, representing an increase of 13.7%
over 2006, accounting for 86.4% of the total operating expenses, of
which:
|
¦ | Crude oil purchase expense was RMB 483.9 billion, representing an increase of 8.9% over 2006. This expense accounted for 43.1% of the total operating expense, representing a decrease of 2 percentage points. With the rapid economic development in China, and the expanded market demand and the Company increased its throughput of crude oil that was purchased externally. In 2007, the total throughput of crude oil purchased externally reached 123.98 million tonnes (excluding the amounts processed for third parties), representing an increase of 4.8%. The average cost for crude oil purchased externally was RMB 3,903 per tonne, representing an increase of 3.9% over 2006. |
¦ |
In
2007, other purchasing expenses of the Company reached RMB 487.0 billion,
accounting for 43.3% of the total operating expenses, representing an
increase of 18.9%. The increase was mainly due to the increased costs of
refined oil products and chemical raw materials purchased
externally.
|
Selling, general and
administrative expenses totaled were RMB 37.8 billion, representing
an increase of 0.9% over 2006.
Depreciation, depletion
and amortisation
was RMB 43.3 billion, representing an increase of 29.1%, mainly due
to the increased depreciation resulted from continuous investments in form
of property, plant and equipment by the Company in recent two
years.
Exploration expenses
reached RMB 11.1 billion, representing an increase of 39.1%. The
increase was mainly due to the Company’s increased efforts on exploration
and forward study in the Southern marine facies blocks, such as the
northeast and the west of Sichuan Province.
Personnel expenses were RMB
22.7 billion, representing an increase of 8.5%.
Employee reduction expenses:
In 2007, the Company undertook an employee reduction expense of
approximately RMB 0.4 billion for a total reduction of approximately 5,000
employees.
Taxes other than income tax
were RMB 34.3 billion, representing an increase of 17.0% over 2006.
The increase was mainly due to the increase of the special levy on crude
oil income in the amount of RMB 2.5 billion, and the increase of the
consumption tax levied on naphtha and other refined petroleum products in
the amount of RMB 1.6 billion. In addition, city construction tax and
education surcharge increased by RMB 0.8 billion.
Other operating expenses
were RMB 3.2 billion, representing an increase of 30.1%. The
increase was mainly due to the increase in impairment loss on long-lived
assets, which increased by RMB 2.3 billion compared with
2006.
|
|
(3) |
Operating
profits
|
|
In
2007, the Company’s operating profit was RMB 85.9 billion, representing an
increase of 6.5% over 2006.
|
|
(4) |
Net
finance costs
|
|
In
2007, the Company’s net finance costs were RMB 8.1 billion, representing
an increase of 39.4% over 2006. The increase was mainly attributed to the
RMB 3.2 billion unrealised loss on embedded derivative component of
convertible bonds.
|
|
(5) |
Profit
before taxation
|
|
In
2007, the Company’s profit before taxation reached RMB 83.5 billion,
representing an increase of 6.3% over
2006.
|
|
(6) |
Taxation
|
|
In
2007, the Company’s taxation was RMB 24.7 billion, representing an
increase of 5.2% over 2006.
|
|
(7) |
Minority
interests
|
|
In
2007, profit for the year attributable to the minority interests of the
Company reached RMB 2.2 billion, representing an increase of 54.0%. The
increase was mainly due to increased profit from two of the Company’s
consolidated subsidiaries Shanghai Petrochemical Company Limited and
Fujian Petrochemical Company
Limited.
|
|
(8) |
Profits
attributable to equity shareholders of the
Company
|
|
In
2007, profit attributable to equity shareholders of the Company was RMB
56.5 billion, representing an increase of 5.5% over
2006.
|
2
|
DISCUSSION
ON RESULTS OF SEGMENT OPERATION
|
|
The
Company manages its operations in four business segments, namely,
exploration and production segment, refining segment, marketing and
distribution segment and chemicals segment, and a corporate and others.
Unless otherwise specified herein, the inter-segment transactions have not
been eliminated from financial data discussed in this section. In
addition, the operating revenue data of each business segment have
included the “other operating revenues” and “other income” of the
segment.
|
|
The
following table shows the operating revenues by each business segment, the
contribution of external sales and inter-segment sales as a percentage of
operating revenues before elimination of inter-segment sales, and the
contribution of external sales as a percentage of consolidated operating
revenues (i.e. after elimination of inter-segment sales) for the periods
indicated.
|
As
a percentage of
|
As
a percentage of
|
|||||||
consolidated
operating
|
consolidated
operating
|
|||||||
revenue
before elimination
|
revenue
after elimination
|
|||||||
Operating
revenues
|
of
inter-segment sales
|
of
inter-segment sales
|
||||||
Years
ended 31 December
|
Years
ended 31 December
|
Years
ended 31 December
|
||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
|||
RMB
millions
|
(%)
|
(%)
|
||||||
Exploration
and Production Segment
|
||||||||
External
Sales(1)
|
38,194
|
34,091
|
1.7
|
1.9
|
3.1
|
3.2
|
||
Inter-segment
sales
|
107,473
|
109,075
|
5.0
|
6.0
|
||||
Operating
revenues
|
145,667
|
143,166
|
6.7
|
7.9
|
||||
Refining
Segment
|
||||||||
External
sales(1)
|
124,178
|
124,636
|
5.7
|
6.9
|
10.3
|
11.7
|
||
Inter-segment
sales
|
534,671
|
477,766
|
24.7
|
26.3
|
||||
Operating
revenues
|
658,849
|
602,402
|
30.4
|
33.2
|
||||
Marketing
and Distribution Segment
|
||||||||
External
sales(1)
|
662,950
|
588,709
|
30.6
|
32.4
|
54.8
|
55.2
|
||
Inter-segment
sales
|
2,841
|
4,849
|
0.1
|
0.3
|
||||
Operating
revenues
|
665,791
|
593,558
|
30.7
|
32.7
|
||||
Chemicals
Segment
|
||||||||
External
sales(1)
|
224,699
|
202,628
|
10.4
|
11.1
|
18.6
|
19.0
|
||
Inter-segment
sales
|
15,990
|
12,299
|
0.7
|
0.7
|
||||
Operating
revenues
|
240,689
|
214,927
|
11.1
|
11.8
|
||||
Corporate
and Others
|
||||||||
External
sales(1)
|
159,685
|
116,838
|
7.4
|
6.4
|
13.2
|
10.9
|
||
Inter-segment
sales
|
297,145
|
145,287
|
13.7
|
8.0
|
||||
Operating
revenues
|
456,830
|
262,125
|
21.1
|
14.4
|
||||
Operating
revenue before elimination
|
||||||||
of
inter-segment sales
|
2,167,826
|
1,816,178
|
100.0
|
100.0
|
||||
Elimination
of inter-segment sales
|
(958,120)
|
(749,276)
|
||||||
Consolidated
operating revenues
|
1,209,706
|
1,066,902
|
100.0
|
100.0
|
||||
Note
1: Including other operating revenues and other
income.
|
|
The
following table sets forth the operating revenues, operating expenses and
operating profit/ (loss) by each segment before elimination of the
inter-segment transactions for the periods indicated, and the rates of
change from 2006 to 2007.
|
Years
ended 31 December
|
|||||
2007
|
2006
|
Change
|
|||
RMB
millions
|
(%)
|
||||
Exploration
and Production Segment
|
|||||
Operating
revenues
|
145,667
|
143,166
|
1.7
|
||
Operating
expenses
|
96,901
|
79,984
|
21.2
|
||
Operating
profit
|
48,766
|
63,182
|
(22.8)
|
||
Refining
Segment
|
|||||
Operating
revenues
|
658,849
|
602,402
|
9.4
|
||
Operating
expenses
|
669,301
|
628,112
|
6.6
|
||
Operating
loss
|
(10,452)
|
(25,710)
|
—
|
||
Marketing
and Distribution Segment
|
|||||
Operating
revenues
|
665,791
|
593,558
|
12.2
|
||
Operating
expenses
|
630,064
|
563,324
|
11.8
|
||
Operating
profit
|
35,727
|
30,234
|
18.2
|
||
Chemicals
Segment
|
|||||
Operating
revenues
|
240,689
|
214,927
|
12.0
|
||
Operating
expenses
|
227,383
|
200,469
|
13.4
|
||
Operating
profit
|
13,306
|
14,458
|
(8.0)
|
||
Corporate
and others
|
|||||
Operating
revenues
|
456,830
|
262,125
|
74.3
|
||
Operating
expenses
|
458,313
|
263,657
|
73.8
|
||
Operating
loss
|
(1,483)
|
(1,532)
|
—
|
|
(1) |
Exploration
and Production Segment
Most
of the crude oil and a small portion of the natural gas produced by the
exploration and production segment were used for the Company’s refining
and chemicals operations. Most of the natural gas and a small portion of
crude oil produced by the Company were sold to other
customers.
In
2007, the operating revenues of this segment were RMB 145.7 billion,
representing an increase of 1.7% over 2006. The increase was mainly
attributable to the increase in the sales volume of crude oil and the
increase both in the sales volume and sales price of natural
gas.
In
2007, this segment sold 38.85 million tonnes of crude oil and 6.3 billion
cubic meters of natural gas, representing an increase of 2.4% and 10.2%
respectively over 2006. The average realised price of crude oil was RMB
3,095 per tonne, representing a decrease of 3.1%. The average realised
price of natural gas was RMB 823 per thousand cubic meters, representing
an increase of 3.6% over 2006.
In
2007, the operating expenses of this segment were RMB 96.9 billion,
representing an increase of 21.2% over 2006. The increase was mainly due
to the following reasons:
|
|
¦ |
The
exploration expense (including dry hole cost) increased by RMB 3.1 billion
over 2006. The increase was mainly attributable to the increased efforts
on exploration and forward study in marine facies blocks in the Southern
part of China, namely, northeast and west of Sichuan
Province.
|
|
¦ |
The
increase of RMB 5.3 billion in depreciation, depletion and amortisation,
which was mainly due to the increase in depreciation and depletion of the
oil and gas assets.
|
|
¦ |
Special
levy on crude oil income increased by RMB 2.5 billion over
2006.
|
|
¦ |
Other
operating expenses increased by RMB 3.6 billion over 2006. The increase
was mainly due to the increase in cost of materials as a result of the
increase in sales of these
materials.
|
|
In
2007, in light of the high crude oil price, in order to increase oil and
gas production, the Company developed more marginal oil reserves, which,
together with increased water and electricity charges associated with oil
and gas production, contributed to the increase in the lifting cost of
crude oil and natural gas by 15.6% from RMB 520 per tonne in 2006 to RMB
601 per tonne in 2007.
In 2007, the operating profit of
the segment was RMB 48.8 billion , representing a decrease of 22.8% over
2006.
|
|
(2) |
Refining
Segment
|
Business
activities of the refining segment consist of purchasing crude oil from
third parties or from the exploration and production segment of the
Company, processing crude oil into refined oil products, selling gasoline,
diesel and kerosene to the marketing and distribution segment, selling a
portion of chemical feedstock to the chemicals segment of the Company, and
selling other refined petroleum products to the domestic and overseas
customers.
In 2007, the
operating revenues of this segment were RMB 658.8 billion, representing an
increase of 9.4% over 2006. The increase was mainly attributable to the
increase in the price and sales volume of each refined petroleum
products.
|
|
The following table sets forth
the sales volumes, average realised prices and the respective rates of
change of the Company’s major refined oil products of the segment from
2006 to 2007.
|
Sales
volume
|
Average
realised price
|
||||||
(thousand
tonne)
|
(RMB/tonne)
|
||||||
Years
ended 31 December
|
change
|
Years
ended 31 December
|
change
|
||||
2007
|
2006
|
(%)
|
2007
|
2006
|
(%)
|
||
Gasoline
|
23,965
|
22,937
|
4.5
|
4,641
|
4,499
|
3.2
|
|
Diesel
|
61,541
|
59,712
|
3.1
|
4,057
|
3,873
|
4.8
|
|
Chemical
feedstock
|
25,509
|
25,398
|
0.4
|
4,985
|
4,395
|
13.4
|
|
Other
refined oil products
|
42,204
|
39,681
|
6.4
|
3,884
|
3,690
|
5.3
|
|
In
2007, the sales revenues of gasoline by the segment were RMB 111.2
billion, representing an increase of 7.8% over 2006 and accounting for
16.9% of this segment’s operating revenues.
In
2007, the sales revenues of diesel by the segment were RMB 249.6 billion,
representing an increase of 8.0% over 2006 and accounting for 37.9% of
this segment’s operating revenues.
In
2007, the sales revenues of chemical feedstock by the segment were RMB
127.2 billion, representing an increase of 13.9% over 2006 and accounting
for 19.3% of this segment’s operating revenues. The increase in the sales
revenues of chemical feedstock was higher than the increase in the sales
revenues of gasoline and diesel, which was mainly due to the fact that the
extent of increase in the price of the chemical feedstock is greater than
the extent of increase in the price of the gasoline and diesel
oil.
In
2007, the sales revenues of refined petroleum products other than
gasoline, diesel and chemical feedstock were RMB 163.9 billion,
representing an increase of 11.9% over 2006 and accounting for 24.9% of
this segment’s operating revenues.
In
2007, this segment’s operating expenses were RMB 669.3 billion,
representing an increase of 6.6% over the year of 2006. The increase was
which mainly attributable to the increase in refining throughput and crude
oil price as well as the allowance for diminution in value of certain
imported crude oil.
In
2007, the average cost of crude oil processed was RMB 3,762 per tonne,
representing an increase of 2.2% over 2006. Refining throughput were
155.27 million tonnes (excluding the volume processed for third parties),
representing an increase of 4.5% over 2006. In 2007, the total costs of
crude oil processed were RMB 584.2 billion, representing an increase of
6.8%, and accounting for 87.3% of the segment’s operating expenses, up by
0.2 percentage points over 2006.
In
2007, due to the high international crude oil prices, and the government’s
tight control over refined oil products’ price, the refinery segment of
the Company incurred losses. The refining margin (defined as the sales
revenues less the crude oil costs and refining feedstock costs
and taxes other than income tax divided by the throughput of crude oil and
refining feedstock) was RMB 107 per tonne, representing an increase of RMB
123 per tonne over that of 2006, which was at a loss of RMB-16 per
tonne.
In
2007, the unit refining cash operating cost (defined as operating expenses
less the purchase cost of crude oil and refining feedstock, depreciation
and amortisation, taxes other than income tax, other operating expenses;
and divided by the throughput of crude oil and refining feedstock) was RMB
133 per tonne, representing a decrease of RMB 2.5 per tonne, or 1.8%,
against 2006.
In
2007, this segment incurred an operating loss of RMB 10.5 billion,
representing a year-on-year loss decrease of RMB 15.3
billion.
|
|
(3) |
Marketing
and Distribution Segment
|
|
The
business activities of the marketing and distribution segment include
purchasing refined oil products from the refining segment and third
parties, making wholesale and direct sales to domestic customers, and
retail of the refined oil products through the segment’s retail
distribution network, as well as providing related services.
In
2007, the operating revenues of this segment were RMB
665.8 billion, up by 12.2% over 2006. The increase was mainly attributable
to the improvements in sales mix and the increased proportion of the
retail business and the increased domestic demand for the refined oil
products.
In
2007, the operating revenues from sales of gasoline and diesel were RMB
555.1 billion, accounting for 83.4% of the operating revenues of this
segment. The percentage of retail in the total sales volume of gasoline
and diesel increased from 63.4% in 2006 to 63.8% in 2007, representing an
increase of 0.4 percentage points. The percentage of direct sales in
the total sales volume increased from 17.0% in 2006 to 17.5% in 2007,
representing an increase of 0.5 percentage points. The percentage of
wholesale volume in the total sales volume of gasoline and diesel
decreased from 19.6% in 2006 to 18.7% in 2007, representing a decrease of
0.9 percentage points.
|
Sales
volume
|
Average
realised price
|
|||||||
(thousand
tonnes)
|
Rate
of
|
(RMB/tonne)
|
Rate
of
|
|||||
Years
ended 31 December
|
change
|
Years
ended 31 December
|
change
|
|||||
2007
|
2006
|
(%)
|
2007
|
2006
|
(%)
|
|||
Gasoline
|
35,124
|
32,718
|
7.4
|
5,410
|
5,224
|
3.6
|
||
Of
which:
|
Retail
|
26,728
|
23,885
|
11.9
|
5,542
|
5,350
|
3.6
|
|
Direct
sales
|
2,611
|
2,812
|
(7.1)
|
5,036
|
4,922
|
2.3
|
||
Wholesale
|
5,785
|
6,021
|
(3.9)
|
4,967
|
4,867
|
2.1
|
||
Diesel
|
77,288
|
73,694
|
4.9
|
4,723
|
4,466
|
5.8
|
||
Of
which:
|
Retail
|
44,991
|
43,528
|
3.4
|
4,832
|
4,527
|
6.7
|
|
Direct
sales
|
17,034
|
15,309
|
11.3
|
4,742
|
4,599
|
3.1
|
||
Wholesale
|
15,263
|
14,857
|
2.7
|
4,381
|
4,152
|
5.5
|
||
Kerosene
|
7,005
|
5,397
|
29.8
|
4,729
|
4,524
|
4.5
|
||
Fuel
oil
|
13,160
|
15,067
|
(12.7)
|
2,923
|
2,989
|
(2.2)
|
(4)
|
Chemicals
Segment
|
Sales
volume
|
Average
realised price
|
||||||
(thousand
tonnes)
|
(RMB/tonnes)
|
||||||
Years
ended 31 December
|
changes
|
Years
ended 31 December
|
changes
|
||||
2007
|
2006
|
(%)
|
2007
|
2006
|
(%)
|
||
Basic
organic chemicals
|
12,888
|
11,572
|
11.4
|
5,870
|
5,649
|
3.9
|
|
Monomers
and polymers for synthetic fiber
|
4,089
|
3,709
|
10.2
|
9,116
|
8,814
|
3.4
|
|
Synthetic
resin
|
7,964
|
7,254
|
9.8
|
10,163
|
9,842
|
3.3
|
|
Synthetic
fiber
|
1,501
|
1,614
|
(7.0)
|
11,605
|
11,390
|
1.9
|
|
Synthetic
rubber
|
977
|
833
|
17.3
|
13,721
|
13,885
|
(1.2)
|
|
Chemical
fertiliser
|
1,599
|
1,654
|
(3.3)
|
1,657
|
1,660
|
(0.2)
|
(5)
|
Corporate
and Others
|
3
|
ASSETS,
LIABILITIES, EQUITY AND CASH FLOWS
|
|
The
Company’s primary sources of funding were from its operating activities,
short-term and long-term loans. The primary use of funds were for
operating expenses, capital expenditure and repayment of the short-term
and long-term loans.
|
|
(1)
Assets, liabilities, and equity
|
Unit:
RMB millions
|
|||||
At
31 December
|
At
31 December
|
Amount
of
|
|||
2007
|
2006
|
Changes
|
|||
Total
assets
|
732,725
|
610,832
|
121,893
|
||
Current
assets
|
185,116
|
146,490
|
38,626
|
||
Non-current
assets
|
547,609
|
464,342
|
83,267
|
||
Total
liabilities
|
399,967
|
324,175
|
75,792
|
||
Current
liabilities
|
265,355
|
216,372
|
48,983
|
||
Non-current
liabilities
|
134,612
|
107,803
|
26,809
|
||
Equity
attributable to the equity
|
|||||
shareholders
of the Company
|
307,433
|
264,334
|
43,099
|
||
Share
capital
|
86,702
|
86,702
|
—
|
||
Reserves
|
220,731
|
177,632
|
43,099
|
||
Minority
interests
|
25,325
|
22,323
|
3,002
|
||
Total
equity
|
332,758
|
286,657
|
46,101
|
l
|
Thecurrent
assets reached RMB 185.1 billion, representing an increase of RMB 38.6
billion over 2006. The increase was mainly due to the increase in the
international crude oil prices and other raw materials prices, which
resulted in increased inventory of crude oil, other raw materials and
finished goods by RMB 21.1 billion. In addition, accounts receivable and
bills receivable increased by RMB 12.2
billion.
|
l
|
The
non-current assets reached RMB 547.6 billion, representing an increase of
RMB 83.3 billion over 2006. The increase was mainly due to the increase of
construction in progress and property, plants and equipment under the
investment plan of RMB 61.9 billion; the increase in interests in
associates and jointly controlled entities of RMB 8.5 billion; and the
increase of lease prepayments and deferred tax assets of RMB 8.9
billion.
|
l
|
The
current liabilities reached RMB 265.4 billion , representing an increase
of RMB 49.0 billion over 2006. The increase was mainly due to increased
trade accounts payable and bills payable of RMB 30.7 billion in line with
expanded operations of the Company and the increase in accrued expenses
and other payables of RMB 20.0
billion.
|
l
|
The
non-current liabilities reached RMB 134.6 billion, representing an
increase of RMB 26.8 billion over 2006. The increase was mainly due to the
net effect of increase in scale of direct financing activities and the
increase in repayment of bank loans totaling RMB 19.7 billion; and the
increase of other liabilities by RMB 7.8
billion.
|
|
(2)
Cash flow
|
Unit:
RMB millions
|
|||
Years
ended 31 December
|
|||
Major
items of cash flow
|
2007
|
2006
|
|
Net
cash flow from operating activities
|
119,594
|
92,507
|
|
Net
cash flow from investing activities
|
(113,587)
|
(103,385)
|
|
Net
cash flow from financing activities
|
(5,310)
|
2,878
|
|
Net
changes in cash and cash equivalents
|
697
|
(8,000)
|
|
(3)
Contingent liability
|
|
(4)
Capital expenditures
|
|
(5)
Research and development expenses, and environmental
expenses
|
|
4
ANALYSIS OF FINANCIAL STATEMENTS PREPARED UNDER
ASBE
|
|
The major differences between the Company’s financial statements prepared
under ASBE and IFRS are set out in Section C of the financial statements
of the Company on page 184 of this
report.
|
|
(1)
Under ASBE, the operating income and operating profit of the Company are
as follows
|
Years
ended 31 December
|
||||
2007
|
2006
|
|||
RMB
millions
|
RMB
millions
|
|||
Operating
income
|
||||
Exploration
and Production Segment
|
145,667
|
143,094
|
||
Refining
Segment
|
656,923
|
597,241
|
||
Marketing
and Distribution Segment
|
662,854
|
593,558
|
||
Chemicals
Segment
|
240,689
|
214,927
|
||
Others
|
456,830
|
262,125
|
||
Elimination
of inter-segment sales
|
(958,120)
|
(749,276)
|
||
Consolidated
operating income
|
1,204,843
|
1,061,669
|
||
Operating
profit
|
||||
Exploration
and Production Segment
|
48,588
|
60,496
|
||
Refining
Segment
|
(13,666)
|
(30,157)
|
||
Marketing
and Distribution Segment
|
33,597
|
31,401
|
||
Chemicals
Segment
|
13,416
|
14,377
|
||
Others
|
(1,448)
|
(1,866)
|
||
Financial
expenses, investment income and fair value loss
|
(2,345)
|
(2,011)
|
||
Consolidated
operating profit
|
78,142
|
72,240
|
||
Net
profit attributable to equity shareholders of the Company
|
54,947
|
52,086
|
|
Operating profit: In
2007, the realised operating profits by the Company was RMB 78.1 billion,
representing an increase of RMB 5.9 billion. This increase was mainly due
to the fact that the Company took advantage of the pace of the steady
growth of the domestic economy, expanded the market proactively, enlarged
the production of oil and gas resources, optimised crude oil processing
structure, increased the production volume of chemical products and sales
volume of refined oil products and firmly stuck to the principle of saving
energy and reducing cost.
|
|
Net profit: In 2007, the
net profit attributable to the equity shareholders of the company is RMB
54.9 billion, representing an increase of 2.8 billion or 5.5%, over
2006.
|
|
(2)
Financial data prepared under ASBE:
|
Unit:
RMB millions
|
||||
31
December
|
31
December
|
|||
2007
|
2007
|
Changes
|
||
Total
assets
|
718,572
|
602,720
|
115,852
|
|
Long-term
liabilities
|
130,468
|
108,145
|
22,323
|
|
Shareholder’s
equity
|
326,347
|
281,799
|
44,548
|
|
Long-term liabilities:
At the end of 2007, the Company’s long-term liabilities were RMB 130.5
billion, representing an increase of RMB 22.3 billion compared with that
at the end of 2006. Such increase was mainly caused by the net cash
inflows of the increase in scale of direct financing activities and the
repayment of bank loans of RMB 19.7
billion.
|
|
Shareholders’ equity: At the end of
2007, the shareholders’ equity of the Company were RMB 326.3 billion,
representing an increase of RMB 44.5 billion compared with that at the end
of 2006. The change was mainly the result of a realised net profit of RMB
57.2 billion in 2007 and final dividend for 2006 and interim dividend for
the first half of 2007 of RMB 13.9
billion.
|
|
(3)
The principle operations categorised by business
segements
|
Increase/
|
|||||||
Increase/
|
decrease
|
||||||
decrease
Income
|
of
Cost
|
Increase/
|
|||||
from
principal
|
of
principal
|
decrease
|
|||||
operations
|
operations
|
of
gross
|
|||||
Income
from
|
Cost
of
|
compared
|
compared
|
profit
margin
|
|||
principal
|
principal
|
Gross
|
with
the
|
with
the
|
compared
with
|
||
operations
|
operations
|
profit
margin
|
preceding
year
|
preceding
year
|
the
preceding
|
||
Segment
|
(RMB
millions)
|
(RMB
millions)
|
(%)
|
(%)
|
(%)
|
(%)
|
|
Exploration
and production
|
145,667
|
64,318
|
47.0
|
1.8
|
15.5
|
(6.7)
|
|
Refining
|
656,923
|
636,062
|
0.2
|
10.0
|
5.8
|
3.6
|
|
Chemicals
|
240,689
|
213,847
|
10.8
|
12.0
|
13.3
|
(1.1)
|
|
Marketing
and distribution
|
662,854
|
601,576
|
9.1
|
11.7
|
11.2
|
0.3
|
|
Corporate
and others
|
456,830
|
455,158
|
0.3
|
74.3
|
75.4
|
(0.6)
|
|
Elimination
of inter-segment sales
|
(958,120)
|
(958,000)
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Total
|
1,204,843
|
1,012,961
|
13.1
|
13.5
|
13.0
|
0.2
|
|
Note:
Gross profit margin=Income from principal operations- Cost of principal
operations, tax and surcharge/Income from principal
operations
|
1
|
ISSUANCE
OF BONDS WITH WARRANTS IN THE DOMESTIC MARKET
|
At
the third extraordinary general meeting of shareholders of Sinopec Corp.
for 2007 held on 15 November 2007, the proposal relating to the issuance
of bonds with warrants (“Bonds with Warrants”) was reviewed and approved.
The proceeds from issuance will be used to fund the Sichuan-to-East China
Gas Project, Tianjin 1 million tonnes per annum (tpa) ethylene project,
Zhenhai 1 million tpa ethylene project and repayment of bank loans. The
proceeds from the exercise of warrants, if exercised, will be used to fund
Tianjin 1 million tpa ethylene project, Zhenhai 1 million tpa ethylene
project, Wuhan ethylene project, repayment of bank loans or replenishment
of working capital of Sinopec Corp. The issuance of Bonds with Warrants in
the amount of up to RMB 30 billion was approved by China Securities
Regulatory Commission (CSRC) on 31 January 2008. The Bonds with Warrants
were issued on 20 February 2008. The Bonds with Warrants have a 6-year
term and 0.8% per annum fixed coupon rate, and the 3.03 billion warrants
were distributed with exercise ratio of 2 for 1 and a term of 2
years. The bonds and warrants were listed on Shanghai Stock Exchange on 4
March 2008.
|
2
|
ISSUANCE
OF CORPORATE BONDS IN THE DOMESTIC MARKET
|
At
the first extraordinary general meeting of shareholders of Sinopec Corp.
for 2007 held on 22 January 2007, the proposal relating to the issuance of
corporate bonds in the amount of up to RMB 10 billion in the domestic
market to qualified institutional investors and/or Chinese citizens with
valid identification paper (excluding the buyers forbidden by the Chinese
laws and regulations) was approved. On 10 May 2007, Sinopec Corp. issued
RMB 5 billion 10-year term corporate bonds in the domestic market with a
credit rating of AAA and a fixed coupon rate of 4.2% per annum. The
proceeds from the issuance will be used to fund Tianjin 1 million tpa
ethylene project, Zhenhai 1 million tpa ethylene project, Guangzhou 800
thousand tpa ethylene expansion project, and Jinling 600 thousand tpa PX
and aromatics project.
|
|
At
the annual general meeting of shareholders of Sinopec Corp. for 2006 held
on 29 May 2007, the proposal relating to the issuance of corporate bonds
was approved. On 27 September 2007, the fifteenth meeting of the Third
Session of the Board of Directors of Sinopec Corp. approved the issuance
of domestic corporate bonds in the amount of up to RMB 20 billion within
the scope of authorisation of the annual general meeting of shareholders
for 2006. On 13 November 2007, Sinopec Corp. issued RMB 20 billion
corporate bonds including RMB 11.5 billion 10-year term corporate bonds
with a fixed coupon rate of 5.68% per annum and RMB 8.5 billion 5-year
term corporate bonds with a fixed coupon rate of 5.40% per annum. The
proceeds from the issuance will be used to fund the Sichuan-to-East China
Gas Project.
|
3
|
ISSUANCE
OF HK $11.7 BILLION ZERO COUPON CONVERTIBLE BONDS IN OVERSEAS
MARKET
|
|
At
the first extraordinary general meeting of shareholders of Sinopec Corp.
for 2007 held on 22 January 2007, the proposal relating to the issuance of
corporate bonds convertible into overseas shares of Sinopec Corp. was
approved. On 24 April 2007, Sinopec Corp. issued HK$11.7 billion zero
coupon convertible bonds with a term of 7 years. The proceeds from the
issuance were used to repay the foreign currency loans of Sinopec Corp.
incurred in connection with the privatisation of former Beijing Yanhua
Petrochemical Company Limited and former Sinopec Zhenhai Refining &
Chemical Company Limited, both of which were previously listed on the Hong
Kong Stock Exchange.
|
4
|
MERGER
BY ABSORPTION OF FOUR SUBSIDIARIES
|
|
In
2006, Sinopec Corp. completed the tender offers to acquire four
subsidiaries formerly listed on A shares market, namely Sinopec Qilu
Petrochemical Co., Ltd. (“Oilu Petrochemical”), Sinopec Yangzi
Petrochemical Co., Ltd. (“Yangzi Petrochemical”), Sinopec Zhongyuan Oil
& Gas Hi-tech Co., Ltd. (中國石化楊子石油化工股份有限公司)
(“Zhongyuan Oil & Gas”), and Sinopec Shengli Oil Field Dynamic (Group)
Co., Ltd. (“Petroleum
Dynamic”).
|
|
On
9 February 2007, Zibo Jiexu Chemical Co. Ltd., Sinopec Yangzi
Petrochemical Co., Ltd.(中國石化楊子石油化工股份有限公司), Henan
Province Zhongpu Oil & Gas Technology Co. Ltd, Shengli Oil Field
Haosheng Petrochemical Co., Ltd, (collectively “shell companies”) which
are wholly-owned subsidiaries of Sinopec Corp., respectively entered into
a merger by absorption agreement with Oilu Petrochemical, Yangzi
Petrochemical, Zhongyuan Oil & Gas, and Petroleum Dynamic
(collectively “delisted subsidiaries”). According to the agreements, the
delisted subsidiaries should be merged into the corresponding shell
companies, which should pay the appropriate amount of cash as
consideration of the merger to the shareholders of the delisted
subsidiaries other than Sinopec Corp., and increase capital contribution
to Sinopec Corp. as consideration of the merger. The shareholders of the
shell companies and the delisted subsidiaries respectively approved the
merger by absorption agreements on 28 February 2007. The shareholders of
the delisted subsidiaries other than Sinopec Corp. received the
consideration in cash on 20 March
2007.
|
5
|
Major projects
|
(1)
|
Sichuan-to-East
China Gas Project
|
|
The
Sichuan-to-East China Gas Project was one of the major projects during
China’s eleventh Five-Year Plan Period. The project consists of two parts,
namely, the exploration, development, and gas processing project of
Puguang Gas Field and long-distance natural gas pipeline from Puguang Gas
Field to Shanghai. The estimated total investment of this project is RMB
63.2 billion. It is expected that the construction of the major part of
the project will be completed by the end of
2008.
|
|
(2)
Qingdao refinery project
|
|
The
capacity of Qingdao refinery project is 10 million tpa. Construction of
this refinery project commenced in June 2005, and is currently progressing
smoothly. The project is expected to be put into operation in
2008.
|
|
(3)
Tianjin ethylene project
|
|
Tianjin
ethylene project mainly consists of 1 million tpa ethylene unit, 12.5
million tpa refinery expansion and thermal power utilities facilities.
Total investment for this project is about RMB 26 billion. Construction of
this project commenced in June 2006, and is currently progressing
smoothly. The project is expected to be completed by the end of
2009.
|
|
(4)
Zhenhai ethylene project
|
|
Zhenhai
ethylene project mainly consists of 1 million tpa ethylene unit and
downstream auxiliary utilities facilities. Total investment for this
project is about RMB 21.9 billion. Construction of this project commenced
in November 2006, and is currently progressing smoothly. The project is
expected to be completed in 2010.
|
|
(5)
Wuhan ethylene project
|
|
Wuhan
ethylene project mainly consists of 10 sets of facilities including 800
thousand tpa ethylene unit, 500 thousand tpa gasoline hydro-treating unit
and 140 thousand tpa butadiene unit. Construction of this project
commenced on 18 December 2007, and commissioning is expected by the end of
2011.
|
|
(6)
Fujian refinery and ethylene project and refined oil products marketing
project
|
|
On
25 February 2007, Sinopec Corp., Fujian Province, Exxon Mobil and Saudi
Aramco entered into a joint venture contract for the Fujian refinery and
ethylene project. At the same time, Sinopec Corp., Exxon Mobil and Saudi
Aramco entered into a joint venture contract for the Fujian refined oil
products marketing project. Fujian refinery and ethylene project consists
of expansion of the existing refinery in Quanzhou of Fujian from 4 million
tpa to 12 million tpa, and construction of 800 thousand tpa ethylene units
and downstream auxiliary facilities. In addition, the project also
includes the construction of 300 thousand tonnes crude oil dock and
auxiliary utilities. The project will be constructed with 50%, 25% and 25%
of equity investments by Fujian Refinery and Chemicals Co., Ltd. (a
company incorporated with 50% and 50% equity investments by Sinopec Corp.
and Fujian Province respectively), Exxon Mobil and Saudi Aramco
respectively, and it is expected to be completed and put into operation at
the beginning of 2009. With 55%, 22.5% and 22.5% investments by Sinopec
Corp., Exxon Mobil and Saudi Aramco respectively, the Fujian refined
oil products marketing joint venture is planned to manage and operate
approximately 750 service stations and a number of oil depots in Fujian
Province. On 15 and 19 March 2007, the Ministry of Commerce approved the
aforesaid joint venture contracts respectively, and approved the
establishment of the two joint ventures, namely, Fujian United
Petrochemical Co., Ltd. and Sinopec SenMei (Fujian) Petroleum Co.,
Ltd.
|
|
6
SUBSIDIES
|
|
Since
2007, international crude oil prices have increased significantly. Due to
tight controls, prices of refined oil products in domestic market were
lower than crude oil prices. Due to the losses, some local refineries
reduced throughput or even shutdown. Together with the increased
consumption of diesel in winter, it resulted in a shortage of refined oil
products in certain areas. The Company adopted various measures, including
increasing its own production of refined oil products and purchasing
refined oil products from local refineries at a high price, to guarantee
the domestic supply of refined oil products. These measures were
successful in assuring domestic supply but resulted in considerable losses
to the Company. In March 2008, the Company received a subsidy of RMB 12.3
billion, among which RMB 4.9 billion will be recorded as subsidy income of
the Company for 2007, and RMB 7.4 billion for the first quarter of
2008.
|
|
7
THE PERFORMANCE OF COMMITMENTS BY SHAREHOLDERS HOLDING OVER 5% SHARES IN
SINOPEC CORP. NAMELY SINOPEC GROUP
COMPANY
|
|
By
the end of the reporting period, the major commitments made by Sinopec
Group Company included:
|
|
i
complying with agreements regarding connected
transactions;
|
|
ii solving
the issues concerning the legality of the land use rights certificates and
property ownership rights certificates within a specified period of
time;
|
|
iii
implementing the Reorganisation Agreement (as defined in the Prospectus
for the Issuance of H Shares);
|
|
iv granting
licences for intellectual property
rights;
|
|
v
refraining from involvement in competition within the same industry;
and
|
|
vi withdrawing
from the business competition and conflict of interests with Sinopec
Corp.
|
|
Details
of the above commitments are included in the Prospectus for the Issuance
of A Shares published by Sinopec Corp. in China Securities Journal,
Shanghai Securities News and Securities Times on 22 June
2001.
|
|
During
this reporting period, Sinopec Corp. was not aware of any breach of the
above important commitments by Sinopec Group
Company.
|
|
8
ISSUANCE OF CORPORATE BONDS AND INTEREST
PAYMENT
|
|
On
24 February 2004, Sinopec Corp. issued 10-year term domestic corporate
bonds in the amount of RMB 3.5 billion with a credit rating of AAA and a
fixed coupon rate of 4.61%. On 28 September 2004, the aforementioned
corporate bonds were listed on the Shanghai Stock Exchange. For further
details, please refer to Sinopec Corp.’s announcements published in China
Securities Journal, Shanghai Securities News, and Securities Times in
Mainland China, and South China Morning Post and Hong Kong Economic Times
in Hong Kong on 24 February 2004 and 28 September 2004, respectively. The
balance of the outstanding principal under the corporate bond issuance was
RMB 3.5 billion as of 31 December 2007. By 25 February 2008, Sinopec Corp.
had paid the full amount of coupon interest for the fourth interest
payment year.
|
|
9
ACQUISITION OF ASSETS
|
|
(1)
Acquisition of the equity interests of five refinery companies including
Zhanjiang Dongxing and the operation rights of 63 service stations from
Sinopec Group Company
|
|
On
28 December 2007, the eighteenth meeting of the Third Session of the Board
of Directors of Sinopec Corp. reviewed and approved the proposal on
acquisition of the equity interests of five refinery companies including
Zhanjiang Dongxing and the operation rights of 63 service stations from
Sinopec Group Company. Under this proposal, Sinopec Group Company would
transfer its 100% equity interest in Hangzhou Refinery, 59.47% equity
interest in Yangzhou Petrochemical Plant and 75% equity interest in
Zhanjiang Dongxing to Sinopec Corp. The Sinopec Group Company would
transfer its 100% equity interest in Taizhou Petrochemical Plant and 100%
interest in Qingjiang Petrochemical Plant to Sinopec Yangzi Petrochemical
Company
(中國石化楊子石油化工股份有限公司). At
the same time, Sinopec Group Company would transfer its operation rights
of 63 service stations to Sinopec Corp. The appraised value of the target
assets of the acquisition amounted to RMB 3,659.79 million as at the
valuation date, being 30 September 2007 and the consideration for the
acquisition is RMB 3,659.79
million.
|
|
(2)
Acquisition of fuel business of China Resources Enterprise, Ltd. in Hong
Kong and oil depots of China Resources (Holdings) Co., Ltd. in Hong
Kong
|
|
On
19 April 2007, the Company entered into a cooperation agreement with China
Resources Enterprise, Ltd. Under this agreement, Sinopec Corp. acquired
all the 20 service stations and fuel business, including aviation
kerosene, fuel oil and industrial diesel business in Hong Kong, for a
consideration of HK$ 4 billion. In the meantime, Sinopec Corp. also
entered into a cooperation agreement with China Resources (Holdings) Co.,
Ltd. on oil depots, under which Sinopec Corp. aquired two oil depots from
China Resources (Holdings) Co., Ltd. in Hong Kong, for a consideration of
HK$ 1.063 billion.
|
|
10 MATERIAL
LITIGATION AND ARBITRATION EVENTS
|
|
The
Company was not involved in any material litigation or arbitration during
this reporting period.
|
|
11 MATERIAL
GUARANTEE CONTRACTS AND PERFORMANCE
THEREOF
|
|
Guarantees
provided by the Company (excluding the guarantees provided for non
wholly-owned subsidiaries)Unit: RMB
millions
|
Date
of
|
|||||||||
Occurrence
|
Whether
|
||||||||
(Date
of
|
Whether
|
for
a
|
|||||||
Execution
of
|
Guaranteed
|
Type
of
|
completed
|
connected
|
|||||
Obligors
|
the
Agreement)
|
amount
|
guarantee
|
Term
|
or
not
|
party1
|
|||
Yueyang
Sinopec Shell Coal Gasification Co., Ltd.
|
10
December 2003
|
377
|
Joint
and several liabilities
|
10
December 2003
-10
December 2017
|
No
|
Yes
|
|||
Fujian
Refining & Petrochemical Company Limited
|
6
September 2007
|
9,166
|
Joint
and several liability
|
6
September 2007
-31
December 2015
|
No
|
Yes
|
|||
Shanghai
Gaoqiao-SK Solvent Co., Ltd.
|
22
September 2006
24
November 2006
30
March 2007
16
April 2007
|
75
|
Joint
and several liabilities
|
22
September 2006
-
22 September 2011
24
November 2006
-
24 November 2011
30
March 2007
-
30 March 2012
16
April 2007
-
16 April 2012
|
No
|
Yes
|
|||
Balance
of Guarantee by Sinopec Yangzi Petrochemical for its associates and joint
ventures
|
88
|
No
|
Yes
|
||||||
Balance
of Guarantee by Sinopec Shanghai Petrochemical for its associates and
joint ventures
|
17
|
No
|
Yes
|
||||||
Balance
of Sinopec Sales Company Limited for its associates and joint
ventures
|
75
|
No
|
Yes
|
||||||
Total
amount of guarantees provided during the reporting period2
|
9,316
|
||||||||
Total
amount of guarantees outstanding at the end of the reporting period2
|
9,798
|
||||||||
Guarantees
by the Company to non wholly-owned subsidiaries
|
|||||||||
Total
amount of guarantee provided to non wholly-owned subsidiaries during the
reporting period
|
None
|
||||||||
Total
amount of guarantee for non wholly-owned subsidiaries outstanding at the
end of the reporting period
|
2,361
|
||||||||
Total
amount of guarantees of the Company (including those provided for non
wholly-owned subsidiaries)
|
|||||||||
Total
amount of guarantees3
|
12,159
|
||||||||
Total
amount of guarantees as a percentage of Sinopec Corp.’s net
assets
|
4.0
|
||||||||
Guarantees
provided for shareholders, effective controllers and connected
parties
|
None
|
||||||||
Amount
of debt guarantees provided directly or indirectly to the companies with
liabilities to assets ratio of over 70%
|
82
|
||||||||
The
amount of guarantees in excess of 50% of the net assets
|
None
|
||||||||
Total
amount of the above three guarantee items4
|
82
|
|
Note
1: As defined in the stock listing rules of Shanghai Stock
Exchange.
|
|
Note
2: The amount of guarantees provided during the reporting
period and the amount of guarantees outstanding at the end of the
reporting period include the guarantees provided by the non wholly-owned
subsidiaries to external parties. The amount of the guarantees provided by
these subsidiaries is derived by multiplying the guarantees provided by
Sinopec Corp.’s subsidiaries by the percentage of shares held by Sinopec
Corp. in such subsidiaries.
|
|
Note
3: Total amount of guarantees is the aggregate of the above “total
amount of guarantees outstanding at the end of the reporting period
(excluding the guarantees provided for non wholly-owned subsidiaries)” and
“total amount of guarantees for non wholly-owned subsidiaries outstanding
at the end of the reporting
period”.
|
|
Note
4: “Total amount of the above three guarantee items” is the
aggregate of “guarantees provided for shareholders, effective controllers
and connected parties”, “amount of debt guarantees provided directly or
indirectly to the companies with liabilities to assets ratio of over 70%”
and “the amount of guarantees in excess of 50% of the net
assets”.
|
|
12
GENERAL MEETING OF SHAREHOLDERS
|
|
During
this reporting period, Sinopec Corp. held four shareholders’ general
meetings in strict compliance with the procedures of notification,
convening of shareholders’ meetings as stipulated in relevant laws, rules
and regulations and the Articles of Association of Sinopec Corp. For
further details, please refer to the section “Summary of Shareholders’
Meetings” of page 55 this annual
report.
|
|
13
TRUSTEESHIP, CONTRACTING AND LEASE
|
|
During
this reporting period, Sinopec Corp. did not have any omission in
disclosure of significant trusteeship, contracting or lease of any other
company’s assets, nor placed its assets to or under any other companies
trusteeship, contracting or lease that is subject to
disclosure.
|
14
|
OTHER
MATERIAL CONTRACTS
|
|
During
this reporting period, Sinopec Corp. did not have any omission in
disclosure of any other material contracts that are subject to
disclosure.
|
15
|
ENTRUSTED
MONEY MANAGEMENT
|
|
During
this reporting period, Sinopec Corp. did not entrust or continue to
entrust any outside party to carry out cash assets management on its
behalf.
|
|
16 SHARES
AND SECURITIES INVESTMENT HELD IN OTHER LISTED
COMPANIES
|
Number
of
|
Shareholding
|
Initial
|
|||||
No.
|
Stock
Code
|
Abbreviation
|
Shares
Held
|
ratio
|
Investment
Cost
|
Accounting
Entry
|
|
1
|
384
(HK)
|
Sino
Gas International Holdings
|
210
million
|
6.5%
|
HK$128
million
|
Long-term
Equity Investment
|
|
Other
Securities Investment Held at End of Period
|
—
|
—
|
—
|
—
|
|||
Total
|
—
|
—
|
—
|
—
|
|
Besides
the above, Sinopec Corp. did not hold any share of non-listed financial
entities or companies preparing for listing in the near future, nor did it
buy or sell the shares of any other listed
companies.
|
|
17
ASSET SECURED
|
|
Details
regarding the Company’s secured assets as at 31 December 2007 are
disclosed in Note 30 to the financial statements prepared under IFRS in
this Annual Report.
|
|
18
INTERESTS OF DIRECTORS, SUPERVISORS AND OTHER MEMBERS OF THE SENIOR
MANAGEMENT IN THE SHARE CAPITAL
|
|
As
of 31 December 2007, none of Sinopec Corp.’s directors, supervisors and
other members of the senior management held any share of Sinopec
Corp.
|
|
During
this reporting period, none of the directors, supervisors or other members
of the senior management or any of their respective associates had any
interests and short positions (including those that are deemed to be such,
or regarded as owned in accordance with relevant provisions of the
Securities and Futures Ordinance) in any shares or debentures or related
shares of Sinopec Corp. or its associated corporations (as defined in
Part XV of the Securities and Futures Ordinance) which are required to
notify Sinopec Corp. and the Hong Kong Stock Exchange pursuant to Division
7 and 8 of Part XV of the Securities and Futures Ordinance or which are
required pursuant to section 352 of the Securities and Futures Ordinance
to be entered in the register referred to therein, or which are required
to notify Sinopec Corp. and the Hong Kong Stock Exchange pursuant to the
Model Code for Securities Transactions Entered by Directors of Listed
Companies as specified in the Listing Rules of the Hong Kong Stock
Exchange (including those interests and short positions that are deemed to
be such, or are regarded to be owned in accordance with the relative
provisions under the Securities and Futures
Ordinance).
|
|
19
OTHER SIGNIFICANT EVENTS
|
|
During
the reporting period, neither Sinopec Corp. nor the Board of Directors of
Sinopec Corp. and the directors thereof were subject to any investigation
by the CSRC, nor was there any administrative penalty or circular of
criticism released by the CSRC, the Securities and Futures Commission of
Hong Kong and the Securities and Exchange Committee of the United States,
nor any reprimand published by the Shanghai Stock Exchange, the Hong Kong
Stock Exchange, the New York Stock Exchange or the London Stock
Exchange.
|
|
1
AGREEMENTS CONCERNING CONNECTED TRANSACTIONS BETWEEN THE COMPANY AND
SINOPEC GROUP COMPANY
|
|
Prior
to overseas listing, in order to ensure the smooth continuation of normal
production and of business transacted between the Company and Sinopec
Group Company, the parties entered into a number of agreements on
connected transactions. On 31 March 2006, Sinopec Corp. and Sinopec Group
Company entered into Supplementary Agreement of
Connected Transaction. The terms of Mutual Supply Agreement and
Cultural, Hygienic and Community Services Agreement were changed to
commence from 1 January 2007 to 31 December 2009. The supplementary
agreement is applicable to the continuing connected transactions conducted
by the Company after 1 January 2007. Particulars of the connected
transactions are set out below:
|
|
(1)
Agreement for the mutual supply of ancillary services for products,
production and construction services (“Mutual Supply
Agreement”).
|
|
(2)
Sinopec Group Company provides trademarks, patents and computer softwares
to the Company for use free of
charge.
|
|
(3)
Sinopec Group Company provides cultural and educational, hygienic and
community services to the Company.
|
|
(4)
Sinopec Group Company provides leasing of lands and certain properties to
the Company.
|
|
(5)
Sinopec Group Company provides consolidated insurance to the
Company.
|
|
(6)
Sinopec Group Company provides shareholders’ loans to the
Company.
|
|
(7)
The Company provides service stations franchisee licences to Sinopec Group
Company.
|
|
2
WAIVER OF CONNECTED TRANSACTIONS BETWEEN THE COMPANY AND SINOPEC GROUP
COMPANY GRANTED BY THE HONG KONG STOCK
EXCHANGE
|
|
Pursuant
to the Hong Kong Listing Rules, the above connected transactions are
subject to full disclosure, depending on their nature and the value of the
transactions, with prior approvals from independent directors, and/or
Shareholders’ meetings, and the Hong Kong Stock Exchange. At the time of
its listing, Sinopec Corp. applied for waivers from the Hong Kong Stock
Exchange of the requirement to fully comply with the disclosure
requirements of the Hong Kong Listing Rules in respect of the transactions
mentioned above. The Hong Kong Stock Exchange conditionally exempted
Sinopec Corp. from complying with the obligations of continuous
disclosure.
|
|
The
proposal of continuing connected transaction for the three years from 2007
to 2009 was approved at the Annual General Meeting of Shareholders for
2005 held on 24 May 2006. For details of the continuing connected
transactions, please refer to relevant announcements published in China
Securities Journal, Shanghai Securities News and Securities Times in
mainland China and Hong Kong Economic Times and South China Morning Post
in Hong Kong on 3 April 2006.
|
|
3
DISCLOSURE AND APPROVAL OF CONNECTED TRANSACTIONS BETWEEN THE COMPANY AND
SINOPEC GROUP COMPANY COMPLY WITH THE LISTING RULES OF THE SHANGHAI STOCK
EXCHANGE
|
|
There
is no substantial change in above agreements on connected transactions
during the reporting period. The accumulated amounts of the connected
transactions for the year 2007 of Sinopec Corp. are in compliance with the
relevant requirements of the Listing Rules of the Shanghai Stock Exchange.
For detailed implementation of connected transaction agreements, please
refer to following item 4.
|
4
|
CONNECTED
TRANSACTIONS ENTERED INTO BY THE COMPANY DURING THE
YEAR
|
Audited
by the auditors of Sinopec Corp., the aggregate amount of connected
transactions actually occurred in relation to the Company during the year
was RMB 267.992 billion, of which, incoming trade amounted to RMB 123.317
billion, and outgoing trade amounted to RMB 144.675 billion (including RMB
144.581 billion of sales of goods, RMB 34 million of interest received,
RMB 60 million of agency commission income). In 2007, the products and
services provided by Sinopec Group Company and its associates
(procurement, storage, exploration and production services,
production-related services) to the Company were RMB 97.978 billion,
representing 8.7% of the Company’s operating expenses for the year 2007.
The auxiliary and community services provided by Sinopec Group Company to
the Company were RMB 1.621 billion, representing 0.14% of the operating
expenses of the Company for 2007. In 2007, the product sales from the
Company to Sinopec Group Company amounted to RMB 62.221 billion,
representing 5.2% of the Company’s operating revenue. With regard to the
Leasing Agreement for Land Use Rights, the amount of rent paid by the
Company to Sinopec Group Company and its associates for the year 2007 was
approximately RMB 3.234 billion. With regard to the Leasing Agreement for
House, the amount of rent paid by the Company to Sinopec Group Company and
its associates for the year 2007 was approximately RMB 0.364 billion. With
regard to the premium payable under SPI Fund Document, the amount of fund
paid by the Company for the year 2007 was approximately RMB 1.086 billion.
The amount of each category of transactions does not exceed its respective
proposed cap specified in the announcement published on 31 March
2006
|
|
Connected
sales and purchases table
|
Unit:
RMB millions
|
|||||
Sales
of goods and provision of
|
Purchase
of goods and
|
||||
services
to connected party
|
services
from connected party
|
||||
Percentage
|
Percentage
|
||||
of
the total
|
of
the total
|
||||
amount
of
|
amount
of
|
||||
Transaction
|
the
type
|
Transaction
|
the
type
|
||
Connected
party
|
amount
|
of
transaction
|
amount
|
of
transaction
|
|
Sinopec
Group Company
|
62,281
|
5.2%
|
103,566
|
9.2%
|
|
Other
connected parties
|
82,360
|
6.8%
|
18,962
|
1.7%
|
|
Total
|
144,641
|
12.0%
|
122,528
|
10.9%
|
|
Notes:
|
Principle
of pricing for connected transactions: (1) Government-prescribed prices
and government-guided prices are adopted for products or projects if such
prices are available; (2) Where there is no government-prescribed price or
government-guided price for products or projects, the market price
(inclusive of bidding price) will apply; (3) Where none of the above is
applicable, the price will be decided based on the cost incurred plus a
reasonable profit of not more than 6% of the
price.
|
|
Please
refer to Note 37 to the financial statements prepared under the IFRS in
this annual report for details of the connected transactions actually
occurred during this year.
|
|
The
above mentioned connected transactions in 2007 have been approved at the
nineteenth meeting of the Third Session of the Board of Directors of
Sinopec Corp.
|
|
The
auditors of Sinopec Corp. have confirmed to the Board of Directors in
writing that:
|
|
(1)
The transactions have been approved by the Board of
Directors;
|
|
(2)
The transactions have been entered into for considerations consistent with
the pricing policies as stated in the relevant
agreements;
|
|
(3)
The transactions have been entered into in accordance with the terms of
the respective agreements and documents governing the respective
transactions; and
|
|
(4)
The relevant actual amounts have not exceeded the relevant caps disclosed
in the announcements.
|
|
After
reviewing the above transactions, the independent directors of Sinopec
Corp. have confirmed that:
|
|
(1)
The transactions have been entered into by Sinopec Corp. in its ordinary
course of business;
|
|
(2)
The transactions have been entered into based on one of the following
terms:
|
|
(a)
on normal commercial terms;
|
|
(b)
on terms not less favorable than those available from/to independent third
parties; or
|
|
(c)
on terms that are fair and reasonable to the shareholders of Sinopec
Corp., where there is no available comparison to determine whether item
(a) or (b) is satisfied; and
|
|
(3)
The total value of each category of transactions does not exceed its
respective cap.
|
|
5
OTHER SIGNIFICANT CONNECTED TRANSACTIONS OCCURRED DURING THIS
YEAR
|
|
For
details of the acquisition of five refinery companies including Zhanjiang
Dongxing and operation rights of 63 service stations from Sinopec Group
Company, please refer to Section SIGNIFICANT EVENTS in this annual
report.
|
|
6
FUNDS PROVIDED BETWEEN CONNECTED
PARTIES
|
Unit:
RMB millions
|
|||||
Fund
to
|
Fund
from
|
||||
Connected
Parties
|
Connected
Parties
|
||||
Amount
|
Amount
|
||||
Connected
Parties
|
incurred
|
Balance
|
incurred
|
Balance
|
|
Sinopec
Group Company
|
3,061
|
5,962
|
640
|
11,265
|
|
Other
Connected Parties
|
5
|
313
|
(210)
|
111
|
|
Total
|
3,066
|
6,275
|
430
|
11,376
|
|
1
IMPROVEMENT ON CORPORATE GOVERNANCE DURING THE REPORTING
PERIOD
|
|
During
the reporting period, Sinopec Corp. continued to improve its corporate
governance in accordance with the requirements of domestic and overseas
regulations. In accordance with the requirements of the CSRC, Sinopec
Corp. developed a comprehensive review on its corporate governance,
rectified the problems discovered in the evaluation and prepared
self-evaluation report and modification report (details of such reports
were published on the website of Shanghai Stock Exchange). According to
the relevant laws and regulations and taking into account of the actual
circumstances of the Company’s, Sinopec Corp. formulated the “Rules
governing Transactions of Shares of Sinopec Corp. by Directors,
Supervisors and Senior Management Officers” and the “Working Rules for the
Independent Directors”, amended and improved the “Information Disclosure
Rules of Sinopec Corp.” and further improved its internal control system.
Sinopec Corp. advocated sustainable development, fulfilled its social
responsibility and released the “Report on Sustainable Development of
the Year 2006”. In addition, information disclosure and investor relations
of the Company has been continuously improved which is well regarded in
the capital market.
|
|
2
INDEPENDENT DIRECTORS’ PERFORMANCE OF THEIR DUTIES AND CONFIRMATION OF
INDEPENDENCE
|
|
During
the reporting period, the independent directors of Sinopec Corp. were
committed to carrying out the related working rules of independent
directors and fulfilling their duties and fiduciary obligations as
specified in the relevant laws, regulations and the Articles of
Association of Sinopec Corp. They reviewed the documents submitted by
Sinopec Corp. with due care, attended meetings of both the Board of
Directors and the professional committees of the Board of Directors
(Please refer to the Section “Report of the Board of Directors” in this
annual report for detailed information on attendance of the meetings.) ,
provided independent opinions on connected transactions, external
guarantees and appointment and dismissal of directors and put forth many
constructive comments and suggestions relating to the Company’s corporate
governance, reform and development, production and operation etc. They
fully discharged their duties of independent directors objectively and
independently protecting the interests of shareholders, in particular, the
interests of the minority
shareholders.
|
|
As
required by the Hong Kong Stock Exchange, Sinopec Corp. makes the
following confirmations concerning the independence of its independent
directors: Sinopec Corp. has received annual confirmations from all the
independent non-executive directors acknowledging full compliance with the
relevant requirements in respect of their independence pursuant to Rule
3.13 of the Listing Rules. Sinopec Corp. takes the view that all
independent non-executive directors are
independent.
|
|
3
SEPARATION BETWEEN SINOPEC CORP. AND ITS CONTROLLING
SHAREHOLDER
|
|
Sinopec
Corp. is independent from its controlling shareholder, Sinopec Group
Company, in respect of business, personnel, asset, organizational
structure and finance and has its own independent and comprehensive
business operations and management
capability.
|
|
4
THE IMPLEMENTATION AND Improvement OF THE COMPANY’S INTERNAL CONTROL
SYSTEM
|
|
In
accordance with the changes in domestic and overseas regulatory
requirements and needs for improving management standard of the Company,
in 2007, Sinopec Corp. added and optimised the internal control processes,
regulated the authority management, amended the information disclosure
rules and fully utilized the online control of the ERP information system
to improve the internal control management. Meanwhile, the Company
improved the code of conduct for employees, aiming to create a more
favorable internal control
environment.
|
|
In
2007, Sinopec Corp. strictly implemented the Internal Control Handbook
approved by the Board of Directors. The Company’s branches and
subsidiaries carried out self-evaluation every half year and work-flow
examination every quarter. The internal control office and internal audit
department of the Company respectively carried out self-evaluation on the
implementation of internal control by 18 departments of the headquarters
and 82 branches and subsidiaries and rectified the problems identified.
During this reporting period, the management performed self-evaluation on
the effectiveness of the design and implementation of its internal control
system in preparation of financial statements, and concluded that the
internal control of Sinopec Corp. was effective during this reporting
period.
|
|
On
28 December 2007, the eighteenth meeting of the Third Session of the Board
of Directors of Sinopec Corp. approved the Internal Control Handbook (2008
Edition) which covers all the operation and management activities of the
Company consisting 55 business work flows in 15 major categories,
including investment, procurement, sales, capital and consolidated
statements etc.
|
|
The
Board of Directors of the Company hereby confirms that Sinopec Corp. has
diligently implemented and improved its Information Disclosure Rules in
2007 and all the information it disclosed is authentic, accurate and
complete.
|
|
5
SENIOR MANAGEMENT EVALUATION AND INCENTIVE
SCHEMES
|
|
Sinopec
Corp. has established and is continuously improving the fairness and
transparency of its performance evaluation and incentive schemes for the
directors, supervisors and other senior management officers. Sinopec Corp.
implements various incentive schemes like “Measures for Implementation of
Senior Management Remuneration
Packages”.
|
|
Remuneration
for Sinopec Corp. directors, supervisors and other senior management
officers consists of base salary and performance bonus, including
contributions by Sinopec Corp. to pension plans for its directors,
supervisors and other senior management
officers.
|
|
6
COMPARISON OF NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE RULES AND CHINA
CORPORATE GOVERNANCE RULES FOR LISTED
COMPANIES
|
|
7 CORPORATE
GOVERNANCE REPORT (IN ACCORDANCE WITH THE LISTING RULES OF THE HONG KONG
STOCK EXCHANGE)
|
|
(1)
Compliance with Code on Corporate Governance
Practices
|
|
Since
its listing, in accordance with the domestic and overseas regulatory
requirements, Sinopec Corp. has set up compliant corporate governance
structures and has continually improved its Articles of Association, Rules
and Procedures for the General Meeting of Shareholders, Rules and
Procedures for the Meeting of Board of Directors, Rules and
Procedures for the Meeting of Supervisory Board and other related rules.
The operations of the general meeting of shareholders, the Board of
Directors (including the three professional committees: Strategies
Committee, Audit Committee, and Remuneration and Performance Evaluation
Committee), the Supervisory Board and the senior management officers were
in compliance with the relevant requirements and well co-ordinated.
Sinopec Corp. has actively enhanced information disclosure and investor
relations to improve its corporate governance, continually improved the
level of its internal control system, establish long-term internal control
system and strengthened the internal control function in the Company’s
daily operation and management.
|
|
Sinopec
Corp. has fully complied with the Code on Corporate Governance Practices
set out in Appendix 14 of the Listing Rules of the Hong Kong Stock
Exchange during the year ended 31 December 2007 save for the matter
disclosed in item E.1 below. Sinopec Corp.’s compliance is principally as
follows:
|
|
A
Board of Directors
|
|
A.1
Board of Directors
|
|
Principle:
The Company should be headed by an effective board which should assume
responsibility for leadership and control of the
Company.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Board
meetings shall be held at least four times a year
|
Yes
|
The
Board of Directors convenes at least a meeting every quarter.
In
2007, Sinopec Corp. convened 11 Board meetings. For the information about
attendance, please refer to the Report of the Board of Directors of this
annual report.
|
|||
All
directors are given an opportunity to include matters in the agenda
for regular Board meetings
|
Yes
|
The
Rules and Procedures for the Meeting of Board of Directors prescribes that
each Board member may submit proposals for inclusion in the agenda for
Board meetings (including regular Board meetings).
|
|||
Notice
of at least 14 days shall be given of any regular
meeting
|
Yes
|
For
any regular meeting of the Board, a notice will be given 14
days
|
|||
in
advance, while for other types of Board meetings, a notice will normally
be given 10 days in advance.
|
|||||
All
directors should have access to the advice and services of the Board
Secretary
|
Yes
|
The
Board Secretary shall assist the directors in handling the routine tasks
of the Board, keep the directors informed about any regulation, policy and
other domestic and overseas requirements and ensure that the directors
observe domestic and overseas laws and regulations as well as the
Articles of Association and other related regulations when performing
their duties and responsibilities.
|
|||
A.2
|
Chairman
and the Chief Executive Officer
|
|
Principle:
Distinction of the Board of Directors from the
Management
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
The
respective roles of the Chairman and the Chief Executive Officer
shall be separate, and shall be clearly established and set
out in writing
|
Yes
|
Mr.
Su Shulin serves as Chairman of the Board, while Mr. Wang Tianpu
serves as the President. The Chairman is elected by a simple majority
vote, while the President is nominated by the Chairman and appointed
by the Board. The duties and responsibilities of the Chairman and the
President are separate and the scope of their respective duties and
responsibilities are set forth in the Articles of
Association.
|
|||
The
Chairman shall ensure that all directors are properly briefed on
issues arising at board meetings
|
Yes
|
The
Board Secretary will prepare meeting materials such as related explanation
material for each proposal. Each of the directors will normally
receive meeting information and related documents 10 days before the Board
meeting, as well as special briefing if necessary.
|
|||
The
Chairman shall be responsible for ensuring that directors receive
adequate information in a timely manner
|
Yes
|
Each
of the directors may request the President, or request, via
the President, relevant departments to provide information
and explanations.
|
|||
A.3
|
Board
Composition
|
|
Principle:
the Board shall have a combination of appropriate skills and
experience.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Board
Composition
|
Yes
|
The
Board is made up of 11 members, each with extensive professional and
governance experiences (Please refer to the Section “Directors,
Supervisors, Senior Management and Employees” in this report for detailed
information.) Of the 11 members, 3 are independent non-executive
directors. Over half of the Board are non-executive directors and
independent non-executive directors. Sinopec Corp. has received from each
independent non-executive director a letter of confirmation for 2007
regarding its qualification under relevant independence requirements set
out in rule 3.13 of the Listing Rules of the Hong Kong Stock Exchange.
Sinopec Corp. considers that each of the independent non-executive
directors is independent.
|
A.4
|
Appointment,
Re-election and Removal
|
|
Principle:
there should be a formal, prudent and transparent procedures for
appointment of directors
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Non-executive
directors should be appointed for a specific term
|
Yes
|
Terms
of each session of all the directors (including non-executive directors)
are 3 years.
|
|||
Each
of the directors shall be subject to election and to retirement by
rotation at least once every three years
|
Yes
|
All
directors are elected by the general meeting of shareholders, each for a
term of 3 years. The Board is not authorized to fill casual
vacancies.
|
A.5
|
Responsibility
of Directors
|
|
Principle:
Each director is required to keep abreast of his responsibilities as a
director
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Each
newly appointed director shall be inducted on the first occasion of his
appointment
|
Yes
|
For
each new appointment, Sinopec Corp. arranged for professional consultants,
including PRC and Hong Kong lawyers, to induct the newly appointed
director.
|
|||
Non-executive
directors shall have certain authorities
|
Yes
|
All
the non-executive directors have equal authorities to the executive
directors. In addition, all the non-executive directors, especially the
independent non-executive directors are entitled to some special
authorities. The Articles of Association and the Rules and Procedures for
Board of Directors’ Meetings of Sinopec Corp. clearly provide the
authorities of directors and non-executive directors including
independent non-executive directors, which are published on the website of
Sinopec Corp at http://www.sinopec.com.
|
|||
Every
director shall ensure that he can give sufficient time and attention to
the affairs of the Company and should not accept the appointment if he
cannot do so
|
Yes
|
Each
of the directors can devote enough time and efforts to the affairs of
Sinopec Corp.
|
|||
Every
director must comply with its obligations under the Model Code set out in
Appendix 10; The Board of Directors shall develop written guidelines for
the dealings by employees in the issuer’s securities.
|
Yes
|
Each
of the directors confirmed that he has complied with the Model Code during
the reporting period. In addition, the Company formulated the Model Code
of Securities Transactions by Corporate Employees in 2005 and the Rules
governing Transaction of the Company’s Shares by Corporate Directors,
Superiors and Senior Management Officers in
2007.
|
A.6
|
Supply
and Access to Information
|
|
Principle:
Directors should be provided in a timely manner with appropriate
information.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
The
agenda and accompanying board documents shall be sent at least 3 days
before the intended date of the meeting
|
Yes
|
The
meeting agenda and related documents should normally be despatched 10
days in advance. Each director is entitled to request other related
information.
|
|||
The
management has an obligation to supply the board directors with
adequate information relevant to the meeting
|
Yes
|
The
Board Secretary is responsible for organizing and preparing materials for
Board meetings, including preparation of explanations for each proposed
agenda to enable clear understanding by each director. The President shall
provide the directors with necessary information and data. The director
may request the President, or request, via the President, relevant
departments to provide necessary information and
explanation.
|
|||
All
directors are entitled to have access to board
|
Yes
|
All
directors may inspect Board minutes and related data at any
time.
|
|
minutes
and related materials
|
|
B
Remuneration and Related
Disclosure
|
|
Principle:
The director remuneration system should be
transparent.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
A
remuneration committee shall be set up with written scope of
authorities
|
Yes
|
A
Remuneration and Performance Evaluation Committee has been set up and
the relevant rules has been formulated, its members including director Shi
Wanpeng, director Liu Zhongli, director Li Deshui and director Dai
Houliang, its main authorities include proposing to the Board remuneration
plans for directors, supervisors and senior management
officers.
|
|||
The
Remuneration Committee shall consult the Chairman and/or President
about proposed remuneration for other executive directors, and
shall have access to professional advice if necessary
|
Yes
|
The
Remuneration and Performance Evaluation Committee has
always consulted the Chairman and the President regarding
proposed remuneration of other executive
directors.
|
|||
The
Remuneration Committee shall be provided with sufficient resources to
discharge its duties and responsibilities
|
Yes
|
Committee
members may obtain independent professional advice. Costs arising
from or in connection with such consultation are borne by Sinopec Corp.
Meanwhile, the committee appoints consultants to provide suggestions to
the committee. The expenses of the committee are included in the budget of
the Company. In addition, according to the policy of the Company, the
senior management officers and relevant departments of the Company shall
adopt positive and cooperative attitude and actively cooperate with the
work of the Remuneration and Performance Evaluation
Committee.
|
|
C
Accountability and Audit
|
C.1
|
Financial
Reporting
|
|
Principle:
The Board should present a balanced, clear and comprehensive assessment of
the Company’s performance, status and
prospects.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Management
should provide such explanation and information to the board as will
enable the board to make informed assessment of the financial
and other information put before the board for
approval
|
Yes
|
Sinopec
Corp. has adopted an internal control mechanism to ensure that the
management and related Sinopec Corp. departments have provided sufficient
financial data to the Board and its Audit Committee.
|
|||
The
board should acknowledge its responsibility for financial disclosure,
reports submitted to regulators as well as other
disclosure required under statutory requirements. The directors
should acknowledge their responsibility for preparing the accounts
and there should be a statement by the auditors about their
reporting responsibilities
in
the auditor’s report on the financial statements.
|
Yes
|
The
Board approved the Financial Report for the Year 2007 and warranted that
there were no material omissions from, or misrepresentations or misleading
statements contained in the annual report, and jointly and severally
accepted full responsibility for the authenticity, accuracy and
completeness of the information contained in the annual report. The
external auditors of Sinopec Corp. made a statement about their reporting
responsibilities in their report on the financial
statements.
|
C.2
|
Internal
Control
|
|
Principle:
The issuer should maintain sound and effective internal
controls
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
The
directors shall at least annually conduct a review of the
effectiveness of the system of internal control of the issuer and its
affiliates.
|
Yes
|
Sinopec
Corp. has established and continually optimised the internal control
system. Every year, the management of Sinopec Corp. performs
self-evaluation on the effectiveness of its internal control system and
submits the self-evaluation report to the Board. The Board shall make a
separate resolution on the report. For detailed information of the
internal control system of this reporting period, please refer to “The
Implementation and Improvement of the Internal Control system” section of
the “Corporate Governance” in this annual
report.
|
C.3
|
Audit
Committee
|
|
Principle:
The arrangements regarding the board and company auditors should be formal
and transparent
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Minutes
of the committee meeting shall be kept by a duly appointed secretary
of the meeting. The draft and final minutes shall be sent to all members
of the committee within a reasonable period after the
meeting
|
Yes
|
At
every meeting of the Audit Committee, written opinions shall be issued and
submitted to all the members for any suggestion after the meetings. The
written opinions shall be amended according to the suggestions of the
members and the final minutes shall be sent to all members for
signature.
|
|||
A
former partner of the issuer’s current auditing firm shall be
refrained from acting as a member of the issuer’s audit
committee
|
Yes
|
The
Audit Committee members include director Liu Zhongli, director Shi Wanpeng
and director Li Deshui. As verified, none of the members had served
as a partner or former partner to the current auditing
firm.
|
|||
The
written terms of reference of the audit committee (including the
minimum requirements regarding authority and duties) shall be
made available for inspection or be posted on the
website
|
Yes
|
Sinopec
Corp. has promulgated the working rules of the Audit Committee. The
written terms of reference are available for inspection at the Secretariat
of the Board.
|
|||
Where
the board disagrees with the audit committee’s view on selection,
appointment, resignation or dismissal of external auditors, such
disagreement shall be set out in the Corporate Governance
Report
|
Yes
|
During
the reporting period, the Board and the Audit Committee did not have any
different opinion.
|
|||
The
audit committee should be provided with sufficient resources to
discharge its duties
|
Yes
|
Committee
members may obtain independent professional advice. Costs arising
from or in connection with such consultation are borne by Sinopec Corp.
The committee appoints consultants to provide suggestions to the
committee. The expenses of the committee are included in the budget of the
Company. Meanwhile, according to the policy of the Company, the senior
management officers and relevant departments of the company shall adopt
positive and cooperative attitude and actively cooperate with the work of
the Audit Committee by providing it with the relevant
information.
|
|
D
Delegation by the Board
|
D.1
|
Management
function of the Board
|
|
Principle:
The scope of authorisation should be
clear
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
The
board should give clear directions as to the powers of management, in
particular, as to circumstances where the management should
obtain prior approval or authorization from the board
|
Yes
|
The
Board, the management and each of the Board committees have clear
terms of reference. The Articles of Association and the Rules and
Procedures for the General Meeting of Shareholders and the Rules and
Procedures for the Meeting of Board of Directors have clear scope
regarding the duties and authorities of the Board and the management,
which are posted on the website of Sinopec Corp. at
http://www.sinopec.com
|
D.2
|
Board
committees
|
|
Principle:
Board committees should be formed with specific written terms of
reference
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Where
board committees are established to deal with matters, the board
should have sufficiently clear terms of reference to enable the
committee to properly discharge its functions
|
Yes
|
The
Board committees have clear written terms of reference.
|
|||
The
terms of reference of the board committees should require such
committees to report to the board on their decisions and
recommendations
|
Yes
|
The
rules of the Board committees require such committees to report to
the Board on their decisions and
recommendations.
|
|
E
Effective communication with
shareholders
|
E.1
|
Effective
communication
|
|
Principle:
The board should endeavor to maintain an ongoing dialogue with
shareholders
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
In
respect of a substantially separate issue at a general meeting of
shareholders, a separate resolution shall be proposed by the
chairman of that meeting
|
Yes
|
A
separate resolution is always proposed for each
substantially separate issue.
|
|||
The
chairman of the board shall attend the annual general meeting and
shall arrange the chairman of the audit, remuneration
and nomination committees to attend (as appropriate)
|
No
|
For
the reason of handling other material affairs, the chairman of the Board
didn’t attend the Annual General Meeting of 2006. In accordance with the
regulatory requirements and the Rules and Procedures for the General
Meeting of Shareholders, director Dai Houliang was appointed to attend and
preside the meeting.
|
E.2
|
Voting
by poll
|
|
Principle:
The issuer should regularly inform shareholders of the procedures for
demanding a poll.
|
Whether
|
|||||
Code
Provisions
|
Complied
with
|
Compliance
by Sinopec Corp.
|
|||
Voting
by poll is required under certain circumstances in the general
meeting
|
Yes
|
During
the reporting period, all resolutions at the general meetings were subject
to voting by poll to ensure the interests of all
shareholders.
|
|||
|
(2)
Nomination of Directors
|
|
The
Board of Sinopec Corp. has not established a Nomination Committee. During
the reporting period, the nomination of director was put forward in
accordance with the Articles of Association by the Board of Directors and
submitted to the general meeting of shareholders by way of
proposal.
|
|
(3)
Auditors
|
|
At
the Annual General Meeting of Sinopec Corp. for the year 2006 held on 29
May 2007, KPMG Huazhen and KPMG were re-appointed as the domestic and
overseas auditors of Sinopec Corp. for the year 2007, respectively, and
the Board of Directors was authorised to determine their remunerations. As
approved at the Nineteenth Meeting of the Third Session of the Board of
Directors of Sinopec Corp., the audit fee for 2007 was HK$66 million. The
financial statements for year 2007 have been audited by KPMG Huazhen
and KPMG. Zhang Jingjing and Zhang Yansheng are China Registered Certified
Public Accountants of KPMG Huazhen.
|
|
KPMG
Huazhen and KPMG have provided audit services to Sinopec Corp. for 7.5
years since the second half of 2000, and the first audit engagement was
entered into in March 2001.
|
|
During
the reporting period, both KPMG Huazhen and KPMG did not provide any
non-audit service to Sinopec Corp.
|
Auditors
appointed
|
KPMG
Huazhen (Domestic)
|
KPMG
(Overseas)
|
||
Audit
fees of Sinopec Corp.
|
HK$
1,500,000 (unpaid)
|
HK$
33,500,000 (unpaid)
|
||
for
year 2007
|
HK$1,500,000
(paid)
|
HK$
29,500,000 (paid)
|
||
Audit
fees of Sinopec Corp.
|
||||
for
year 2006
|
HK$
3,000,000 (paid)
|
HK$57,000,000
(paid)
|
||
Audit
fees of Sinopec Corp.
|
||||
for
year 2005
|
HK$
3,000,000 (paid)
|
HK$
45,000,000 (paid)
|
||
Travel
and other expenses
|
Borne
by the firm
|
Borne
by the firm
|
|
Note:
Most domestic and overseas listed subsidiaries of Sinopec Corp. appointed
KPMG Huazhen and KPMG as their auditors, and a few domestic listed
subsidiaries selected other firms as their auditors. Please refer to their
respective annual reports for details about such subsidiaries’
appointments and dismissals of auditing
firms.
|
|
(4)
Other Information about Sinopec Corp.’s Corporate
Governance
|
|
Except
their working relationships with Sinopec Corp, none of the directors,
supervisors or other senior management has any financial, business or
family relationships or any relationships in other material aspects with
each other. For information regarding changes in share capital and
shareholdings of principal shareholders, please refer to page 7 to page 9;
for information regarding general meetings of shareholders, please refer
to page 55; for information regarding meetings of the Board of Directors,
please refer to page 56; for information regarding equity interests of
directors, supervisors and other senior management officers, please refer
to page 41; for information regarding resume and annual remuneration of
directors, supervisors and other senior management officers, please refer
to page 62 to page 72; and for information regarding external auditors,
please refer to page 75.
|
1
|
The
First Extraordinary General Meeting of Shareholders
for 2007 was held on 22 January 2007 in Beijing, China. For further
details, please refer to the announcements of Sinopec Corp. published in
China Securities Journal, Shanghai Securities News and Securities Times in
Mainland China and Hong Kong Economic Times and South China Morning Post
in Hong Kong on 23 January 2007.
|
2
|
The
Annual General Meeting of Shareholders for 2006 was held on 29 May 2007 in
Beijing, China. For further details, please refer to the announcements of
Sinopec Corp. published in China Securities Journal, Shanghai Securities
News and Securities Times in Mainland China and Hong Kong Economic Times
and South China Morning Post in Hong Kong on 30 May
2007.
|
3
|
The
Second Extraordinary General Meeting of Shareholders for 2007 was held on
10 August 2007 in Beijing, China. For further details, please refer to the
announcements of Sinopec Corp. published in China Securities Journal,
Shanghai Securities News and Securities Times in Mainland China and
website of Hong Kong Stock Exchange on 13 August
2007.
|
4
|
The
Third Extraordinary General Meeting of Shareholders for 2007 was held on
15 November 2007 in Beijing, China. For further details, please refer to
the announcements of Sinopec Corp. published in China Securities Journal,
Shanghai Securities News and Securities Times in Mainland China and
website of Hong Kong Stock Exchange on 16 November
2007.
|
|
1
THE MEETINGS OF THE BOARD OF
DIRECTORS
|
|
During
this reporting period, eleven Board meetings were held, details of which
are as follows:
|
|
(1)
The eighth meeting of the Third Session of the Board of Directors was held
on 26 February 2007 by way of written resolutions. At the meeting, the
Board considered and approved Sinopec Corp. to provide guarantee for
Fujian refining & ethylene joint venture project constructed by Fujian
United Petrochemical Company
Limited.
|
|
(2)
The ninth meeting of the Third Session of the Board of Directors was held
in Beijing, China on 6 April 2007.
|
|
(3)
The tenth meeting of the Third Session of the Board of Directors was held
on 15 April 2007 by way of written
resolutions.
|
|
For
details of above (2) and (3), please refer to relevant announcements
published in China Securities Journal, Shanghai Securities News and
Securities Times in mainland China and Hong Kong Economic Times and South
China Morning Post in Hong Kong on 10 April 2007 and 16 April
2007 respectively.
|
|
(4)
The eleventh meeting of the Third Session of the Board of Directors was
held on 24 June 2007 by way of written
resolutions.
|
|
(5)
The twelfth meeting of the Third Session of the Board of Directors was
held on 28 June 2007 by way of written
resolutions.
|
|
(6)
The thirteenth meeting of the Third Session of the Board of Directors was
held on 10 August 2007 in Beijing,
China.
|
|
(7)
The fourteenth meeting of the Third Session of the Board of Directors was
held in Beijing, China on 24 August
2007.
|
|
(8)
The fifteenth meeting of the Third Session of the Board of Directors was
held on 27 September 2007 by way of written
resolutions.
|
|
(9)
The sixteenth meeting of the Third Session of the Board of Directors was
held on 29 October 2007 by way of written
resolutions.
|
|
(10)
The seventeenth meeting of the Third Session of the Board of Directors was
held on 16 November 2007 by way of written
resolution.
|
|
(11)
The eighteenth meeting of the Third Session of the Board of Directors was
held on 28 December 2007 by way of written
resolution.
|
|
For
details of above (4) to (11), please refer to relevant announcements
published in China Securities Journal, Shanghai Securities News and
Securities Times in mainland China and website of Hong Kong Stock Exchange
on the next business day after each
meeting.
|
|
2
IMPLEMENTATION OF RESOLUTIONS PASSED AT SHAREHOLDERS’ MEETING BY THE
BOARD OF DIRECTORS
|
|
During
the reporting period, all members of the Board of Directors of Sinopec
Corp. carried out their duties diligently and responsibly in accordance
with the relevant laws and regulations and the Articles of Association,
duly implemented the resolutions passed at the shareholders’ meetings, and
accomplished the various tasks delegated to them at the shareholders’
meetings.
|
|
3
ATTENDANCE OF DIRECTORS AT THE BOARD OF DIRECTORS
MEETINGS
|
|
During
this reporting period, Sinopec Corp. held eleven Board meetings, the
attendance of directors at meetings are as
follows
|
Counts
of
|
Counts
of
|
||
attendance
|
commissioned
|
||
Name
|
by
himself (times)
|
attendance
(times)
|
|
Su
Shulin
|
6*
|
—
|
|
Zhou
Yuan
|
11
|
—
|
|
Wang
Tianpu
|
11
|
—
|
|
Zhang
Jianhua
|
11
|
—
|
|
Wang
Zhigang
|
11
|
—
|
|
Dai
Houliang
|
11
|
—
|
|
Liu
Zhongli (Independent Non-executive Director)
|
11
|
—
|
|
Shi
Wanpeng (Independent Non-executive Director)
|
11
|
—
|
|
Li
Deshui (Independent Non-executive Director)
|
9
|
2
|
|
Yao
Zhongmin
|
9
|
2
|
|
Fan
Yifei
|
8
|
3
|
|
Note:
Mr. Su Shulin was elected as director of the Third Session of the Board of
Directors on 10 August 2007, and he attended all the meetings of the Board
of Directors thereafter.
|
|
4
MEETINGS OF PROFESSIONAL COMMITTEES
|
|
(1)
Meetings of the Audit Committee
|
|
During
the reporting period, the Audit Committee under the Third Session of the
Board of Directors held four meetings, details of which are as
follows:
|
|
a.
The third meeting of the Third Session of the Audit Committee was held on
2 April 2007 in Beijing, China, whereby the Explanation on the Business
Performance and Financial Positions of the Year 2006, Explanation on Audit
and Adjustment Issues for 2006 , the Financial Statements for 2006 as
audited by KPMG Huazhen and KPMG respectively in accordance with PRC
Accounting Rules and Regulations and IFRS, the Evaluation Report on
Internal Control by Management, the Explanation on Implementation of
Opinions of Experts Group on the PRC Accounting Rules in 2007, as
well as the Reports on Audit for 2006 and Tentative Plan of Audit for 2007
were reviewed and the Opinions on the Reviewing of the Financial
Statements for 2006 were issued.
|
|
b.
The fourth meeting of the Third Session of the Audit Committee was held on
15 April 2007 by way of written resolutions, whereby the First Quarterly
Report of 2007, the Opinions on the Reviewing of the Financial Statements
for the First Quarter of 2007 was
issued.
|
|
c.
The fifth meeting of the Third Session of the Audit Committee was
held on 23 August 2007 in Beijing, China, whereby the Explanation on the
Business Performance and Financial Positions of the First Half of 2007,
Explanation on Audit for the First Half of 2007, Explanation on Audit and
Adjust Issues for the First Half of 2007 and the Interim Reports of 2007
as audited by KPMG Huazhen and KPMG respectively in accordance with ASBE
and IFRS, were reviewed and the Opinions on the Reviewing of the Interim
Report of 2007 was issued.
|
|
d.
The sixth meeting of the Third Session of the Audit Committee was held on
27 October 2007 by way of written resolutions, whereby the Third Quarterly
Report of 2007 was reviewed, and the Opinions on the Reviewing of the
Third Quarterly Report of 2007 was
issued.
|
|
(2)
Meetings of the Remuneration and Performance Evaluation
Committee
|
|
During
the reporting period, the Remuneration and Performance Evaluation
Committee under the Third Session of the Board of Directors held the
second meeting on 2 April 2007. At this meeting, the Report on
Implementation of the Rules of Remuneration of Directors, Supervisors and
Senior Management for 2006 were reviewed and the Opinion on Reviewing of
the Implementation of the Rules of Remuneration of Directors, Supervisors
and Senior Management for 2006 were issued.
|
|
During
the reporting period, all the members of the Audit Committee and the
Remuneration and Performance Evaluation Committee attended the
above-mentioned meetings of the above professional
committees.
|
|
5
FINANCIAL PERFORMANCE
|
|
The
financial results of the Company for the year ended 31 December 2007
prepared in accordance with IFRS and its financial position as at that
date and its analysis are set out from page 133 to 183 page in this Annual
Report.
|
|
6
DIVIDEND
|
|
At
the nineteenth meeting of the Third Session of the Board of Directors of
Sinopec Corp., the Board approved the proposal to declare a full-year
dividend of RMB 0.165 per share (including tax) in cash. After deducting
the interim cash dividend, the final cash dividend per share for
distribution would be RMB 0.115, the total cash dividend for the year
would be 14.306 billion. The distribution proposal will be implemented
upon approval by the shareholders at the Annual General Meeting for 2007.
The final dividends will be distributed on or before 30 June 2008 (Monday)
to those shareholders whose names appear on the register of members of
Sinopec Corp. at the close of business on 13 June 2008 (Friday). The
register of members of Sinopec Corp.’s H shares will be closed from 9
June 2008 (Monday) to 13 June 2008 (Friday) (both dates are inclusive). In
order to qualify for the final dividend for H shares, the shareholders
must lodge all share certificates accompanied by the transfer documents
with HKSCC Nominees Limited, at 46th Floor, Hopewell Centre, 183 Queen’s
Road East, Hong Kong before 4:30 p.m. on 6 June 2008 (Friday) for
registration.
|
|
The
dividend will be denominated and declared in Renminbi, the holders of
domestic shares will be paid in Renminbi and the holders of foreign shares
will be paid in Hong Kong dollars. The exchange rate for the dividend to
be paid in Hong Kong dollars will be determined based on the average
closing exchange rate of Renminbi against Hong Kong dollars as announced
by the People’s Bank of China for the week prior to the date of
declaration of dividend.
|
|
Generally,
an individual shareholder of H shares or an individual holder of American
Depository Shares (ADSs) who is resident and domiciled in the UK will be
liable to UK income tax on the dividend received from Sinopec Corp. (after
deducting relevant pre-tax deductions and tax credit). Where an individual
shareholder of H shares receives a dividend from Sinopec Corp. without any
deduction of tax, the amount included as income for the purposes of
computing his or her UK tax liability is the gross amount of the dividend
and this is taxed at the applicable rate (currently 10 % in case of a
taxpayer subject to a basic rate or a lower rate, and 32.5 % in case of a
taxpayer subject to a higher rate). Where tax is withheld from the
dividend, credit may be claimed against UK income tax for any tax withheld
from the dividend up to the amount of the UK income tax liability. If such
a withholding is required, Sinopec Corp. will assume responsibility for
withholding that tax regarding the income with a source within the PRC.
The current Chinese-UK Double Taxation Agreement provides that the maximum
withholding tax on dividend payable by a Chinese-domiciled company to UK
residents is generally limited to 10% of the gross
dividend.
|
|
Individual
holders of H Shares or holders of ADSs who are UK resident but are not
domiciled in the UK (and have submitted a claim to that effect to the UK
Inland Revenue), will generally only be liable to income tax on any
dividend received from Sinopec Corp. to the extent that it is repatriated
to the UK.
|
|
Generally,
a shareholder of H shares or a holder of ADSs which is a UK tax resident
and UK domiciled will be liable to UK income tax or corporation tax (as
appropriate and at the rates of tax applicable to the shareholder or
holder) on any dividend received from Sinopec Corp., with double tax
relief available for withholding tax imposed. In certain cases (not to be
discussed here), a shareholder of H shares or a holder of ADSs which is a
UK tax resident may be entitled to relief for “underlying” tax paid by
Sinopec Corp. or its subsidiaries.
|
|
7
MAJOR SUPPLIERS AND CUSTOMERS
|
|
During
this reporting period, the total amount of purchase from the five largest
suppliers of Sinopec Corp. represented 49.06% of the total amount of
purchase made by Sinopec Corp., of which purchases from the largest
supplier represented 20.48% of the total purchases made by Sinopec Corp.
The total amount of sales to the five largest customers of Sinopec Corp.
represented 9% of the total annual sales of Sinopec
Corp.
|
|
During
this reporting period, except for the connected transactions with the
controlling shareholder, Sinopec Group Company, and its subsidiaries, as
disclosed in Connected Transaction Section of this Annual Report, none of
the directors, supervisors of Sinopec Corp. and their associates or any
shareholders holding over 5% in Sinopec Corp. had any interest in any of
the above-mentioned major suppliers and
customers.
|
|
8
BANK LOANS AND ATHER BORROWINGS
|
|
Details
of bank loans and other borrowings of Sinopec Corp. as of 31 December 2007
are set out in Note 30 of the Financial Statements prepared in accordance
with IFRS in this annual report.
|
|
9
FIXED ASSETS
|
|
During
this reporting period, changes to the fixed assets of Sinopec Corp. are
set out in Note 18 of the Financial Statements prepared in accordance with
IFRS in this annual report.
|
|
10
RESERVES
|
|
During
this reporting period, changes to the reserves of Sinopec Corp. are set
out in the Consolidated Statement of Changes in Equity in the Financial
Statements prepared in accordance with IFRS in this annual
report.
|
|
11
DONATIONS
|
|
During
the reporting period, the amount of donations made by Sinopec Corp.
totaled around RMB 158 million.
|
|
12
PRE-EMPTIVE RIGHTS
|
|
Pursuant
to the Articles of Association of Sinopec Corp. and the laws of the PRC,
Sinopec Corp. is not subject to any pre-emptive rights requiring it to
offer new issue of its shares to its existing shareholders in proportion
to their shareholdings.
|
|
13
PURCHASE, SALES AND REDEMPTION OF
SHARES
|
|
During
this reporting period, neither Sinopec Corp. nor any of its affiliates
repurchased, sold or redeemed any securities of Sinopec
Corp.
|
|
14
RISK FACTORS
|
|
In
the course of its production and operations, Sinopec Corp. actively takes
various measures to mitigate operational risks. However, in practice, it
may not be possible to prevent all risks and
uncertainties.
|
|
Macroeconomic Policies and
Government Regulation: Although the government is gradually
liberalising the petroleum and petrochemicals sector, the petroleum and
petrochemical industry in China are still subject to some forms of
regulations and new macrocontrols taken from time to time according to
actual needs, which include: issuing petroleum production license, setting
of guidance prices for retail of gasoline, diesel and kerosene including
jet fuel, provision and pricing of certain resources and services,
modification of taxes and fees, formulation of import & export quotas
and procedures, formulation of safety, quality and environmental
protection standards. Such regulations may have material effect over the
operations and economic returns of the
Company.
|
|
Change of Environmental Legal
Requirements: Our production activities produce waste water, gas
and solid (effluents). The Company has built up supporting effluent
treatment systems to prevent and reduce pollution. The relevant government
authorities may issue and implement more restrictive environmental laws
and regulations, and apply higher standard in relation to the
environmental protection. Under the aforesaid situation, The Company may
incur more expenses in relation to the environment protection
accordingly.
|
|
External Purchase of Crude
Oil: A significant amount of the Company’s demand for crude oil is
satisfied from external purchases. In recent years, international crude
oil prices continued to be volatile and remained at a high level and are
subject to wild fluctuations, and the supply of crude oil may even be
interrupted due to major incidents. Although the Company has taken
flexible counter measures, it may not be fully shielded from risks
associated with any wild fluctuation of international crude oil prices and
disruption of supply of crude oil.
|
|
Cyclic Effects: The
majority of the operational income of the Company comes from the sales of
refined oil and petrochemical products, and part of the operation and its
relevant products are cyclic and are sensitive to macro-economy, the
cyclic changes of regional and global economy, the change of the
production capacity and output, demand of consumers, prices and supply of
the raw materials, as well as prices and supply of the alternatives etc.
Part of and even all of the above mentioned factors have impact on many
products and operations of the Company. Although the Company is an
integrated energy and chemicals company, it can only counteract the
disadvantages to some extent.
|
|
Open Market: With the
opening of the petroleum and chemical markets, the Company is facing the
domestic and overseas competitions in many fields. In some regions and
fields, foreign large-scale integrated petrochemical corporations have
become the competitors of the Company. Although the Company has actively
adopted corresponding measures, it may still be affected by the opening of
the markets.
|
|
Investment Risk:
Petroleum and chemical sector is a fund incentive industry. Although the
Company adopted a prudent investment strategy and conducted rigorous
feasibility study on each investment project, certain investment risk may
exist that expected returns may not be achieved due to major changes in
factors such as market environment.
|
|
Uncertainties with Additional
Oil and Gas Reserves: The Company’s ability to achieve sustainable
development is dependent to certain extent on our ability in discovering
or acquiring additional oil and natural gas reserves and further exploring
our current reserve base. To obtain additional reserves, the Company faces
inherent risks associated with exploration and development and (or) with
acquiring activities. The Company has to invest a large amount of money,
however, whether the Company can obtain additional reserves is not
certain. If the Company fails to acquire additional reserves through
further exploration and development or acquisition activities, the oil and
natural gas reserves and production of the Company will decline over some
time which will adversely affect the Company’s financial situation and
operation performance.
|
|
Operational Risks and Natural
Disasters: The process of petroleum chemical production is exposed
to the risk of inflammation, explosion and environmental pollution and is
vulnerable to natural disasters. Such contingencies may cause serious
impact to the society, grievous injuries to people and major financial
losses to the Company. The Company has implemented a strict HSE
management system, in an effort to avoid such risks as much as possible.
Meanwhile, the main assets and inventories of the Company have been
insured. However, such measures may not shield the Company from financial
losses or impact.
|
|
Exchange Rate and Interest
Rate: At present, the exchange rate of RMB implements an
administered floating exchange rate regime based on market supply and
demand with reference to a basket of currencies. As the Company outsources
a significant portion of crude oil in foreign currency which are based on
US dollar-denominated international prices, fluctuations in the value of
the Renminbi against the US dollars and certain other foreign currencies
may affect our crude oil costs. The fluctuations of the domestic interest
rate have some effect on our financing costs and will affect the results
of operation. Furthermore, China may adopt tight monetary policy under the
condition of macro-economy which will directly increase the Company’s
interest expenditures.
|
|
Connected Transaction
Risk: The Company currently has and will continue various connected
transactions with Sinopec Group Company. Sinopec Group Company provide us
various services, including but not limited to provision of assisting
facilities, construction services, maintenance services, transportation,
lease of land use rights, lease of properties, education and community
services. The aforesaid connected transactions between Sinopec Group
Company and us are governed by the services contracts and/or other
contracts entered between the two parties. The Company has built up
various systems to ensure the fairness of the aforesaid transactions, but
the interests of Sinopec Group Company. and other relevant parties might
be of conflicts with our interests.
|
|
Risk from Competition in the
Same Industry: The Company and Sinopec Group Company have a small
amount of similar operation or business in relation to refinery, service
station, and petrochemical business. In order to ensure our interests,
Sinopec Corp. and Sinopec Group Company entered into the Non-Competition
Agreement to avoid from the adverse impact on Sinopec Corp. derived from
competition in the same industry. This agreement governs the existing and
potential business over which Sinopec Corp. and Sinopec Group Company have
and/or will have competition against each other, including the option
agreed to be granted by Sinopec Group Company to Sinopec Corp. to purchase
business which is potentially competitive against the business of Sinopec
Corp., and operate its marketing enterprises and sevice stations with same
marketing and service strategies with Sinopec Corp. At the same time,
Sinopec Corp. will acquire business which is retained by Sinopec Group
Company and constitutes or will constitute competition against Sinopec
Corp. Notwithstanding the above mentioned contracts and arrangements,
Sinopec Group Company is the biggest shareholder of Sinopec Corp., and the
interests of Sinopec Group Company may be of conflicts with the interests
of Sinopec Corp.
|
|
By
Order of the Board
|
|
Su
shulin
|
|
Chairman
|
|
Beijing
China
|
|
3
April 2008
|
|
1.
INTRODUCTION OF DIRECTORS, SUPERVISORS AND SENIOR
MANAGEMENT
|
|
(1)
DIRECTORS
|
|
Su Shulin, 46, Chairman
of the Board of Directors of Sinopec Corp., and President and Secretary of
the Party (the Communist Party of China) Leadership Group of Sinopec
Group. He received a Bachelor’s Degree from Daqing Petroleum Institute in
July 1983, and obtained a Master’s Degree from Harbin Engineering
University in March 1999. He is a professor level senior engineer. In
March 1996, he was appointed as Assistant to the President of Daqing
Petroleum Administration Bureau; in January 1997, he was appointed as
Assistant to the President of Daqing Petroleum Administration Bureau with
a concurrent position of Director to No.1 Oil and Gas Development
Division; in November 1997, he was appointed as Managing Vice Director
General and the Party Standing Committee member of Daqing Petroleum
Administration Bureau; in January 1999, he was appointed as President and
Deputy Secretary of the Party Committee of Daqing Petroleum Administration
Bureau; in October 1999, he was appointed as Vice President of PetroChina
Company Limited and concurrently Chairman, President and Secretary to the
Party Committee of Daqing Petroleum Administration Bureau; in August 2000,
he was appointed as Vice President and Member of the Party Leadership
Group of China National Petroleum Corporation (“CNPC”) and concurrently
Vice President of PetroChina Company Limited as well as Chairman,
President and Secretary to the Party Committee of Daqing Oil Field Co.,
Ltd.; in March 2001, he was appointed as Vice President and Member of the
Party Leadership Group of CNPC and concurrently Vice President of
PetroChina Company Limited as well as Chairman and President of Daqing Oil
Field Co., Ltd.; in November 2002, he was appointed as Vice President and
Member of the Party Leadership Group of CNPC and concurrently Director
and Senior Vice President of PetroChina Company Limited as well as
Chairman and President of Daqing Oil Field Co., Ltd.; in December 2003 he
was appointed as Vice President and Member of the Party Leadership Group
of CNPC and concurrently Director and Senior Vice President of PetroChina
Company Limited; in September 2006 he was appointed as Committee member
and Standing Committee member of the Party Liaoning Provincial Committee;
in October 2006 he was appointed as Committee member, Standing Committee
member and Director of Organization Dept. of the Party Liaoning Provincial
Committee; in June 2007 he was appointed as President and Secretary of the
Party Leadership Group of Sinopec Group Company; in August 2007 Mr. Su was
elected as Director and Chairman on Third Session of the Board of
Directors of Sinopec Corp.. He was elected as Alternative Member of
Central Committee on the 16th and 17th National Congresses of the
Party.
|
|
Zhou Yuan, 60, Vice
Chairman of the Board of Directors of Sinopec Corp. and Vice President and
Deputy Secretary of the Party Leadership Group of Sinopec Group. Mr. Zhou
graduated from East China Petroleum Institute in September 1975. He is a
senior Economist. In April 1986, he was appointed as the Deputy Secretary
of the Party Committee of Xinjiang Petroleum Administration Bureau
(Kelamayi City) as well as the Secretary of the Party Committee of South
Xinjiang Petroleum Exploration Company. In March 1989, he was appointed as
the Vice Commander, Deputy Secretary of the Party Committee and Secretary
of the Disciplinary Committee of Tarim Exploration and Development
Headquarters. In August 1990, he was appointed as the Deputy Secretary of
the Party Committee and the Secretary of Politics & Law Committee of
Xinjiang Petroleum Administration Bureau (Kelamayi City). In January 1992,
he was appointed as Vice Minister of Organization Dept. of the Party
Committee of Xinjiang Autonomous Region. In December 1993, he was
appointed as a member of the Standing Committee of the Party Discipline
Committee and the Deputy Minister of the Party Committee of the
Organization Dept. of Xinjiang Autonomous Region. In January 1998, he was
appointed as a member of the Standing Committee of the Party Disciplinary
Committee of the Xinjiang Autonomous Region and the Secretary of the Party
Committee of Yili Autonomous Prefecture. In August 1999, he was appointed
as a member of the Standing Committee of the Party Committee of the
Xinjiang Autonomous Region and the Secretary of the Party Committee of
Yili Autonomous Prefecture. In November 1999, he was appointed as a member
of Standing Committee of the Party Committee of Xinjiang Autonomous Region
and Minister of the Organization Dept. of the Party Committee of Xinjiang
Autonomous Region. In July 2004, he was appointed as the Vice President of
Sinopec Group and deputy secretary of Party Leadership Group. In March
2008, he was elected as a member of the 11th NPC Environment and Resources
Protection Committe; Mr. Zhou was elected as Director and Vice Chairman of
the Third Session of the Board of Directors of Sinopec Corp. in May
2006.
|
|
Wang Tianpu, 45,
Director of the Board of Directors and President of Sinopec Corp.. Mr.
Wang graduated from Qingdao Chemical Engineering Institute in July 1985.
He obtained his MBA degree in Dalian University of Science &
Technology in July 1996 and Ph.D. degree in Zhejiang University in August
2003. He is a professor level senior engineer. In March 1999, Mr. Wang was
appointed as Vice President of Qilu Petrochemical Company of Sinopec
Group; in February 2000, he was appointed as Vice President of Sinopec
Corp. Qilu Company; in September 2000, he was appointed as President of
Sinopec Corp. Qilu Company. Mr. Wang was appointed as Vice President of
Sinopec Corp. in August 2001 and was appointed as Senior Vice President of
Sinopec Corp. in April 2003. Mr. Wang was appointed as President of
Sinopec Corp. in March 2005; Mr. Wang was elected as Director of the Third
Session of the Board of Directors of Sinopec Corp. in May 2006 and he is
President of Sinopec Corp.
|
|
Zhang Jianhua, 43,
Director of the Board of Directors and Senior Vice President of Sinopec
Corp.. Mr. Zhang graduated from East China Chemical Engineering Institute
in July 1986, and obtained a master’s degree from East China University of
Science and Technology in December 2000. He is a professor level senior
engineer. In April 1999, Mr. Zhang was appointed as Vice President of
Shanghai Gaoqiao Petrochemical Company of Sinopec Group. In February 2000,
he was appointed as Vice President of Sinopec Corp. Shanghai Gaoqiao
Company. He was appointed as President of Sinopec Corp. Shanghai Gaoqiao
Company in September 2000. Mr. Zhang was appointed as Vice President of
Sinopec Corp. in April 2003. He was also appointed as the Director General
of Sinopec Production & Operation Management Dept. in November 2003.
He was appointed as Senior Vice President of Sinopec Corp. in March 2005;
Mr. Zhang was elected as Director of the Third Session of the Board of
Directors of Sinopec Corp. in May 2006 and has been Senior Vice President
of Sinopec Corp..
|
|
Wang Zhigang, 50,
Director of the Board of Directors of Sinopec Corp. and Senior Vice
President of Sinopec Corp.. Mr. Wang graduated from East China Petroleum
Institute in January 1982 and then obtained a master’s degree from China
Petroleum University in June 2000. He obtained a Ph.D degree from Geology
and Geo-physics Research Institute of the China Academy of Sciences in
September 2003. He is a professor level senior engineer. In February 2000,
he was appointed as Vice President of Sinopec Shengli Oilfield
Company Limited. In June 2000, Mr. Wang was appointed as Director and
President of Sinopec Shengli Oilfield Company Limited. He was appointed as
honorary Deputy Director General of the Economic and Trade Committee of
Ningxia Hui Autonomous Region in November 2001. He was appointed as Vice
President of Sinopec Corp. in April 2003. He was also appointed as the
Director General of Sinopec Exploration and Production Dept. since June
2003. He was appointed as Senior Vice President of Sinopec Corp. in March
2005; Mr. Wang was elected as Director of the Third Session of the Board
of Directors of Sinopec Corp. in May 2006 and has been Senior Vice
President of Sinopec Corp..
|
|
Dai Houliang, 44,
Director of the Board of Directors of Sinopec Corp., Senior Vice President
and Chief Finance Officer of Sinopec Corp.. Mr. Dai graduated from Jiangsu
Chemical Engineering Institute in July 1985. He obtained a Ph.D degree in
December 2006 from Nanjing Industrial University. He is a professor level
senior engineer. He was appointed as Vice President of Sinopec Yangzi
Petrochemical Company in December 1997. He was appointed as Director and
Vice President of Yangzi Petrochemical Co., Ltd. in April 1998. He was
appointed as Vice Chairman and President of Yangzi Petrochemical Co. Ltd.
and Director of Sinopec Yangzi Petrochemical Company in July 2002. He was
appointed as Chairman and President of Sinopec Yangzi Petrochemical Co.,
Ltd. and Chairman of Sinopec Yangzi Petrochemical Company in December
2003. He was also appointed as Chairman of BASF-YPC Company Limited in
December 2004. He was appointed as the Deputy CFO of Sinopec Corp. in
September 2005. Mr. Dai was appointed as Vice President of Sinopec Corp.
in November 2005. In May 2006, he was elected as Director of the Third
Session of the Board of Directors, Senior Vice President and CFO of
Sinopec Corp..
|
|
Liu Zhongli, 73,
Independent Non-Executive Director of Sinopec Corp.. He graduated from the
training course of the Training Dept. of Central Communist Party School
(undergraduate course) in July 1982. He is a senior economist. He was
appointed as Deputy Director General of Planning Commission of
Heilongjiang Provincial Government and a member of Party Leadership Group
of Planning Commission of Heilongjiang Provincial Government in July 1982.
In May 1983, he was appointed as Director General of Planning Commission
(Planning & Economics Commission) of Heilongjiang Provincial
Government and Secretary of Party Leadership Group of Planning Commission
(Planning & Economics Commission) of Heilongjiang Provincial
Government. He was appointed as Deputy Governor of Heilongjiang Province
in May 1985. He was appointed as Vice Minister of the Ministry of Finance
and Deputy Secretary of Party Leadership Group of the Ministry of Finance
in February 1988. He was appointed as Deputy Secretary General of the
State Council and Deputy Secretary of Party Committee of the State Council
in July 1990. In September 1992, he was appointed as Minister and
Secretary of Party Leadership Group of the Ministry of Finance. In
February 1994, he was concurrently appointed as Director General of State
Administration of Taxation. In March 1998, he was appointed as Head of
Economic System Reform Office of the State Council and Secretary of Party
Leadership Group. In August 2000, he was appointed as Chairman of National
Council for Social Security Fund and Secretary of Party Leadership Group.
He was appointed as a member of the Standing Committee of the Tenth
Session of the Chinese People’s Political Consultative Conference (CPPCC)
and Director General of the Economics Committee of CPPCC in March 2003. In
October 2004, he was concurrently appointed as Chairman of the Chinese
Institute of Certified Public Accountants. Mr. Liu was elected as
Independent Non-Executive Director of the Third Session of the Board of
Directors of Sinopec Corp. in May
2006.
|
|
Shi Wanpeng, 70,
Independent Non-Executive Director of Sinopec Corp.. Mr. Shi graduated
from Northern Jiaotong University in August 1960. He is a professor level
senior engineer. In January 1983, he was appointed as Deputy Director
General of the Transport Bureau of the State Economic Commission. In
January 1987, he was appointed as the Director General of the Economic and
Technical Co-operation Bureau of the State Economic Commission. In May
1988, he was appointed as Director General of the Production
and Dispatch Bureau of the State Planning Commission. In July 1991, he was
appointed as Deputy Secretary General of the Production Office of the
State Council. In July 1992, he acted as Deputy Director General of the
Economic and Trade Office of the State Council. In April 1993, he was
appointed as Vice Minister of the State Economic and Trade Commission. In
July 1997, he was appointed as Chairman (minister level) of the China
Textiles Association. In March 1998, he was appointed as Vice Minister of
the State Economic and Trade Commission. In January 2003, he was appointed
as Chairman of China Packaging Federation. He was appointed as a member of
the Standing Committee of the National Committee of the Tenth session of
CPPCC and Deputy Director General President of its Economic Committee in
March 2003. Mr. Shi was elected as Independent Non-executive Director of
the Second Session of the Board of Directors of Sinopec Corp. in April
2003; he was elected as Independent Non-Executive Director of the Third
Session of the Board of Directors of Sinopec Corp. in May 2006.
|
|
Li Deshui, 63,
Independent Non-Executive Director of Sinopec Corp.. Mr. Li graduated from
university in 1967. He is a senior engineer, researcher, part-time
professor of the Economics School of Peking University and the Economics
School of Renmin University of China. In 1992 he acted as Deputy Director
General of the National Economy Comprehensive Dept. of the State Planning
Commission. In May 1996 he was appointed as Director General of the
National Economy Comprehensive Dept. of the State Planning Commission. In
November 1996, he was appointed as Vice Mayor of Chongqing in Sichuan
Province. In March 1997 he was appointed as Vice Mayor of Chongqing
Municipality. In November 1999 he was appointed as Deputy Director General
of the Research Office of the State Council and a member of its Party
Leadership Group. In April 2002, he was appointed as Secretary of the
Party Committee and Vice President of China International Engineering
Consultancy Company. In March 2003 he was appointed as Secretary of the
Party Committee and Director of the State Statistics Bureau, a member of
the Monetary Policy Committee of the People’s Bank of China and
Chairman of China Statistics Institute. In March 2005, he was elected the
36th Vice Chairman of Statistics Commission of the United Nations. In
March 2005 he was appointed as a member of the Tenth Session of the
CPPCC. In April 2006 he was appointed as a member of Economic Commission
CPPCC. In March 2006, he was the consultant of the State Statistics
Bureau. In March 2008, he was elected as a member of the 11th CCPCC and
Deputy Director General of Economy Committee. Mr. Li was elected as
Independent Non-Executive Director of the Third Session of the Board of
Directors of Sinopec Corp. in May 2006.
|
|
Yao Zhongming, 55,
Director of Sinopec Corp.. Mr. Yao graduated from Northeastern University
of Finance & Economics in September 1977 and he graduated as
postgraduate from Zhongnan University of Finance & Economics in
December 1996 with a master’s degree. He is a senior Economist. In May
1985, he was appointed as a member of the Party Committee of China
Construction Bank Henan Branch and its Vice Governor. In June 1989, he was
appointed as the head of China Construction Bank Henan Branch, and was
appointed as Deputy Secretary of the Party Leadership Group and Vice
Governor of the branch. In June 1992, he started to serve as Secretary of
the Party Leadership Group and Governor of China Construction Bank Henan
Branch. He was appointed as Vice Governor of Henan Province in April 1993.
In January 1994, he was appointed as a member of the Party Leadership
Group of China Development Bank and its Vice Governor and Chairman of the
Party Disciplinary Supervision Committee. In March 1998, he was appointed
as Deputy Secretary of the Party Leadership Group of China Development
Bank and its Vice Governor and Chairman of the Party Disciplinary and
Committee. In June 1998, he was appointed as the Deputy Secretary of the
Party Committee of China Development Bank and its Vice Governor. Mr. Yao
was elected as Director of the Third Session of the Board of Directors of
Sinopec Corp. in May 2006.
|
|
Fan Yifei, 44, Director
of Sinopec Corp.. Mr. Fan graduated from Renmin University of China in
July 1993 and obtained a doctoral degree in economics; He obtained a
master’s degree from Columbia University in 2002. He is a senior
accountant. In June 1993, he was appointed as Manager of the Planning and
Finance Dept. and the Assistant to the General Manager of the Trust
Investment Company of China Construction Bank successively. In September
1994, he was appointed as Deputy Director General of the Capital Planning
Dept. of China Construction Bank. He was appointed as the Director General
of the Finance and Accounting Dept. of China Construction Bank in July
1996. He was appointed as the Director General of the Planning and Finance
Dept. of China Construction Bank in January 1998. Mr. Fan was appointed as
the Assistant to the Governor of China Construction Bank in February 2000,
during which he enriched his experience by participating in the Three
Gorges Project from March 2003 to March 2004, and he was also
appointed as the Assistant to the President of China Changjiang Power Co.,
Ltd. In June 2005, Mr. Fan was appointed as Deputy Governor of China
Construction Bank. Mr. Fan was appointed as Director of the Second Session
of the Board of Directors of Sinopec Corp. in April 2003 he was elected as
Director of the Third Session of the Board of Directors of Sinopec Corp.in
May 2006.
|
|
Directors
of Sinopec
|
Remuneration
paid
|
Whether
paid
|
|||||||
Position
with
|
by
the Company
|
by
the holding
|
Shares
held at Sinopec Corp.
|
|||||
Name
|
Gender
|
Age
|
Sinopec
Corp
|
Term
of Office
|
in
2007
|
Company
|
(as
at 31 December)
|
|
(RMB
thousand, before tax)
|
2007
|
2006
|
||||||
Su
Shulin
|
Male
|
46
|
Chairman
|
2007.08-2009.05
|
—
|
Yes
|
0
|
0
|
Zhou
Yuan
|
Male
|
60
|
Vice
Chairman
|
2006.05-2009.05
|
—
|
Yes
|
0
|
0
|
Wang
Tianpu
|
Male
|
45
|
Director,
President
|
2006.05-2009.05
|
825
|
No
|
0
|
0
|
Zhang
Jianhua
|
Male
|
43
|
Director,
Senior
Vice President
|
2006.05-2009.05
|
789
|
No
|
0
|
0
|
Wang
Zhigang
|
Male
|
50
|
Director,
Senior
Vice President
|
2006.05-2009.05
|
789
|
No
|
0
|
0
|
Dai
Houliang
|
Male
|
44
|
Director,
Senior
Vice President,
CFO
|
2006.05-2009.05
|
691
|
No
|
0
|
0
|
Liu
Zhongli
|
Male
|
73
|
Independent
Non-executive Director
|
2006.05-2009.05
|
240
(Fees)
|
No
|
0
|
0
|
Shi
Wanpeng
|
Male
|
70
|
Independent
Non-executive Director
|
2006.05-2009.05
|
240
(Fees)
|
No
|
0
|
0
|
Li
Deshui
|
Male
|
63
|
Independent
Non-executive Director
|
2006.05-2009.05
|
240
(Fees)
|
No
|
0
|
0
|
Yao
Zhongmin
|
Male
|
55
|
Director
|
2006.05-2009.05
|
65
(Fees)
|
No
|
0
|
0
|
Fan
Yifei
|
Male
|
44
|
Director
|
2006.05-2009.05
|
65
(Fees)
|
No
|
0
|
0
|
|
(2)
SUPERVISORS
|
|
Wang Zuoran, 57,
Chairman of the Supervisory Board of Sinopec Corp.. Mr. Wang graduated
from Shandong Economic Administration Institute in September 1994. Mr.
Wang is a professor level senior economist. In October 1994, Mr. Wang was
appointed as Vice President and Party Secretary of Shengli Petroleum
Administration Bureau. In February 2000, Mr. Wang was appointed as the
Assistant to the President of Sinopec Group. Mr. Wang was appointed as
Director of the Party’s Disciplinary Supervision Committee of Sinopec
Group in July 2001. Mr. Wang started to serve as Supervisor of the First
Session of the Supervisory Board of Sinopec Corp. in February 2000. In
April 2003, Mr. Wang was appointed as Supervisor and Chairman of the
Second Session of the Supervisory Board of Sinopec Corp.; he was elected
as Supervisor and Chairman of the Third Session of the Supervisory Board
of Sinopec Corp. in May 2006.
|
|
Zhang Youcai, 66,
Independent Supervisor and Vice Chairman of the Supervisory Board of
Sinopec Corp.. Mr. Zhang graduated from Nanjing Industrial University in
August 1965. He is also a professor. Starting from January 1968, he was
appointed as a technician, Vice President, Deputy Secretary of the Party
Committee and President of Nantong Chemical Fertilizer Plant successively.
In August 1980, he was appointed as Deputy Director General and member of
the Party Leadership Group of the Industrial Bureau of Nantong Prefecture.
In January 1982, he was appointed as Deputy Director General of Planning
Commission of Nantong Prefecture. From March 1983, he was appointed as
Deputy Mayor, Deputy Secretary of the Party Committee and Mayor of Nantong
City successively. He was Vice Minister and member of the Party Leadership
Group of Ministry of Finance in December 1989 (from May 1994 to March
1998, he served concurrently as Director General of State-owned Assets
Administration Bureau). He was appointed as a member of the Standing
Committee of the Tenth National People’s Congress (NPC) and Deputy
Director General of its Financial and Economic Committee of NPC in March
2003. Mr. Zhang was appointed as an Independent Non-Executive Director of
the Second Session of Board of Directors of Sinopec Corp. in April 2003;
he was elected as Independent Supervisor and Vice Chairman of the Third
Session of the Supervisory Board of Sinopec Corp. in May 2006.
|
|
Kang Xianzhang, 59,
Supervisor of Sinopec Corp.. Mr. Kang received his degrees from the
Correspondence Teaching Dept. of the Party School of Beijing Municipal
Party Committee in March 1988 and the Correspondence Teaching College of
the Party School of the Central Committee of the Communist Party of China
in December 1992 respectively. He is a professor level senior political
engineer. In June 1995, he was appointed as the Deputy Director General of
the Organization Dept. of the Communist Party Committee of the Tibet
Autonomous Region.
|
|
In
August 1996, he was appointed as a senior researcher (deputy director
general level) in the Cadre Allocation Bureau of the Organization Dept. of
the Central Committee of the Communist Party of China. He was appointed as
the Deputy Secretary of the Party Committee of the Coal Scientific
Research Institute of the Ministry of Coal Industry in May 1997. In
October 1998, he was appointed as Supervisor (deputy director general
level) in the Party’s Discipline Inspection Group and the Supervisory
Bureau of Sinopec Group Company, and was appointed as a Deputy Director
General of the Supervisory Bureau of the same company in May 1999. He was
appointed as the Deputy Director General of the Supervisory Dept. of
Sinopec Corp. in February 2000. He was appointed as a Deputy Head of the
Discipline Inspection Group of the Leading Party Group and Director
General of the Supervisory Bureau of Sinopec Group, as well as Director
General of the Supervisory Dept. of Sinopec Corp. in March 2001. Mr.
Kang was appointed as Supervisor of the Second Session of the Supervisory
Board of Sinopec Corp. in April 2003 ; he was elected as Supervisor of the
Third Session of the Supervisory Board of Sinopec Corp. in May 2006.
|
|
Zou Huiping, 47,
Supervisor of Sinopec Corp.. Mr. Zou graduated from Jiangxi Institute of
Finance and Economics in July 1986. He is a professor level senior
accountant. In November 1998, he was appointed as Chief Accountant of
Sinopec Group Guangzhou Petrochemical Works. In February 2000, he was
appointed as Deputy Director General of Financial Assets Dept. of Sinopec
Group. In December 2001, he was appointed as Deputy Director General of
Finance Planning Dept. of Sinopec Group. In March 2006, he was Director
General of Financial Assets Dept. of Sinopec Assets Management Co.,Ltd..
In March 2006, he was appointed as Director General of Audit Dept. of
Sinopec Corp.. Mr. Zou was elected as Supervisor of the Third Session of
the Supervisory Board of Sinopec Corp. in May
2006.
|
|
Li Yonggui 67,
Independent Supervisor of Sinopec Corp.. Mr. Li graduated from Shandong
Institute of Finance and Economics in July 1965. He is a senior economist
and CPA. In February 1985, he was appointed as Deputy Director General of
Taxation Bureau of Ministry of Finance. He was appointed as Chief
Economist of State Administration of Taxation in December 1988. In April
1991, he was appointed as Deputy Director General of State Administration
of Taxation. He was appointed as Chief Economist of State Administration
of Taxation in February 1995. Mr. Li was appointed as Chairman of Chinese
Association of Certified Public Taxation Experts in April 2000. Mr. Li
started to serve as Independent Supervisor of the Second Session of
Supervisory Board of Sinopec Corp. in April 2003; he was elected as
Independent Supervisor of the Third Session of Supervisory Board of
Sinopec Corp. in May 2006.
|
|
Su Wensheng, 51,
Employee Representative Supervisor of Sinopec Corp.. Mr. Su graduated from
the General Section of Tsinghua University in December 1980 and obtained a
Master’s degree from China Petroleum University (Beijing) in June 2000. He
is a senior engineer. In September 1986 , he was appointed as Deputy
Secretary of Party Committee and Secretary of Party Disciplinary Committee
of Beijing Designing Institute of the former Sinopec Group Company. In
November 1996, he was appointed as Secretary of Party Committee of the
Beijing Designing Institute. Mr. Su was appointed as Director General of
Ideology & Politics Dept. and Deputy Secretary of the Affiliated
Party Committee of Sinopec Group Company in December 1998. He has been
Managing Deputy Secretary of the Party Working Committee of the Sinopec
Western New Region Exploration Headquarters since December 2001. He
was appointed as the Party Secretary and Vice Chairman of Beijing Yanshan
Petrochemical Corporation in October 2007. Mr. Su was appointed as an
Employee Representative Supervisor of the Second Session of Supervisory
Board of Sinopec Corp. in April 2003; he was elected as Employee
Representative Supervisor of the Third Session of Supervisory Board of
Sinopec Corp. in May 2006.
|
|
Zhang Jitian, 60,
Employee Representative Supervisor of Sinopec Corp.. Mr. Zhang graduated
from Hohhot Transportation Technical School in July 1968 and got his
degree from Chemical Industry Management Institute in July 1986. He is a
professor level senior political engineer. In August 1996, he was
appointed as Deputy Director General of Personnel and Educational Dept. of
the former Sinopec Group Company; in December 1998, he was appointed as
Deputy Director General of Personnel and Educational Dept. of Sinopec
Group Company; he was appointed as Deputy Director General (remunerate as
Director) of Personnel Dept. of Sinopec Corp. in September 2005. Mr. Zhang
was elected as Employee Representative Supervisor of the Third Session of
Supervisory Board of Sinopec Corp. in May 2006.
|
|
Cui Guoqi, 54, Employee
Representative Supervisor of Sinopec Corp.. Mr. Cui graduated from the
Correspondence Teaching College of Renmin University of China in December
1985, and obtained a MBA degree from the Business School of Renmin
University of China in January 1997, He is a professor level senior
political engineer. Mr. Cui was appointed as Director and Trade Union
Chairman of Sinopec Yanshan Petrochemical corporation in February 2000. He
was appointed as Deputy Secretary of Party Committee, Chairman of Trade
Union, director of Board of Beijing Yanshan Petrochemical Corporation in
August 2005. Mr. Cui was appointed as the Deputy Secretary
(remunerate as Secretary) of Party Committee of Sinopec Yanshan
Petrochemical Company and its Union Chairman, director, and chairman of
Beijing Eastern Petrochemical Co. Ltd. in November 2006. In October 2007,
he was appointed as president , Deputy Secretary of Party Committee of
Baichuan Economical and Trading Company of Sinopec Group Company and
Director General of Headquarters Logistic Center of Sinopec Group. Mr. Cui
was appointed as Employee Representative Supervisor of the Second Session
of Supervisory Board of Sinopec Corp. in April 2003; he was elected as
Employee Representative Supervisor of the Third Session of Supervisory
Board of Sinopec Corp. in May 2006.
|
|
Li Zhonghua, 56,
Employee Representative Supervisor of Sinopec Corp.. Mr. Li graduated from
the Correspondence Teaching Dept. of the Party School of Shengli Oilfield
in June 1996 and got his degree from the Correspondence Teaching College
of the Party School of Shandong Provincial Party Committee in December
1998. He is a professor level senior political engineer. In March 1995, he
was appointed as Secretary of Party Committee and Deputy General Manager
of No. 2 Drilling Company of Shengli Petroleum Administration Bureau;
General Manager, Secretary of Party Committee of Offshore Drilling
Company of Shengli Petroleum Administration Bureau; and General Manager,
Deputy Party Secretary of the Yellow River Drilling Company of Shengli
Petroleum Administration Bureau successively. In January 2004, he was
appointed as Deputy Chief Engineer and General Manager, Deputy Secretary
of Party Committee of the Yellow River Drilling Company of Shengli
Petroleum Administration Bureau; he was appointed as member of the
Standing Committee of Party Committee and Chairman of the Trade Union
of Shengli Petroleum Administration Bureau in November 2004. He was
appointed as Deputy Secretary of Party Committee of Shengli Petroleum
Administration Bureau in April 2006. Mr. Li was elected as Employee
Representative Supervisor of the Third Session of Supervisory Board of
Sinopec Corp. in May 2006.
|
|
Supervisors
of Sinopec
|
Remuneration
paid
|
Whether
paid
|
|||||||
Position
with
|
by
the Company
|
by
the holding
|
Shares
held at Sinopec Corp.
|
|||||
Name
|
Gender
|
Age
|
Sinopec
Corp
|
Term
of Office
|
in
2007
|
Company
|
(as
at 31 December)
|
|
(RMB
thousand, before tax)
|
2007
|
2006
|
||||||
Wang
Zuoran
|
Male
|
57
|
Chairman
of Supervisory Board
|
2006.05-2009.05
|
—
|
Yes
|
0
|
0
|
Zhang
Youcai
|
Male
|
66
|
Vice
Chairman of Supervisory Board and Independent Supervisor
|
2006.05-2009.05
|
240
(Fees)
|
No
|
0
|
0
|
Kang
Xianzhang
|
Male
|
59
|
Supervisor
|
2006.05-2009.05
|
—
|
Yes
|
0
|
0
|
Zou
Huiping
|
Male
|
47
|
Supervisor
|
2006.05-2009.05
|
296
|
No
|
0
|
0
|
Li
Yonggui
|
Male
|
67
|
Independent
Supervisor
|
2006.05-2009.05
|
240
(Fees)
|
No
|
0
|
0
|
Su
Wensheng
|
Male
|
51
|
Employee
Representative
Supervisor
|
2006.05-2009.05
|
378
|
No
|
0
|
0
|
Zhang
Jitian
|
Male
|
60
|
Employee
Representative
Supervisor
|
2006.05-2009.05
|
296
|
No
|
0
|
0
|
Cui
Guoqi
|
Male
|
54
|
Employee
Representative
Supervisor
|
2006.05-2009.05
|
387
|
No
|
0
|
0
|
Li
Zhonghua
|
Male
|
56
|
Employee
Representative
Supervisor
|
2006.05-2009.05
|
297
|
No
|
0
|
0
|
|
(3)
OTHER SENIOR
MANAGEMENT
|
|
Cai Xiyou, 46, Senior
Vice President of Sinopec Corp.. Mr. Cai graduated from Fushun Petroleum
Institute in August 1982, and obtained a MBA degree from China Industry
and Science Dalian Training Center in October 1990. He is a senior
economist. In June 1995, he was appointed as Deputy General Manager of
Jinzhou Petrochemical Company of the former Sinopec Group Company. In May
1996, he was appointed as Vice President of Dalian Western Pacific
Petrochemical Co., Ltd (WEPEC). In December 1998, he was appointed as Vice
President of Sinopec Sales Company, and in June 2001, he was appointed as
Executive Vice President of Sinopec Sales Company. He was appointed as
Director and President of China International United Petrochemical Company
Limited (UNIPEC) in December 2001. He was appointed as Vice President of
Sinopec Corp. in April 2003. Mr. Cai has been Senior Vice President of
Sinopec Corp. since November 2005.
|
|
Zhang Kehua, 54, Vice
President of Sinopec Corp.. Mr Zhang graduated from Shanghai Chemical
Engineering Institute in January 1980 and got his master’s degree from
China Petroleum University in December 2000. He is a professor level
senior engineer. He was appointed as Vice President of No. 3 Construction
Company of the former Sinopec Group Company in February 1994. In April
1996, he was appointed as Deputy Director General (Vice President of
Sinopec Engineering Incorporation) of the Engineering Dept. of the former
Sinopec Group Company. He was appointed as Deputy Director General of
the Engineering Dept. of Sinopec Group Company in December 1998 and was
appointed as Deputy Director General of Engineering Dept. of Sinopec Group
Company in December 2001. Mr. Zhang was appointed as Director General of
Engineering management Dept. of Sinopec Group Company in September 2002.
Mr. Zhang was appointed as the Assistant to the President of Sinopec Group
in October 2004 and Mr. Zhang has been Vice President of Sinopec Corp.
since May 2006. Director General of Engineering Dept. of Sinopec Corp. in
June 2007 concurrently.
|
|
Zhang Haichao, 50, Vice
President of Sinopec Corp.. Mr. Zhang got his degrees from Zhoushan
Commercial and Technical School in December 1979 and Jilin Chemical
Engineering Institute in July 1985 respectively, and obtained a Master’s
Degree from Macao University of Technology in August 2005. He is a senior
economist. He started to serve as Vice President of Zhejiang Petroleum
Company in March 1998. He was appointed as President of Zhejiang Petroleum
Company in September 1999, and appointed as President of Sinopec Zhejiang
Petroleum Company in February 2000. He was appointed as Chairman of
Sinopec-BP Zhejiang Petroleum Sales Co., Ltd. in April 2004. He was
appointed as Secretary of the Party Committee, Vice Chairman and Vice
President of Sinopec Sales Co., Ltd. in October 2004. He was appointed as
Secretary of the Party Committee, Chairman and President of Sinopec Sales
Co., Ltd. in November 2005. He was appointed as Chairman and President of
Sinopec Sales Co., Ltd. in June 2006. He started to serve as Employee
Representative Supervisor of the Second Session of the Supervisory Board
of Sinopec Corp. in April 2003. Mr. Zhang has been Vice President of
Sinopec Corp. since November 2005.
|
|
Jiao Fangzheng, 45, Vice
President of Sinopec Corp.. Mr. Jiao got a bachelor’s degree and a
doctoral degree from Southwest Petroleum Institute respectively in July
1983 and November 2000. Mr. Jiao is a professor level senior engineer. In
January 1999, he was appointed as Chief Geologist of Zhongyuan Petroleum
Exploration Bureau of Sinopec Group Company. He then was appointed as Vice
President and Chief Geologist of Zhongyuan Oilfield Company of Sinopec
Corp. in February 2000. He was appointed as Vice President of Sinopec
Exploration and Development Research Institute in July 2000. He then was
appointed as Deputy Director General of Sinopec Exploration and Production
Dept. in March 2001. In June 2004, he was appointed as President of the
Sinopec Northwest Company of Mr. Jiao has served as Vice President of
Sinopec Corp. since October 2006.
|
|
Chen Ge, 45, Secretary
to the Board of Directors of Sinopec Corp.. Mr. Chen graduated from Daqing
Petroleum Institute in July 1983 and obtained a MBA degree from Dalian
University of Science and Technology in July 1996. He is a senior
economist. In July 1983, he started to work in Beijing Yanshan
Petrochemical Corporation. In February 2000, he was appointed as Deputy
Director General of the Board Secretariat of Sinopec Corp.. Mr. Chen has
been Director General of the Board Secretariat since December 2001. Mr.
Chen has been the Secretary to the Board of Directors of Sinopec Corp.
since April 2003.
|
|
Other
Senior Management
|
Remuneration
paid
|
Whether
paid
|
||||||
Position
with
|
by
the Company
|
by
the holding
|
Shares
held at Sinopec Corp.
|
||||
Name
|
Gender
|
Age
|
Sinopec
Corp
|
in
2007
|
Company
|
(as
at 31 December)
|
|
(RMB
thousand, before tax)
|
2007
|
2006
|
|||||
Cai
Xiyou
|
Male
|
46
|
Senior
Vice President
|
789
|
No
|
0
|
0
|
Zhang
Kehua
|
Male
|
54
|
Vice
President
|
361
|
No
|
0
|
0
|
Zhang
Haichao
|
Male
|
50
|
Vice
President
|
457
|
No
|
0
|
0
|
Jiao
Fangzheng
|
Male
|
45
|
Vice
President
|
259
|
No
|
0
|
0
|
Chen
Ge
|
Male
|
45
|
Secretary
to the Board of Directors
|
378
|
No
|
0
|
0
|
2
|
NEW
APPOINTMENT OR TERMINATION OF DIRECTORS, SUPERVISORS AND SENIOR
MANAGEMENT
|
On
June 22, 2007, Mr. Chen Tonghai, resigned as Director and the Chairman of
the Board of Directors for personal
reason.
|
At
the Second Extraordinary General Meeting of Sinopec Shareholders for 2007
held on August 10, 2007, Mr. Su Shulin was elected Director on the Third
Session of the Board of Directors of Sinopec, and was elected Chairman on
the Third Session of the Board of Directors of Sinopec at the thirteenth
meeting.
|
3
|
DIRECTORS’
OR SUPERVISORS’ INTERESTS IN CONTRACTS
|
None
of the Directors or the Supervisors of Sinopec Corp. had any beneficial
interests in any material contracts to which Sinopec Corp., its holding
company or any of its subsidiaries or fellow subsidiaries was a party at
31 December 2007 or at any time during the
year.
|
4
|
SALARIES
OF DIRECTORS, SUPERVISORS AND THE SENIOR MANAGEMENT
|
The
salaries of directors, supervisors and other senior management have been
demonstrated in the tables on this annual report. The remuneration does
not include the delayed payment of RMB 5,248,911 yuan which is payable to
directors, supervisors and other senior management in 2004-2006, as per
requirement of Chinese government and
Sinopec.
|
|
5
THE COMPANY’S EMPLOYEES
|
|
As
at December 31, 2007, the Company has a total of 334,377
employees.
|
|
Breakdown
according to operation Dept.
structures:
|
Number
of
|
Percentage
to
|
|||
Employees
|
Total
Employees (%)
|
|||
Exploration
and Production
|
116,799
|
34.9
|
||
Refining
|
79,395
|
23.7
|
||
Marketing
and Distribution
|
58,788
|
17.6
|
||
Chemicals
|
70,712
|
21.2
|
||
R&D
and Others
|
8,683
|
2.6
|
||
Total
|
334,377
|
100
|
|
Breakdown
according to functions:
|
Number
of
|
Percentage
to
|
|||
Employees
|
Total
Employees (%)
|
|||
Production
|
171,914
|
51.4
|
||
Sales
|
58,428
|
17.5
|
||
Technical
|
44,498
|
13.3
|
||
Finance
|
9,877
|
2.9
|
||
Administration
|
26,750
|
8.0
|
||
Others
|
22,910
|
6.9
|
||
Total
|
334,377
|
100
|
|
Breakdown
according to education level:
|
Number
of
|
Percentage
to
|
|||
Employees
|
Total
Employees (%)
|
|||
Master’s
degree or above
|
5,285
|
1.6
|
||
University
|
60,407
|
18.1
|
||
Tertiary
education
|
72,542
|
21.7
|
||
Technical/polytechnic
school
|
31,743
|
9.5
|
||
Secondary,
technical/polytechnic school or below
|
164,400
|
49.1
|
||
Total
|
334,377
|
100
|
6
|
EMPLOYEE
BENEFITS SCHEME
|
Details
of the Company’s employee benefits scheme are set out in note 38 to the
financial statements prepared under IFRS which are contained in this
annual report. As at 31 December 2007, the Company has a total of 135,426
retired employees. All of them participate in the basic pension schemes
administered by provincial (autonomous regions and municipalities)
governments. Government-administered pension schemes are responsible for
the payments of basic pensions.
|
Percentage
of
|
||||||
Registered
|
shares
held by
|
Total
|
||||
Name
of company
|
capital
|
Sinopec
Corp.
|
assets
|
Net
profit
|
Auditor
|
Principal
activities
|
RMB
millions
|
(%)
|
RMB
millions
|
-RMB
millions
|
|||
Sinopec
Yangzi Petrochemical
|
16,337
|
100.00
|
25,176
|
2,903
|
KPMG
|
Manufacturing
of intermediate
|
Company
Limited
|
Huazhen
|
petrochemcial
products and
|
||||
petroleum
products
|
||||||
Sinopec
(Hong Kong) Limited
|
5,477
|
100.00
|
13,935
|
98
|
KPMG
|
Trading
of crude oil and
|
HKD
millions
|
HKD
millions
|
HKD
millions
|
petrochemical
products
|
|||
Sinopec
Sales Company Limited
|
1,700
|
100.00
|
43,443
|
10,869
|
KPMG
|
Marketing
and distribution of
|
Huazhen
|
refined
petroleum products
|
|||||
China
Petrochemical International
|
1,663
|
100.00
|
7,356
|
(5)
|
KPMG
|
Trading
of petrochemical
|
Company
Limited
|
Huazhen
|
products
|
||||
Sinopec
Zhongyuan Petroleum
|
875
|
100.00
|
7,853
|
781
|
KPMG
|
Exploration
and production of
|
Company
Limited
|
Huazhen
|
crude
oil and natural gas
|
||||
Sinopec
Shengli Oil Field Dynamic
|
364
|
100.00
|
3,226
|
202
|
Shandong
|
Exploration
and production of
|
Company
Limited
|
Zhengyuanhexin
|
crude
oil and distribution of
|
||||
CPA’s
Office, Ltd.
|
petrochemical
products
|
|||||
China
International United
|
223
|
100.00
|
56,358
|
700
|
KPMG
|
Trading
of crude oil and
|
Petroleum
and Chemical
|
Huazhen
|
petrochemical
products
|
||||
Company
Limited
|
||||||
Sinopec
Zhongyuan Petrochemical
|
2,400
|
93.51
|
2,445
|
(18)
|
KPMG
|
Manufacturing
of chemical
|
Company
Limited
|
Huazhen
|
products
|
||||
Sinopec
Qingdao Refining and Chemical
|
800
|
85.00
|
10,210
|
(63)
|
KPMG
|
Manufacturing
of intermediate
|
Company
Limited
|
Huazhen
|
petrochemcial
products and
|
||||
petroleum
products
|
||||||
Sinopec
Hainan Refining and
|
3,986
|
75.00
|
13,739
|
(127)
|
KPMG
|
Manufacturing
of intermediate
|
Chemical
Company Limited
|
Huazhen
|
petrochemcial
products and
|
||||
petroleum
products
|
||||||
Sinopec
Kantons Holdings Limited
|
104
|
72.34
|
3,934
|
128
|
KPMG
|
Trading
of crude oil and
|
HKD
millions
|
HKD
millions
|
HKD
millions
|
petroleum
products
|
|||
Sinopec
Shell (Jiangsu) Petroleum
|
830
|
60.00
|
1,506
|
63
|
KPMG
|
Marketing
and distribution of
|
Marketing
Company Limited
|
Huazhen
|
refined
petroleum products
|
||||
BP
Sinopec (Zhejiang) Petroleum
|
800
|
60.00
|
903
|
63
|
KPMG
|
Marketing
and
|
Company
Limited
|
Huazhen
|
distribution
of refined
|
||||
petroleum
products
|
||||||
Sinopec
Shanghai Petrochemical
|
7,200
|
55.56
|
Results
have not
|
Results
have not
|
KPMG
|
Manufacturing
of synthetic fibres,
|
Company
Limited
|
been
announced
|
been
announced
|
Huazhen
|
resin
and plastics,
|
||
intermediate
petrochemical
|
||||||
products
and petroleum products
|
||||||
Sinopec
Fujian Petrochemical
|
2,253
|
50.00
|
3,457
|
595
|
KPMG
|
Manufacturing
of plastics,
|
Company
Limited
|
Huazhen
|
intermediate
petrochemical
|
||||
products
and petroleum products
|
||||||
Sinopec
Wuhan Petroleum Group
|
147
|
46.25
|
Results
have not
|
Results
have not
|
Wuhan
Zhonghuan
|
Marketing
and distribution of
|
Company
Limited
|
been
announced
|
been
announced
|
CPA
Company Limited
|
refined
petroleum products
|
||
Sinopec
Yizheng Chemical Fibre
|
4,000
|
42.00
|
Results
have not
|
Results
have not
|
KPMG
|
Production
and sale of polyester
|
Company
Limited
|
been
announced
|
been
announced
|
Huazhen
|
chips
and polyester fibres
|
|
1.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL
STATEMENTS
|
|
The
Company’s management is responsible for the preparation of these financial
statements in accordance with the Accounting Standards for Business
Enterprises (2006) issued by the Ministry of Finance of the People’s
Republic of China. This responsibility includes: (1) designing,
implementing and maintaining internal control relevant to the preparation
of financial statements that are free from material misstatement, whether
due to fraud or error; (2) selecting and applying appropriate accounting
policies; and (3) making accounting estimates that are
reasonable.
|
|
2.
AUDITOR’S RESPONSIBILITY
|
|
Our
responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with China’s
Auditing Standards for the Certified Public Accountants. Those standards
require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are
free from material misstatement.
|
|
An
audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures
selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s
preparation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the
financial statements.
|
|
We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit
opinion.
|
|
3.
OPINION
|
|
In
our opinion, the financial statements comply with the requirements of the
Accounting Standards for Business Enterprises (2006) issued by the
Ministry of Finance of the People’s Republic of China and present fairly,
in all material respects, the Company’s consolidated financial position
and financial position as at 31 December 2007, and the consolidated
results of operations, results of operations, consolidated cash flows and
cash flows for the year ended 31 December
2007.
|
KPMG
Huazhen
|
Certified
Public Accountants
|
Registered
in the People’s Republic of China
|
|
Zhang
Jingjing
|
|
Zhang
Yansheng
|
|
Beijing,
The People’s Republic of China
|
3
April 2008
|
(A)
|
FINANCIAL
STATEMENTS PREPARED UNDER THE PRC ACCOUNTING STANDARDS FOR BUSINESS
ENTERPRISES
|
CONSOLIDATED
BALANCE SHEET
|
|
at
31 December 2007
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Assets
|
|||
Current
assets
|
|||
Cash at bank
and in hand
|
6
|
8,364
|
7,698
|
Bills
receivable
|
7
|
12,851
|
8,462
|
Trade
accounts receivable
|
8
|
22,947
|
15,144
|
Other
receivables
|
9
|
11,822
|
10,955
|
Advance
payments
|
10
|
9,402
|
5,331
|
Inventories
|
11
|
116,049
|
94,912
|
Other current
assets
|
100
|
596
|
|
Total
current assets
|
181,535
|
143,098
|
|
Non-current
assets
|
|||
Long-term
equity investments
|
12
|
31,335
|
23,544
|
Fixed
assets
|
13
|
361,148
|
346,240
|
Construction
in progress
|
14
|
95,408
|
53,000
|
Intangible
assets
|
15
|
15,232
|
9,265
|
Goodwill
|
16
|
15,690
|
14,525
|
Long-term
deferred expenses
|
17
|
5,842
|
4,757
|
Deferred tax
assets
|
18
|
10,192
|
6,760
|
Other
non-current assets
|
2,190
|
1,531
|
|
Total
non-current assets
|
537,037
|
459,622
|
|
Total
assets
|
718,572
|
602,720
|
|
Liabilities
and shareholders’ equity
|
|||
Current
liabilities
|
|||
Short-term
loans
|
20
|
36,954
|
35,725
|
Bills
payable
|
21
|
12,162
|
21,714
|
Trade
accounts payable
|
22
|
93,049
|
52,767
|
Receipts in
advance
|
23
|
25,082
|
19,466
|
Staff costs
payable
|
24
|
5,905
|
5,016
|
Taxes
payable
|
25
|
17,562
|
14,623
|
Other
creditors
|
26
|
47,503
|
35,710
|
Short-term
debentures payable
|
29
|
10,074
|
11,885
|
Current
portion of non-current loans
|
27
|
13,466
|
15,870
|
Total
current liabilities
|
261,757
|
212,776
|
|
Non-current
liabilities
|
|||
Long-term
loans
|
28
|
77,708
|
97,137
|
Debentures
payable
|
29
|
42,606
|
3,500
|
Provision
|
30
|
7,613
|
5,310
|
Deferred tax
liabilities
|
18
|
1,492
|
1,020
|
Other
non-current liabilities
|
1,049
|
1,178
|
|
Total
non-current liabilities
|
130,468
|
108,145
|
|
Total
liabilities
|
392,225
|
320,921
|
|
Shareholders’
equity
|
|||
Share
capital
|
31
|
86,702
|
86,702
|
Capital
reserve
|
32
|
38,391
|
38,553
|
Surplus
reserves
|
33
|
64,797
|
59,519
|
Retained
profits
(Including
cash dividend proposed after the balance sheet
date in
respect of year 2007 of RMB 9,971 million (2006: RMB 9,537
million))
|
111,059
|
74,608
|
|
Shareholders’
equity attributable to equity shareholders of the Company
|
300,949
|
259,382
|
|
Minority
interests
|
25,398
|
22,417
|
|
Total
shareholders’ equity
|
326,347
|
281,799
|
|
Total
liabilities and shareholders’ equity
|
718,572
|
602,720
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Assets
|
|||
Current
assets
|
|||
Cash at bank
and in hand
|
6
|
3,105
|
2,983
|
Bills
receivable
|
7
|
6,377
|
2,760
|
Trade
accounts receivable
|
8
|
13,547
|
8,832
|
Other
receivables
|
9
|
18,209
|
8,443
|
Advance
payments
|
10
|
9,252
|
4,393
|
Inventories
|
11
|
65,901
|
54,004
|
Other current
assets
|
23
|
19
|
|
Total
current assets
|
116,414
|
81,434
|
|
Non-current
assets
|
|||
Long-term
equity investments
|
12
|
85,784
|
86,514
|
Fixed
assets
|
13
|
290,082
|
259,781
|
Construction
in progress
|
14
|
80,720
|
41,010
|
Intangible
assets
|
15
|
10,322
|
6,824
|
Long-term
deferred expenses
|
17
|
4,995
|
3,279
|
Deferred tax
assets
|
18
|
9,418
|
5,839
|
Other
non-current assets
|
735
|
561
|
|
Total
non-current assets
|
482,056
|
403,808
|
|
Total
assets
|
598,470
|
485,242
|
|
Liabilities
and shareholders’ equity
|
|||
Current
liabilities
|
|||
Short-term
loans
|
20
|
21,952
|
15,851
|
Bills
payable
|
21
|
8,613
|
16,265
|
Trade
accounts payable
|
22
|
58,932
|
38,041
|
Receipts in
advance
|
23
|
23,412
|
16,398
|
Staff costs
payable
|
24
|
5,282
|
3,954
|
Taxes
payable
|
25
|
15,383
|
11,933
|
Other
creditors
|
26
|
65,729
|
44,969
|
Short-term
debentures payable
|
29
|
10,074
|
9,885
|
Current
portion of non-current loans
|
27
|
12,813
|
13,863
|
Total
current liabilities
|
222,190
|
171,159
|
|
Non-current
liabilities
|
|||
Long-term
loans
|
28
|
67,055
|
88,029
|
Debentures
payable
|
29
|
42,606
|
3,500
|
Provision
|
30
|
7,002
|
4,842
|
Deferred tax
liabilities
|
18
|
584
|
972
|
Other
non-current liabilities
|
601
|
768
|
|
Total
non-current liabilities
|
117,848
|
98,111
|
|
Total
liabilities
|
340,038
|
269,270
|
|
Shareholders’
equity
|
|||
Share
capital
|
31
|
86,702
|
86,702
|
Capital
reserve
|
32
|
38,175
|
36,526
|
Surplus
reserves
|
33
|
64,797
|
59,329
|
Retained
profits
|
|||
(Including
cash dividend proposed after the balance sheet date in respect of year
2007 of RMB 9,971 million (2006: RMB 9,537 million))
|
68,758
|
33,415
|
|
Total
shareholders’ equity
|
258,432
|
215,972
|
|
Total
liabilities and shareholders’ equity
|
598,470
|
485,242
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Operating
income
|
34
|
1,204,843
|
|
Less: Cost of
sales
|
34
|
1,012,961
|
896,373
|
Sales taxes
and surcharges
|
35
|
34,304
|
28,977
|
Selling
expenses
|
22,564
|
19,590
|
|
Administrative
expenses
|
35,964
|
33,491
|
|
Financial
expenses
|
36
|
4,890
|
5,780
|
Exploration
expenses, including dry holes
|
37
|
11,105
|
7,983
|
Impairment
losses
|
38
|
7,458
|
1,004
|
Fair value
loss
|
39
|
3,211
|
—
|
Add:
Investment income
|
40
|
5,756
|
3,769
|
Operating
profit
|
78,142
|
72,240
|
|
Add:
Non-operating income
|
41
|
6,828
|
6,020
|
Less:
Non-operating expenses
|
42
|
2,059
|
2,877
|
Profit
before taxation
|
82,911
|
75,383
|
|
Less: Income
tax
|
43
|
25,758
|
22,400
|
Net
profit
|
57,153
|
52,983
|
|
Including:
Net loss made by acquiree before the consolidation
|
(205)
|
(361)
|
|
Attributable
to:
|
|||
Equity
shareholders of the Company
|
54,947
|
52,086
|
|
Minority
interests
|
2,206
|
897
|
|
Basic
and diluted earnings per share
|
54
|
0.63
|
0.60
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Operating
income
|
34
|
882,353
|
800,438
|
Less: Cost
of sales
|
34
|
733,481
|
672,324
|
Sales taxes
and surcharges
|
35
|
29,181
|
23,086
|
Selling
expenses
|
18,867
|
16,284
|
|
Administrative
expenses
|
28,775
|
24,855
|
|
Financial
expenses
|
36
|
4,076
|
4,676
|
Exploration
expenses, including dry holes
|
37
|
11,002
|
7,959
|
Impairment
losses
|
38
|
7,171
|
796
|
Fair value
loss
|
39
|
3,211
|
—
|
Add: Investment
income
|
40
|
20,422
|
21,935
|
Operating
profit
|
67,011
|
72,393
|
|
Add: Non-operating
income
|
41
|
5,963
|
3,459
|
Less: Non-operating
expenses
|
42
|
1,684
|
2,212
|
Profit
before taxation
|
71,290
|
73,640
|
|
Less: Income
tax
|
43
|
16,607
|
15,997
|
Net
profit
|
54,683
|
57,643
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Cash
flows from operating activities:
|
|||
Cash received
from sale of goods and rendering of services
|
1,400,348
|
1,239,086
|
|
Rentals
received
|
370
|
384
|
|
Grants
received
|
—
|
5,161
|
|
Other cash
received relating to operating activities
|
2,793
|
3,700
|
|
Sub-total
of cash inflows
|
1,403,511
|
1,248,331
|
|
Cash paid for
goods and services
|
(1,135,587)
|
(1,030,412)
|
|
Cash paid for
operating leases
|
(6,764)
|
(6,075)
|
|
Cash paid to
and on behalf of employees
|
(22,255)
|
(20,414)
|
|
Value added
tax paid
|
(41,011)
|
(31,580)
|
|
Income tax
paid
|
(27,674)
|
(19,586)
|
|
Taxes paid
other than value added tax and income tax
|
(30,965)
|
(27,332)
|
|
Other cash
paid relating to operating activities
|
(15,005)
|
(14,062)
|
|
Sub-total
of cash outflows
|
(1,279,261)
|
(1,149,461)
|
|
Net
cash flow from operating activities
|
45(a)
|
124,250
|
98,870
|
Cash
flows from investing activities:
|
|||
Cash received
from sale of investments
|
1,441
|
569
|
|
Dividends
received
|
2,657
|
647
|
|
Net cash
received from sale of fixed assets and intangible assets
|
446
|
358
|
|
Cash received
on maturity of time deposits with financial institutions
|
3,340
|
1,337
|
|
Other cash
received relating to investing activities
|
404
|
540
|
|
Sub-total
of cash inflows
|
8,288
|
3,451
|
|
Cash paid for
acquisition of fixed assets and intangible assets
|
(110,638)
|
(77,375)
|
|
Cash paid for
purchase of investments
|
(1,581)
|
(3,761)
|
|
Cash paid for
purchase of time deposits with financial institutions
|
(3,373)
|
(916)
|
|
Cash paid for
acquisition of subsidiaries and minority interests, net
|
(7,468)
|
(21,971)
|
|
Sub-total
of cash outflows
|
(123,060)
|
(104,023)
|
|
Net
cash flow from investing activities
|
(114,772)
|
(100,572)
|
|
Cash
flows from financing activities:
|
|||
Cash received
from contribution from minority shareholders
|
1,223
|
1,255
|
|
Cash received
from issuance of convertible bonds, net of issuing
expenses
|
11,368
|
—
|
|
Cash received
from issuance of corporate bonds
|
35,000
|
22,689
|
|
Cash received
from borrowings
|
768,039
|
772,954
|
|
Sub-total
of cash inflows
|
815,630
|
796,898
|
|
Cash
repayments of corporate bonds
|
(12,000)
|
(21,000)
|
|
Cash
repayments of borrowings
|
(788,793)
|
(761,389)
|
|
Cash paid for
dividends, profits distribution or interest expenses
|
(20,843)
|
(19,761)
|
|
Dividends
paid to minority shareholders by subsidiaries
|
(593)
|
(722)
|
|
Distributions
to Sinopec Group Company
|
(2,182)
|
—
|
|
Sub-total
of cash outflows
|
(824,411)
|
(802,872)
|
|
Net
cash flow from financing activities
|
(8,781)
|
(5,974)
|
|
Effects
of changes in foreign exchange rate
|
(64)
|
(25)
|
|
Net
increase/(decrease) in cash and cash equivalents
|
45(b)
|
633
|
(7,701)
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Note
|
2007
RMB
millions
|
2006
RMB
millions
|
||
Cash
flows from operating activities:
|
||||
Cash received
from sale of goods and rendering of services
|
1,027,467
|
940,422
|
||
Rentals
received
|
171
|
263
|
||
Grants
received
|
—
|
3,016
|
||
Other cash
received relating to operating activities
|
12,513
|
18,379
|
||
Sub-total
of cash inflows
|
1,040,151
|
962,080
|
||
Cash paid for
goods and services
|
(821,988)
|
(775,915)
|
||
Cash paid for
operating leases
|
(5,680)
|
(5,445)
|
||
Cash paid to
and on behalf of employees
|
(16,930)
|
(14,938)
|
||
Value added
tax paid
|
(32,060)
|
(23,127)
|
||
Income tax
paid
|
(18,875)
|
(13,013)
|
||
Taxes paid
other than value added tax and income tax
|
(26,090)
|
(22,021)
|
||
Other cash
paid relating to operating activities
|
(20,751)
|
(15,638)
|
||
Sub-total
of cash outflows
|
(942,374)
|
(870,097)
|
||
Net
cash flow from operating activities
|
45(a)
|
97,777
|
91,983
|
|
Cash
flows from investing activities:
|
||||
Cash received
from sale of investments
|
330
|
69
|
||
Dividends
received
|
9,108
|
2,843
|
||
Net cash
received from sale of fixed assets and intangible assets
|
101
|
122
|
||
Cash received
on maturity of time deposits with financial institutions
|
867
|
90
|
||
Other cash
received relating to investing activities
|
87
|
234
|
||
Sub-total
of cash inflows
|
10,493
|
3,358
|
||
Cash paid for
acquisition of fixed assets and intangible assets
|
(93,600)
|
(60,182)
|
||
Cash paid for
purchase of investments
|
(8,222)
|
(7,356)
|
||
Cash paid for
purchase of time deposits with financial institutions
|
(523)
|
(200)
|
||
Cash paid for
acquisition of subsidiaries and minority interests, net
|
(3,500)
|
(21,971)
|
||
Sub-total
of cash outflows
|
(105,845)
|
(89,709)
|
||
Net
cash flow from investing activities
|
(95,352)
|
(86,351)
|
||
Cash
flows from financing activities:
|
||||
Cash received
from issuance of convertible bonds, net of issuing
expenses
|
11,368
|
—
|
||
Cash received
from issuance of corporate bonds
|
35,000
|
19,711
|
||
Cash received
from borrowings
|
495,310
|
507,716
|
||
Sub-total
of cash inflows
|
541,678
|
527,427
|
||
Cash
repayments of corporate bonds
|
(10,000)
|
(20,000)
|
||
Cash
repayments of borrowings
|
(514,015)
|
(498,050)
|
||
Cash paid for
dividends, profits distribution or interest expenses
|
(19,772)
|
(17,260)
|
||
Sub-total
of cash outflows
|
(543,787)
|
(535,310)
|
||
Net
cash flow from financing activities
|
(2,109)
|
(7,883)
|
||
Net
increase/(decrease) in cash and cash equivalents
|
45(b)
|
316
|
(2,251)
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Share
capital
RMB
millions
|
Capital
reserve
RMB
millions
|
Surplus
reserves
RMB
millions
|
Unrecognised
investment
losses
RMB
millions
|
Retained
profits
RMB
millions
|
Total
shareholders’
equity
attributable
to
equity
shareholders
of
the
Company
RMB
millions
|
Minority
interests
RMB
millions
|
Total
shareholders’
equity
RMB
millions
|
|
Balance at 31
December 2005
|
86,702
|
37,121
|
34,028
|
(594)
|
58,366
|
215,623
|
29,383
|
245,006
|
Change in
accounting policies (Note 4)
|
—
|
(595)
|
110
|
594
|
1,003
|
1,112
|
185
|
1,297
|
Balance after
adjustment for change in accounting policies
|
86,702
|
36,526
|
34,138
|
—
|
59,369
|
216,735
|
29,568
|
246,303
|
Adjusted for
the Acquisition of Refinery Plants (Note 1)
|
—
|
1,993
|
190
|
—
|
(385)
|
1,798
|
495
|
2,293
|
Balance at 1
January 2006
|
86,702
|
38,519
|
34,328
|
—
|
58,984
|
218,533
|
30,063
|
248,596
|
Changes in
equity for the year
|
||||||||
1. Net
profit
|
—
|
—
|
—
|
—
|
52,086
|
52,086
|
897
|
52,983
|
2. Gain
and loss recognised directly in
equity
|
||||||||
– Change in
fair value of available-for-sale
financial assets, net of deferred tax
|
—
|
34
|
—
|
—
|
—
|
34
|
—
|
34
|
Sub-total of
1&2
|
—
|
34
|
—
|
—
|
52,086
|
52,120
|
897
|
53,017
|
3. Appropriation
of profits
|
||||||||
– Appropriation
to surplus reserves
|
—
|
—
|
25,191
|
—
|
(25,191)
|
—
|
—
|
—
|
– Dividend
declared (Note 44)
|
—
|
—
|
—
|
—
|
(11,271)
|
(11,271)
|
—
|
(11,271)
|
4. Acquisition
of subsidiaries and minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
(8,223)
|
(8,223)
|
5. Contributions
from minority interests, net of
distributions
|
—
|
—
|
—
|
—
|
—
|
—
|
423
|
423
|
6. Disposal
of a subsidiary
|
—
|
—
|
—
|
—
|
—
|
—
|
(743)
|
(743)
|
Balance
at 31 December 2006
|
86,702
|
38,553
|
59,519
|
—
|
74,608
|
259,382
|
22,417
|
281,799
|
Share
capital
RMB
millions
|
Capital
reserve
RMB
millions
|
Surplus
reserves
RMB
millions
|
Retained
profits
RMB
millions
|
Total
shareholders’
equity
attributable
to
equity
shareholders
of
the
Company
RMB
millions
|
Minority
interests
RMB
millions
|
Total
shareholders’
equity
RMB
millions
|
|
Balance at 1
January 2007
|
86,702
|
38,553
|
59,51
|
74,608
|
259,382
|
22,417
|
281,799
|
Changes in
equity for the year
|
|||||||
1. Net
profit
|
—
|
—
|
—
|
54,947
|
54,947
|
2,206
|
57,153
|
2. Gain
and loss recognised directly in equity
|
|||||||
– Change in fair value of
available-for-sale
|
|||||||
financial assets, net of deferred
tax
|
—
|
2,892
|
—
|
—
|
2,892
|
145
|
3,037
|
Sub-total of
1&2
|
—
|
2,892
|
—
|
54,947
|
57,839
|
2,351
|
60,190
|
3. Appropriation
of profits
|
|||||||
– Appropriation
to surplus reserves
(Note
33)
|
—
|
—
|
5,468
|
(5,468)
|
—
|
—
|
—
|
– Dividend declared (Note
44)
|
—
|
—
|
—
|
(13,872)
|
(13,872)
|
—
|
(13,872)
|
4. Contributions
from minority interests,
|
|||||||
net
of distributions
|
—
|
—
|
—
|
—
|
—
|
630
|
630
|
5. Consideration
for the Acquisition of
|
|||||||
Refinery
Plants
|
—
|
(2,400)
|
—
|
—
|
(2,400)
|
—
|
(2,400)
|
6. Reclassification
|
—
|
(654)
|
(190)
|
844
|
—
|
—
|
—
|
Balance
at 31 December 2007
|
86,702
|
38,391
|
64,797
|
111,059
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
Share
capital
RMB
millions
|
Capital
reserve
RMB
millions
|
Surplus
reserves
RMB
millions
|
Retained
profits
RMB
millions
|
Total
shareholders’
equity
RMB
millions
|
||
Balance at 31
December 2005
|
86,702
|
37,797
|
34,028
|
58,339
|
216,866
|
|
Change in
accounting policies (Note 4)
|
—
|
(1,271)
|
110
|
(46,105)
|
(47,266)
|
|
Balance at 1
January 2006
|
86,702
|
36,526
|
34,138
|
12,234
|
169,600
|
|
Changes in
equity for the year
|
||||||
1. Net
profit
|
—
|
—
|
—
|
57,643
|
57,643
|
|
2. Appropriation:
|
||||||
– Appropriation to surplus
reserves
|
—
|
—
|
25,191
|
(25,191)
|
—
|
|
– Dividend declared (Note
44)
|
—
|
—
|
—
|
(11,271)
|
(11,271)
|
|
Balance
at 31 December 2006
|
86,702
|
36,526
|
59,329
|
33,415
|
215,972
|
|
Balance at 1
January 2007
|
86,702
|
36,526
|
59,329
|
33,415
|
215,972
|
|
Changes in
equity for the year
|
||||||
1. Net
profit
|
—
|
—
|
—
|
54,683
|
54,683
|
|
2. Gain
and loss recognised directly in equity
|
||||||
– Change in fair value of
available-for-sale
|
||||||
financial
assets, net of deferred tax
|
—
|
2,711
|
—
|
—
|
2,711
|
|
Sub-total of
1&2
|
—
|
2,711
|
—
|
54,683
|
57,394
|
|
3. Appropriation:
|
||||||
– Appropriation to surplus reserves
(Note 33)
|
—
|
—
|
5,468
|
(5,468)
|
—
|
|
– Dividend declared (Note
44)
|
—
|
—
|
—
|
(13,872)
|
(13,872)
|
|
4. Consideration
paid to Sinopec Group Company
|
||||||
for
the Acquisition of Refinery Plants
|
—
|
(1,062)
|
—
|
—
|
(1,062)
|
|
Balance
at 31 December 2007
|
86,702
|
38,175
|
64,797
|
68,758
|
258,432
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Liu
Yun
|
Chairman
|
Director,
President
|
Director,
Senior Vice President
|
Head
of Corporate Finance
|
(Authorised
representative)
|
and
Chief Financial Officer
|
Department
|
1
|
STATUS
OF THE COMPANY
|
|
China
Petroleum & Chemical Corporation (the “Company”) was established on 25
February 2000 as a joint stock limited
company.
|
|
According to
the State Council’s approval to the “Preliminary Plan for the
Reorganisation of China Petrochemical Corporation” ( the
“Reorganisation”), the Company was established by China Petrochemical
Corporation (“Sinopec Group Company”), which transferred its core
businesses together with the related assets and liabilities at 30
September 1999 to the Company. Such assets and liabilities had been valued
jointly by China United Assets Appraisal Corporation, Beijing Zhong Zheng
Appraisal Company, CIECC Assets Appraisal Corporation and Zhong Fa
International Properties Valuation Corporation (“registered valuers”). The
net asset value was determined at RMB 98,249,084,000. The valuation was
reviewed and approved by the Ministry of Finance (the “MOF”) (Cai Ping Zi
[2000] No. 20 “Comments on the Review of the Valuation Regarding the
Formation of a Joint Stock Limited Company by China Petrochemical
Corporation”).
|
|
In addition,
pursuant to the notice Cai Guan Zi [2000] No. 34 “Reply to the Issue
Regarding Management of State-Owned Equity by China Petroleum and Chemical
Corporation” issued by the MOF, 68.8 billion domestic state-owned shares
with a par value of RMB 1.00 each were issued to Sinopec Group Company,
the amount of which is equivalent to 70% of the above net asset value
transferred from Sinopec Group Company to the Company in connection
with the Reorganisation.
|
|
Pursuant to
the notice Guo Jing Mao Qi Gai [2000] No. 154 “Reply on the Formation of
China Petroleum and Chemical Corporation”, the Company obtained the
approval from the State Economic and Trade Commission on 21 February 2000
for the formation of a joint stock limited
company.
|
|
The Company
took over the exploration, development and production of crude oil and
natural gas, refining, chemicals and related sales and marketing business
of Sinopec Group Company after the establishment of the
Company.
|
|
The Company
and its subsidiaries (the “Group”) engage in the oil and gas and chemical
operations and businesses,
including:
|
|
(1)the
exploration, development and production of crude oil and natural
gas;
|
|
(2)the
refining, transportation, storage and marketing of crude oil and petroleum
product; and
|
|
(3)the
production and sale of chemicals.
|
|
Pursuant to
the resolution passed at the Directors’ meeting on 28 December 2007, the
Group acquired the equity interests of Zhanjiang Dongxing Petrochemical
Company Limited, Sinopec Hangzhou Oil Refinery Plant, Yangzhou
Petrochemical Plant, Jiangsu Taizhou Petrochemical Plant and Sinopec
Qingjiang Petrochemical Company Limited (collectively “Refinery Plants”)
from Sinopec Group Company, for a total cash consideration of RMB 2,468
million (hereinafter referred to as the “Acquisition of Refinery
Plants”).
|
|
As the Group
and Refinery Plants are under the common control of Sinopec Group Company,
the Acquisition of Refinery Plants are considered as “combination of
entities under common control”. The financial position as at 31 December
2006 and results of operation for the year ended 31 December 2006 and
before previously reported by the Group have been restated to include the
results of Refinery Plants.
|
2007
RMB
millions
|
|
Revenue
|
23,957
|
Net
loss
|
(205)
|
Net cash
outflows
|
(51)
|
The financial
position of Refinery Plants as at 31 December 2007 (acquisition date) and
2006 is as follows:
|
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Current
assets
|
4,043
|
4,313
|
Non-current
assets
|
3,921
|
3,695
|
Current
liabilities
|
6,135
|
6,108
|
Non-current
liabilities
|
68
|
32
|
Shareholders’
equity (Including minority interests)
|
1,761
|
1,868
|
2
|
BASIS
OF PREPARATION
|
|
Effective
from 1 January 2007, the financial statements of the Company have been
prepared on an accrual basis in accordance with the accounting policies in
Note 3.
|
(1)
|
Statement
of Compliance with the Accounting Standards for Business Enterprises
(“ASBE”)
|
|
The financial
statements have been prepared in accordance with the requirements of ASBE
(2006) issued by the MOF. These financial statements present truly and
completely the consolidated financial position and financial position, the
consolidated results of operations and results of operations and the
consolidated cashflows and cashflows of the
Group.
|
|
These
financial statements also comply with the disclosure requirements of
“Regulation on the Preparation of Information Disclosures of Companies
Issuing Public Shares, No.15: General Requirements for Financial Reports”
revised by the China Securities Regulatory Commission (“CSRC”) in
2007.
|
(2)
|
Accounting
year
|
|
The
accounting year of the Group is from 1 January to 31
December.
|
(3)
|
Measurement
basis
|
|
The financial
statements of the Group have been prepared under the historical cost
convention, except for the assets and liabilities set out
below:
|
|
—available-for-sale
financial assets (see Note 3(11))
|
|
—convertible
bonds (see Note 3(11))
|
(4)
|
Reporting
currency
|
|
The Company’s
and most of its subsidiaries’ reporting currency are Renminbi. The Group’s
consolidated financial statements are presented in
Renminbi.
|
3
|
SIGNIFICANT
ACCOUNTING POLICIES
|
(1)
|
Business
combination and consolidated financial
statements
|
(a)
|
Business
combination involving entities under common
control
|
|
A business
combination involving entities or businesses under common control is a
business combination in which all of the combining entities or businesses
are ultimately controlled by the same party or parties both before and
after the business combination, and that control is not transitory. The
assets and liabilities that the acquirer receives in the acquisition are
accounted for at the acquiree’s carrying amount on the acquisition date.
The difference between the carrying amount of the acquired net assets
obtained and the carrying amount of the consideration paid for the
acquisition (or the total nominal value of shares issued) is
recognised in the share premium of capital reserve, or the retained
profits in case of any shortfall in the share premium of capital reserve.
The acquisition date is the date on which the acquirer effectively obtains
control of the acquiree.
|
(b)
|
Business
combination involving entities not under common
control
|
|
A business
combination involving entities or businesses not under common control is a
business combination in which all of the combining entities or businesses
are not ultimately controlled by the same party or parties both before and
after the business combination. The cost of a business combination paid by
the Group is the aggregate of the fair value at the acquisition date of
assets given, liabilities incurred or assumed, and equity securities
issued by the Group, in exchange for control of the acquiree plus any cost
directly attributable to the business combination. Difference between the
fair value and carrying amount of disposed asset is recognised in the
income statement for the period. The acquisition date is the date on which
the Group effectively obtains control of the
acquiree.
|
|
The Group
allocates the cost of a business combination on the acquisition date and
recognises the fair value of the acquiree’s various identifiable assets,
liabilities or contingent liabilities as they are
acquired.
|
|
The excess of
the cost of business combination over the fair value of the identifiable
net assets acquired is recognised as goodwill (Note
3(9)).
|
|
When the cost
of business combination is less than the fair value of the identifiable
net assets acquired, the difference is charged to the income
statement.
|
|
|
3
|
SIGNIFICANT
ACCOUNTING POLICIES
(Continued)
|
|
|
(1)
|
Business combination and
consolidated financial statements
(Continued)
|
(c)
|
Consolidated
financial statements
|
|
The
consolidated financial statements comprise the Company and its
subsidiaries. Control is the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights, such as warrants and
convertible bonds, that are currently exercisable or convertible, are
taken into account. The financial statements of subsidiaries are included
in the consolidated financial statements from the date that control
commences until the date that control
ceases.
|
|
Where the
Company combines a subsidiary during the reporting period through a
business combination involving entities under common control, the
financial statements of the subsidiary are included in the consolidated
financial statements as if the combination had occurred at the beginning
of the earliest comparative period presented or, if later, at the date
that common control was established. Therefore the opening balances and
the comparative figures of the consolidated financial statements are
restated. In the preparation of the consolidated financial statements, the
subsidiary’s assets, liabilities and results of operations are included in
the consolidated balance sheet and the consolidated income statement,
respectively, based on their carrying amounts in the subsidiary’s
financial statements, from the date that common control was
established.
|
|
Where the
Company acquires a subsidiary during the reporting period through a
business combination involving entities not under common control, the
identifiable assets, liabilities and results of operations of the
subsidiaries are consolidated into consolidated financial statements from
the date that control commences, base on the fair value of those
identifiable assets and liabilities at the acquisition
date.
|
|
Minority
interest is presented separately in the consolidated balance sheet within
equity. Net profit or loss attributable to minority shareholders is
presented separately in the consolidated income statement below the net
profit line item.
|
|
Where the
amount of losses attributable to the minority shareholders of a subsidiary
exceeds the minority shareholders’ portion of the equity of the
subsidiary, the excess, and any further losses attributable to the
minority shareholders, are allocated against the equity attributable to
the Company except to the extent that the minority shareholders have a
binding obligation under the articles of association or an agreement and
are able to make additional investment to cover the losses. If the
subsidiary subsequently reports profits, such profits are allocated to the
equity attributable to the Company until the minority shareholders’ share
of losses previously absorbed by the Company has been
recovered.
|
|
Where the
accounting policies and accounting period adopted by the subsidiaries are
different from those adopted by the Company, adjustments are made to the
subsidiaries’ financial statements according to the Company’s accounting
policies and accounting period. Intra-group balances and transactions, and
any unrealised profit or loss arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements. Unrealised
losses resulting from intra-group transactions are eliminated in the same
way as unrealised gains but only to the extent that there is no evidence
of impairment.
|
(2)
|
Translation
of foreign currencies
|
|
Foreign
currency transactions are on initial recognition, translated into Renminbi
at the spot exchange rates quoted by the People’s Bank of China (“PBOC
rates”) at the transaction dates.
|
|
Foreign
currency monetary items are translated at the PBOC rates at the balance
sheet date. Exchange differences, except for those directly related to the
acquisition, construction or production of qualified assets (see Note
3(17)), are recognised as income or expenses in the income statement.
Non-monetary items denominated in foreign currency measured at historical
cost are not translated. Non-monetary items denominated in foreign
currency that are measured at fair value are translated using the exchange
rates at the date when the fair value was determined. The difference
between the translated amount and the original currency amount is
recognised as capital reserve, if it is classified as
available-for-sale financial assets; or charged to the income statement if
it is measured at fair value through profit or
loss.
|
|
The assets
and liabilities of foreign operation are translated to Renminbi at the
spot exchange rates at the balance sheet date. The equity items, excluding
“Retained profits”, are translated into Renminbi at the spot exchange
rates at the transactions dates. The income and expenses of foreign
operation are translated into Renminbi at the spot exchange rates on the
transaction dates. The resulting exchange differences are separately
presented in the balance sheet within equity. Upon disposal of a foreign
operation, the cumulative amount of the exchange differences recognised in
which relate to that foreign operation is transferred to income statement
in the period in which the disposal
occurs.
|
(3)
|
Cash
and cash equivalents
|
|
Cash and cash
equivalents comprise cash on hand, demand deposits, short-term and highly
liquid investments which are readily convertible into known amounts of
cash and are subject to an insignificant risk of change in
value.
|
(4)
|
Inventories
|
|
Inventories
are stated at the lower of cost and net realisable
value.
|
|
Cost includes
the cost of purchase and processing, and other cost. Inventories are
stated at cost upon acquisition. The cost of inventories is calculated
using the weighted average method. In addition to the cost of purchase of
raw material, work in progress and finished goods include direct labour
and an appropriate allocation of manufacturing overhead
costs.
|
|
Any excess of
the cost over the net realisable value of each item of inventories is
recognised as a provision for diminution in the value of inventories. Net
realisable value is the estimated selling price in the normal course of
business less the estimated costs to completion and the estimated expenses
and related taxes to make the sale.
|
|
Consumables,
packaging and other ancillary materials are expensed or recognised as the
costs of related assets when being
consumed.
|
|
Inventories
are recorded by perpetual method.
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(5)
|
Long-term
equity investments
|
(a)
|
Investment
in subsidiaries
|
|
In the
Group’s consolidated financial statements, investment in subsidiaries are
accounted for in accordance with the principles described in Note
3(1)(c).
|
|
In the
Company’s financial statements, investments in subsidiaries are accounted
for using the cost method. The investments are stated at cost less
impairment losses (Note 3(10)) in the balance sheet. At initial
recognition, such investments are measured as
follows:
|
|
The initial
investment cost of a long-term equity investment obtained through a
business combination involving entities under common control is the book
value of the acquired entities’ net asset at the combination date. The
difference between the initial investment cost and the carrying amounts of
the consideration given is adjusted to share premium in capital reserve.
If the balance of the share premium is insufficient, any excess is
adjusted to retained profits.
|
|
The initial
investment cost of a long-term equity investment obtained through a
business combination involving entities not under common control is the
cost of business combination determined at the acquisition
date.
|
|
An investment
in a subsidiary acquired otherwise than through a business combination is
initially recognised at actual purchase cost if the Group acquires the
investment by cash, or at the fair value of the equity securities issued
if an investment is acquired by issuing equity securities, or at the value
stipulated in the investment contract or agreement if an investment is
contributed by investors.
|
(b)
|
Investment
in jointly controlled entities and
associates
|
|
A jointly
controlled entity is an entity of which the Group can exercise joint
control with other venturers. Joint control represents the contractual
agreement of sharing of control over the entity’s economic activities,
limited to economic activities related to significant financial and
operating policies that require agreement of all
venturers.
|
|
An associate
is an entity of which the Group has significant influence. Significant
influence represents the right to participate in the financial and
operating policy decisions of the investee but is not control or joint
control over the establishment of these
policies.
|
|
An investment
in a jointly controlled entity or an associate is accounted for using the
equity method, unless the investment is classified as held for sale. The
investment is classified as held for sale when the Group has made a
decision and signed a non-cancellable agreement on the transfer of the
investment with the transferee, and the transfer is expected to be
completed within one year. The investment held for sale is measured at the
lower of its carrying amount and fair value less costs to sell. Any excess
of its carrying amount over fair value less costs to sell is recognised as
a provision for impairment loss of the
investment.
|
|
Impairment
losses on investment in jointly controlled entities and associates are
measured according to Note 3(10).
|
|
The initial
cost of investment in jointly controlled entities and associates is stated
at the consideration paid if the investment is made in cash, or at the
fair value of the non-monetary assets exchanged for the investment. The
difference between the fair value of the non-monetary assets being
exchanged and its carrying amount is charged to the income
statement.
|
|
The Group’s
accounting treatments when adopting the equity method
include:
|
|
Where the
initial investment cost of a long-term equity investment exceeds the
Group’s interest in the fair value of the investee’s identifiable net
assets at the time of acquisition, the investment is initially recognised
at the initial investment cost. Where the initial investment cost is
less than the Group’s interest in the fair value of the investee’s
identifiable net assets at the time of acquisition, the investment is
initially recognised at the investor’s share of the fair value of the
investee’s identifiable net assets, and the difference is charged to
income statement.
|
|
After the
acquisition of the investment, the Group recognises its share of the
investee’s net profits or losses, as investment income or losses, and
adjusts the carrying amount of the investment accordingly. Once the
investee declares any cash dividends or profits distributions, the
carrying amount of the investment is reduced by that attributable to the
Group.
|
|
The Group
recognises its share of the investee’s net profits or losses after making
appropriate adjustments to align the accounting policies or accounting
periods with those of the Group based on the fair values of the investee’s
individual separately identifiable assets at the time of acquisition.
Unrealised profits and losses resulting from transactions between the
Group and its associates or jointly controlled entities are eliminated for
the part attributable to the Group calculated based on its share of the
associates or jointly controlled entities. Unrealised losses resulting
from transactions between the Group and its associates or jointly
controlled entities are eliminated in the same way as unrealised gains but
only to the extent that there is no evidence of
impairment.
|
|
The Group
discontinues recognising its share of net losses of the investee after the
carrying amount of the long-term equity investment and any long-term
interest that in substance forms part of the Group’s net investment in the
associate or the jointly controlled entity is reduced to zero, except to
the extent that the Group has an obligation to assume additional losses.
Where net profits are subsequently made by the associate or jointly
controlled entity, the Group resumes recognising its share of those
profits only after its share of the profits exceeds the share of losses
not recognised.
|
(c)
|
Other
long-term equity investments
|
|
Other
long-term equity investments refer to investments for which the Group does
not have the rights to control, have joint control or exercise significant
influence over the investees, and for which the investments are not quoted
in an active market and their fair value can not be reliably
measured.
|
|
The initial
investment cost in these entities is originally recognised in the same way
as the initial investment cost and measurement principles for investment
in jointly controlled entities and associates, and subsequently accounted
for under the cost method. As at the balance sheet date, the Group makes
provision for impairment losses on such investments according to Note
3(10).
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(6)
|
Fixed
assets and construction in progress
|
|
Fixed assets
represent the tangible assets held by the Group using in the production of
goods, rendering of services and for operation and administrative purposes
with useful life over 1 year.
|
|
Fixed assets
are stated in the balance sheet at cost less accumulated depreciation and
impairment losses (see Note 3(10)). Construction in progress is stated in
the balance sheet at cost less impairment losses (see Note
3(10)).
|
|
The cost of a
purchased fixed asset comprises the purchase price, related taxes, and any
directly attributable expenditure for bringing the asset to working
condition for its intended use. The cost of self-constructed assets
includes the cost of materials, direct labour, capitalised borrowing costs
(see Note 3(17)), and any other costs directly attributable to bringing
the asset to working condition for its intended use. Costs of dismantling
and removing the items and restoring the site on which the related assets
located are included in the initial
cost.
|
|
Construction
in progress is transferred to fixed assets when the asset is ready for its
intended use. No depreciation is provided against construction in
progress.
|
|
Where the
individual component parts of an item of fixed asset have different useful
lives or provide benefits to the Group in different patterns thus
necessitating use of different depreciation rates or methods, they are
recognised as a separate fixed
asset.
|
|
The
subsequent costs including the cost of replacing part of an item of fixed
assets are recognised in the carrying amount of the item if the
recognition criteria are satisfied, and the carrying amount of the
replaced part is derecognised. The costs of the day-to-day servicing of
fixed assets are recognised in income statement as
incurred.
|
|
Gains or
losses arising from the retirement or disposal of an item of fixed asset
are determined as the difference between the net disposal proceeds and the
carrying amount of the item and are recognised in income statement on the
date of retirement or disposal.
|
|
Fixed assets
are depreciated using the straight-line method over their estimated useful
lives. The estimated useful lives and the estimated rate of residual
values for the respective classes of fixed assets are as
follows:
|
Estimated
useful
life
|
Estimated
rate
of residual
value
|
||
Plant and
buildings
|
15-45
years
|
3%-5%
|
|
Oil and gas
properties
|
10-14
years
|
0%-3%
|
|
Machinery,
equipment, vehicles and others
|
4-18
years
|
3%
|
|
Oil depots
and storage tanks
|
8-14
years
|
3%
|
|
Service
stations
|
25
years
|
3%-5%
|
|
Useful lives,
residual values and depreciation methods are reviewed at at least each
year end.
|
(7)
|
Oil
and gas properties
|
|
Costs of
development wells and related support equipment are capitalised. The cost
of exploratory wells is initially capitalised as construction in progress
pending determination of whether the well has found proved reserves.
Exploratory well costs are charged to expenses upon the determination that
the well has not found proved reserves. However, in the absence of a
determination of the discovery of proved reserves, exploratory well costs
are not carried as an asset for more than one year following completion of
drilling. If, after one year has passed, a determination of the discovery
of proved reserves cannot be made, the exploratory well costs are impaired
and charged to expense. All other exploration costs, including geological
and geophysical costs, are charged to the income statement in the period
as incurred.
|
|
Gains and
losses on the disposal of proved oil and gas properties are not recognised
unless the disposal encompasses an entire property. The proceeds on such
disposals are credited to the carrying amounts of oil and gas
properties.
|
|
The Group
estimates future dismantlement costs for oil and gas properties with
reference to engineering estimates after taking into consideration the
anticipated method of dismantlement required in accordance with the
industry practices. These estimated future dismantlement costs are
discounted at credit-adjusted risk-free rate and are capitalised as oil
and gas properties, which are subsequently amortised as part of the costs
of the oil and gas properties.
|
(8)
|
Intangible
assets
|
|
Intangible
assets, where the estimated useful life is finite, are stated in the
balance sheet at cost less accumulated amortisation, where the estimated
useful life is finite and provision for impairment losses (see Note
3(10)). The cost of intangible assets less residual value and impairment
losses is amortised on a straight-line basis over the expected useful
lives.
|
|
An intangible
asset is regarded as having an indefinite useful life and is not amortised
when there is no foreseeable limit to the period over which the asset is
expected to generate economic benefits for the
Group.
|
|
Intangible
assets include exploration and production rights. Exploration and
production rights are amortised on a straight-line basis over the average
period of the production rights of the related oil
fields.
|
(9)
|
Goodwill
|
|
Goodwill
represents the excess of cost of business combination over the Group’s
interest in the fair value of the identifiable net assets of the acquiree
under the business combination involving entities not under common
control.
|
|
Goodwill
arising on the acquisition of a minority interest in a subsidiary
represents the excess of the cost of the additional investment over the
carrying amount of the net asset acquired at the date of
exchange.
|
|
Goodwill is
not amortised and is stated at cost less accumulated impairment losses
(see Note 3 (10)). On disposal of an asset group or a set of asset groups,
any attributable amount of purchased goodwill is included in the
calculation of the profit or loss on
disposal.
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(10)
|
Impairment
of non-financial long-term assets
|
|
Internal and
external sources of information are reviewed at each balance sheet date
for indications that the following assets, including fixed assets,
construction in progress, goodwill, intangible assets and investments in
subsidiaries, associates and jointly controlled entities may be
impaired.
|
|
Assets are
tested for impairment whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable. The recoverable
amounts of goodwill and intangible assets with uncertain useful lives are
estimated annually no matter there are any indications of impairment.
Goodwill is tested for impairment together with related asset units or
groups of asset units.
|
|
An asset unit
is the smallest identifiable group of assets that generates cash inflows
largely independent of the cash inflows from other assets or groups of
assets. An asset unit comprises related assets that generate associated
cash inflows. In identifying an asset unit, the Group primarily considers
whether the asset unit is able to generate cash inflows independently as
well as the management style of production and operational activities, and
the decision for the use or disposal of
asset.
|
|
The
recoverable amount is the greater of the fair value less costs to sell and
the present value of expected future cash flows generated by the asset (or
asset unit, set of asset units).
|
|
Fair value
less costs to sell of an asset is based on its selling price in an arm’s
length transaction less any direct costs attributable to the disposal.
Present value of expected future cash flows is an estimation of future
cash flows to be generated from the use of and upon disposal of the asset,
discounted at an appropriate pre-tax discount rate over the assets
remaining useful life.
|
|
If the
recoverable amount of an asset is less than its carrying amount, the
carrying amount is reduced to the recoverable amount. The amount by which
the carrying amount is reduced is recognised as an impairment loss in the
income statement. A provision for impairment loss of the asset is
recognised accordingly. Impairment losses related to an asset unit or a
set of asset units first reduce the carrying amount of any goodwill
allocated to the asset unit or set of asset units, and then reduce the
carrying amount of the other assets in the asset unit or set of asset
units on a pro rata basis. However, that the carrying amount of an
impaired asset will not be reduced below the higher of its individual fair
value less costs to sell (if determinable) and the present value of
expected future cash flows (if
determinable).
|
|
Impairment
losses for assets are not reversed.
|
(11)
|
Financial
Instruments
|
|
Financial
instruments of the Group include cash and cash equivalents, bond
investments, equity securities other than long-term equity investments,
receivables, payables, loans, bonds payable and share capital,
etc.
|
(a)
|
Recognition
and measurement of financial assets and financial
liabilities
|
|
The Group
recognises a financial asset or a financial liability on its balance sheet
when the Group enters into and becomes a party to the underlining contract
of the financial instrument.
|
|
The Group
classifies financial assets and liabilities into different categories at
initial recognition based on the purpose of acquiring assets and assuming
liabilities: financial assets and financial liabilities at fair value
through profit or loss, loans and receivables, held-to-maturity
investments, available-for-sale financial assets and other financial
liabilities.
|
|
Financial
assets and financial liabilities are initially recognised at fair value.
For financial asset or financial liability of which the change in its fair
value is recognised in income statement, the relevant transaction cost is
recognised in the income statement. The transaction costs for other
financial assets or financial liabilities are included in the initially
recognised amount. Subsequent to initial recognition financial assets and
liabilities are measured as
follows:
|
|
—Financial
asset or financial liability with change in fair value recognised in the
income statement (including financial asset or financial liability held
for trading)
|
|
Financial
assets, financial liabilities and derivative instruments held by the Group
for the purpose of selling or repurchasing in short term. These financial
instruments are initially measured at fair value with subsequently changes
in fair value recognised in income
statement.
|
|
—Receivables
|
|
Receivables
are non-derivative financial assets with fixed or determinable recoverable
amount and with no quoted price in active market. After the initial
recognition, receivables are measured at amortised cost using the
effective interest rate method.
|
|
—Held-to-maturity
investment
|
|
Held-to-maturity
investment includes non-derivative financial assets with fixed or
determinable recoverable amount and fixed maturity that the Group has the
positive intention and ability to hold to
maturity.
|
|
After the
initial recognition, held-to-maturity investments are stated at amortised
cost using the effective interest rate
method.
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(11)
|
Financial
Instruments
(Continued)
|
|
(a)
Recognition and measurement of financial assets and financial
liabilities
(Continued)
|
|
—Available-for-sale
financial assets
|
|
Available-for-sale
financial assets include non-derivative financial assets that are
designated as available for sales and other financial assets which do not
fall into any of the above categories. Investments in equity instruments
that do not have quoted market prices in active markets and whose fair
value cannot be reliably measured are stated at
cost.
|
|
Other than
the above equity instrument investments whose the fair values cannot be
measured reliably, other available-for-sale financial assets are initially
stated at fair values. The gains or losses arising from changes in the
fair value are directly recognised in equity, except for the impairment
losses and exchange differences from monetary financial assets denominated
in foreign currencies, which are recognised in the income statement. The
cumulative gains and losses previously recognised in equity are
transferred to the income statement when the available-for-sale financial
assets are derecognised.
|
|
—Other
financial liabilities
|
|
Financial
liabilities other than the financial liabilities at fair value through
profit or loss are classified as other financial
liabilities.
|
|
Among other
financial liabilities, financial guarantees are contracts that require the
issuer (i.e. the guarantor) to make specified payments to reimburse the
beneficiary of the guarantee (the holder) for a loss the holder incurs
because a specified debtor fails to make payment when due in accordance
with the terms of a debt instrument. Where the Group issues a financial
guarantee, subsequent to initial recognition, the guarantee is
measured at the higher of the amount initially recognised less accumulated
amortisation and the amount of a provision determined in accordance with
the principles of contingent liabilities (see Note
3(14)).
|
|
Except for
the other financial liabilities described above, subsequent to initial
recognition, other financial liabilities are measured at amortised cost
using the effective interest
method.
|
(b)
|
Impairment
of financial assets
|
|
The carrying
amount of financial assets (except those financial assets stated at fair
value with changes in the fair values charged to income statement) are
reviewed at each balance sheet date to determine whether there is
objective evidence of impairment. If any such evidence exists, impairment
loss is provided.
|
|
—Receivables
and held-to-maturity investments
|
|
Held-to-maturity
investments are assessed for impairment on an individual basis.
Receivables are assessed for impairment both on an individual basis and on
a collective group basis.
|
|
Where
impairment is assessed on an individual basis, an impairment loss in
respect of a receivable or held-to-maturity investment is calculated as
the excess of its carrying amount over the present value of the estimated
future cash flows (exclusive of future credit losses that have not been
incurred) discounted at the original effective interest rate. All
impairment losses are recognised in income
statement.
|
|
The
assessment is made collectively where receivables share similar credit
risk characteristics (including those having not been individually
assessed as impaired), based on their historical loss experiences, and
adjusted by the observative figures reflecting present economic
conditions.
|
|
Impairment
loss on receivables and held-to-maturity investments is reversed in the
income statement if evidence suggests that the financial assets’ carrying
amounts have increased and the reason for the increase is objectively as a
result of an event occurred after the recognition of the impairment loss.
The reversed carrying amount shall not exceed the amortised cost if the
financial assets had no impairment
recognised.
|
|
—Available-for-sale
financial assets and other long-term equity
investments
|
|
Available-for-sale
financial assets are assessed for impairment on an individual
basis.
|
|
When
available-for-sale financial assets are impaired, despite not
derecognised, the cumulative losses resulted from the decrease in fair
value which had previously been recognised directly in shareholders’
funds, are reversed and charged to income
statement.
|
|
Impairment
loss of available-for-sale debt instrument is reversed, if the reason for
the subsequent increase in fair value is objectively as a result of an
event occurred after the recognition of the impairment loss. Impairment
loss for available-for-sale equity instrument is not reversed through
income statement.
|
|
For other
long-term equity investments (see Note 3(5)(c)), the amount of the
impairment loss is stated as the difference between the carrying amount of
the investment and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial
asset. Such impairment loss is not
reversed.
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(11)
|
Financial Instruments
(Continued)
|
(c)
|
Determination
of fair value
|
|
Fair value of
financial asset or financial liability is determined with reference to
quoted market price in active market without adjusting for transaction
costs that may be incurred upon future disposal or settlement is used to
establish the fair value of financial asset or financial liability. For a
financial asset held or a financial liability to be assumed, the quoted
price is the current bid price and, for a financial asset to be acquired
or a financial liability assumed, it is the current asking
price.
|
|
If no active
market exists for a financial instrument, a valuation technique is used to
establish the fair value. Valuation techniques include using arm’s length
market transactions between knowledge, willing parties; reference to the
current fair value of other instrument that is substantially the same;
discounted cash flows and option pricing model. The Group calibrates the
valuation technique and tests it for validity
periodically.
|
(d)
|
Convertible
bonds
|
|
Convertible
bonds issued with a cash settlement option and other embedded derivative
features are split into liability and derivative
components.
|
|
At initial
recognition, the derivative component of the convertible bonds is measured
at fair value. Any excess of proceeds over the amount initially recognised
as the derivative component is recognised as the liability component.
Transaction costs that relate to the issue of the convertible bonds are
allocated to the liability and derivative components in proportion to the
allocation of proceeds. The portion of the transaction costs relating to
the liability component is recognised initially as part of the liability.
The portion relating to the derivative component is recognised immediately
as an expense in the income
statement.
|
|
The
derivative component is subsequently remeasured at each balance sheet date
and any gains or losses arising from change in the fair value are
recognised in the income statement. The liability component is
subsequently carried at amortised cost until extinguished on conversion or
redemption. The interest expense recognised in the income statement on the
liability component is calculated using the effective interest method.
Both the liability and the related derivative components are presented
together for financial statements reporting
purposes.
|
|
If the
convertible bonds are converted, the carrying amounts of the derivative
and liability components are transferred to share capital and share
premium as consideration for the shares issued. If the convertible bonds
are redeemed, any difference between the amount paid and the carrying
amounts of both components is recognised in the income
statement.
|
(e)
|
Derecognition
of financial assets and financial
liabilities
|
|
The Group
derecognises a financial asset when the contractual right to receive cash
flows from the financial asset expires, or where the Group transfers
substantially all risks and rewards of
ownership.
|
|
On
derecognition of a financial asset, the difference between the following
amounts is recognised in income
statement:
|
|
—the carrying
amounts; and
|
|
—the sum of
the consideration received and any cumulative gain or loss that had been
recognised directly in equity.
|
|
Where the
obligations for financial liabilities are completely or partially
discharged, the entire or part of financial liabilities are
derecognised.
|
(f)
|
Equity
instruments
|
|
An equity
instrument is a contract that the holder of which entitles the Company’s
residual assets.
|
|
The
consideration received from the issue of equity instruments less
transaction costs is recognised in share capital and capital
reserve.
|
|
The
consideration paid for the repurchase of the Company’s issued equity
instruments plus the associated transaction costs is charged to the
shareholders’ equity.
|
|
|
3
|
SIGNIFICANT ACCOUNTING
POLICIES
(Continued)
|
(12)
|
Employee
benefits
|
|
Employee
benefits include various payments and other related expenses paid in
exchange for services rendered by employees. When an employee has rendered
service to the Group during an accounting period, the Group shall
recognise the employee benefits payable (other than termination benefits)
as a liability and charged to the cost of an asset or as an expense in the
same time.
|
(a)
|
Retirement
benefits
|
|
Pursuant to
the relevant laws and regulations in the PRC, the Group participates in
various defined contribution retirement plans organised by the respective
divisions in municipal and provincial governments for its staff. The Group
is required to make contributions to the retirement plans in accordance
with the contribution rates and basis as defined by the municipal and
provincial governments. The contributions are charged to the income
statement on an accrual basis. When employees retire, the respective
divisions are responsible for paying their basic retirement benefits. The
Group does not have any other obligations in this
respect.
|
(b)
|
Housing
fund and other social insurance
|
|
In addition
to retirement benefits, the Group makes contributions to housing fund and
other social insurance such as basic medical insurance, unemployment
insurance, work injury insurance and maternity insurance, etc. for its
employees in accordance with the relevant rules and regulations. The Group
makes monthly contributions to the housing fund and the above insurance
based on the applicable rates based on the employees’ salaries. The
contributions are charged to the income statement on an accrual
basis.
|
(c)
|
Termination
benefits
|
|
The Group
recognises termination benefits if it decides to terminate an employee’s
employment before the employment contract has expired, or makes an offer
to an employee for voluntary redundancy. The termination benefits, which
are the liabilities payable on termination, are recognised in the income
statement when both of the following conditions have been
satisfied:
|
|
—the Group
has a detailed formal plan for the termination of employment or makes an
offer to employees for voluntary redundancy, which will be implemented
shortly; and
|
|
—the Group is
not allowed to withdraw from the termination or voluntary redundancy being
offered unilaterally.
|
(13)
|
Income
tax
|
|
Current tax
and deferred tax are recognised in the income statement except to the
extent that they relate to items recognised directly in equity, in which
case, they are recognised in
equity.
|
|
Current tax
is the expected tax payable calculated at the applicable tax rate on
taxable income for the year, and any adjustment to tax payable in respect
of previous year.
|
|
Deferred tax
assets and liabilities are recognised based on deductible temporary
differences and taxable temporary differences respectively. Temporary
difference is the difference between the carrying amounts of assets and
liabilities and their tax bases including unused tax losses and unused tax
credits able to be utilised in subsequent years. Deferred tax assets are
recognised to the extent that it is probable that future taxable income
will be available to offset deductible temporary
differences.
|
|
Temporary
differences arise in a transaction, which is not a business combination,
and at the time of transaction, does not affect accounting profit or
taxable profit (or unused tax losses), will not result in deferred tax.
Temporary differences arising from the initial recognition of goodwill
will not result in deferred tax.
|
|
The amounts
of deferred tax assets and liabilities are recognised based on the
expected manner of realisation or settlement of the carrying amount of the
assets and liabilities using tax rates enacted and relevant tax laws at
the balance sheet date.
|
(14)
|
Provisions
and contingent liabilities
|
|
Provisions
are recognised when the Group has a present obligation as a result of a
contingent event, it is probable that an outflow of economic benefits will
be required to settle the obligations and a reliable estimate can be made.
Where the effect of time value of money is material, provisions are
determined by discounting the expected future cash
flows.
|
|
In terms of a
possible obligation resulting from a past transaction or event, whose
existence will only be confirmed by the occurrence or non-occurrence of
future events, or a present obligation resulting from a past transaction
or event, where it is not probable that the settlement of the above
obligation will cause an outflow of economic benefits, or the amount
of the outflow cannot be estimated reliably, the possible or present
obligation is disclosed as a contingent
liability.
|
|
Provisions
for future dismantlement costs are initially recognised based on the
present value of the future costs expected to be incurred in respect of
the Group’s expected dismantlement and abandonment costs at the end of
related oil and gas exploration and development activities. Any subsequent
change in the present value of the estimated costs, other than the change
due to passage of time which is regarded as interest costs, is reflected
as an adjustment to the provision of oil and gas
properties.
|
|
A provision
for onerous contracts is recognised when the economic benefits to be
derived by the Group from a contract are lower than the unavoidable cost
of meeting its obligations under the contract. The provision is measured
at the present value of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the
contract.
|
|
3SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
15)
|
(Revenue
recognition
|
|
Revenue is
the total inflow of economic benefits generated from the Group’s normal
activities, which causes shareholders’ equity to increase but is unrelated
to shareholder’s injection of capital. Revenue is recognised in the income
statement when it is probable that the economic benefits will flow to the
Group, the revenue and costs can be measured reliably and the following
respective conditions are met:
|
(a)
|
Revenues
from sales of goods
|
|
Revenue from
the sales of goods is recognised when all of the general conditions stated
above and following conditions are
satisfied:
|
|
—the
significant risks and rewards of ownership and title have been transferred
to buyers
|
|
—the Group
does not retain the management rights, which is normally associated with
owner, on goods sold and has no control over the goods
sold.
|
|
Revenue from
the sale of goods is measured at fair value of the considerations received
or receivable under the sales contract or
agreement.
|
(b)
|
Revenues
from rendering services
|
|
When the
outcome of a transaction involving the rendering of services can be
estimated reliably at the balance sheet date, revenue from rendering of
services is recognised in the income statement by reference to the stage
of completion of the transaction based on the proportion of services
performed to date to the total services to be
performed.
|
|
When the
outcome of rendering the services cannot be estimated reliably, revenues
are recognised only to the extent that the costs incurred are expected to
be recoverable. If the costs of rendering of services are not expected to
be recoverable, the costs are charged to the income statement when
incurred, and revenues are not
recognised.
|
(c)
|
Interest
income
|
|
Interest
income is recognised on a time proportion basis with reference to the
principal outstanding and the applicable effective interest
rate.
|
(16)
|
Government
grants
|
|
Government
grants are the gratuitous monetary assets or non-monetary assets that the
Group receives from the government, excluding capital injection by the
government as an investor. Special funds such as investment grants
allocated by the government, if clearly defined in official documents as
part of “capital reserve” are dealt with as capital contributions, and not
regarded as government grants.
|
|
Government
grants are recognised when there is reasonable assurance that the grants
will be received and the Group is able to comply with the conditions
attaching to them. Government grants in the form of monetary assets are
recorded based on the amount received or receivable, whereas non-monetary
assets are recorded at fair value.
|
|
Government
grants received in relation to assets are recorded as deferred income, and
recognised evenly in the income statement over the assets’ useful lives.
Government grants received in relation to revenue are recorded as deferred
income, and recognised as income in future periods as compensation when
the associated future expenses or losses arise; or directly recognised as
income in the current period as compensation for past expenses or
losses.
|
(17)
|
Borrowing
costs
|
|
Borrowing
costs incurred on borrowings for the acquisition, construction or
production of qualified assets are capitalised into the cost of the
related assets.
|
|
Except for
the above, other borrowing costs are recognised as financial expenses in
the income statement when incurred.
|
(18)
|
Repairs
and maintenance expenses
|
|
Repairs and
maintenance (including overhauling expenses) expenses are recognised in
the income statement when incurred.
|
(19)
|
Environmental
expenditures
|
|
Environmental
expenditures that relate to current ongoing operations or to conditions
caused by past operations is expensed as
incurred.
|
(20)
|
Research
and development costs
|
|
Research and
development costs are recognised in the income statement when
incurred.
|
(21)
|
Operating
leases
|
|
Operating
lease payments are charged as expenses on a straight-line basis over the
period of the respective leases.
|
(22)
|
Dividends
|
|
Dividends and
distributions of profits proposed in the profit appropriation plan which
will be authorised and declared after the balance sheet date, are not
recognised as a liability at the balance sheet date and are separately
disclosed in the notes to the financial
statements.
|
|
3SIGNIFICANT ACCOUNTING POLICIES
(Continued)
|
(23)
|
Related
parties
|
|
Parties are
considered to be related to the Group if the Group controls, jointly
controls or exercises significant influence over another party, or vice
versa, or where the Group and the party are subject to common control,
joint control or significant influence from another party. Related parties
may be individuals or enterprises. Where enterprises are subject to state
control but are otherwise unrelated, they are not related parties. The
Group’s related parties include but not limited to the
following:
|
|
(a) the
holding company of the Company;
|
|
(b) the
subsidiaries of the Company;
|
|
(c) the
parties that are subject to common control with the
Company;
|
|
(d) investors
which exercise joint control over the
Group;
|
|
(e) investors
which exercise significant influence over the
Group;
|
|
(f) jointly
controlled entities of the Group;
|
|
(g)
associates of the Group;
|
|
(h) the major
individual investors of the Group and a close family member of such
individuals;
|
|
(i) the
member of key management personnel of the Group, and a close family member
of such individuals;
|
|
(j) the
member of key management personnel of the Company’s holding
company;
|
|
(k) close
family member of key management personnel of the Company’s holding
company; and
|
|
(l) an entity
which is under control, joint control or significant influence of major
individual investor, key management personnel or a close family of such
individuals.
|
(24)
|
Segment
reporting
|
|
A business
segment is a distinguishable component of the Group that is engaged in
providing products or services and is subject to risks and rewards that
are different from those of other
segments.
|
4
|
EXPLANATION
ON CHANGES IN SIGNIFICANT ACCOUNTING
POLICIES
|
(1)
|
Changes
in significant accounting policies
|
|
The Group
adopts ASBE (2006) effective from 1 January 2007. Significant accounting
policies are summarised in Note 3.
|
|
The Group has
issued H-shares and the financial statements in prior years were reported
by using the applicable PRC Accounting Rules and Regulations and the
International Financial Reporting Standards (“IFRS”). Pursuant to the
requirements of the “Opinions on the Implementation of the Accounting
Standards for Business Enterprises” (the “Opinions”) and the “China
Accounting Standards Bulletin No.1” (the “Bulletin No.1”), the Group, on
the first day of adopting ASBE (2006), made retrospective adjustments to
those items affected by the change in accounting policies according to the
following principles.
|
|
Where the
principles stipulated in ASBE (2006) differ from those of the applicable
PRC Accounting Rules and Regulations and if the Group had already adopted
these principles in preparing the financial statements in accordance with
the IFRS in prior years, the Group, based on the information used in
preparing the financial statements in accordance with IFRS, made
retrospective adjustments to those items affected by the change in
accounting policies. In addition, retrospective adjustments were made to
other items in accordance with the related requirements of “ASBE 38 –
First time adoption of Accounting Standards for Business Enterprises” and
the Bulletin No.1.
|
|
Except for
the retrospective adjustments made to the following items in accordance
with the requirements of the Opinions, “ASBE 38 – First Time Adoption of
Accounting Standards for Business Enterprises” and the Bulletin No.1,
there were no other retrospective adjustments resulted from the change in
accounting policies.
|
(a)
|
Capitalisation
of general borrowing costs
|
|
Borrowing
costs on general borrowings for the acquisition and construction of fixed
assets, previously recognised in the income statement as incurred, are
capitalised as part of the cost of the qualifying assets when the relevant
conditions could be satisfied. Retrospective adjustments were made to the
carrying amounts of the fixed assets and construction in progress as at 1
January 2007, resulting in an increase in retained
profits.
|
(b)
|
Long-term
equity investment differences
|
|
The excess of
the initial investment cost of investment in jointly controlled entities
and associates under equity method over the Group’s share of equity of the
investee enterprise was amortised on a straight-line basis to the income
statement. Under ASBE (2006), the excess of the initial investment cost of
investment in jointly controlled entities and associates over the fair
value of identifiable net asset acquired is no longer amortised.
Retrospective adjustments were made to the equity investment differences
by reversing the equity investment differences amortised in prior years,
resulting in an increase in retained
profits.
|
(c)
|
Disposal
of oil and gas properties
|
|
Gains or
losses on the retirement or disposal of an individual item of proved oil
and gas property are not recognised unless the retirement or disposal
encompasses an entire oil field. Retrospective adjustments are made to the
losses on such item, which resulted in a corresponding increase in
retained profits, net of
depreciation.
|
4
|
EXPLANATION ON CHANGES IN
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
|
(1)Changes in significant
accounting policies
(Continued)
|
( d)
|
Change
in fair value of available-for-sale financial
assets
|
|
Investments
in available-for-sale financial assets are adjusted to fair value which
are based on the quoted price from active market as at 1 January 2007.
Differences between the carrying amounts and fair value are adjusted
retrospectively with a corresponding increase in
equity.
|
(e)
|
Pre-operating
expenditures
|
|
Pre-operating
expenditures incurred during the start-up period was recorded in long-term
deferred expenses. The whole amount of pre-operating expenditures was
charged to the income statement when operations commence. Under the ASBE
(2006), expenditures on start-up activities are recognised as an expense
when they are incurred. The pre-operating expenditures incurred in prior
years have been charged to retained
profits.
|
(f)
|
Government
grants
|
|
Asset-related
government grants (excluding governmental capital injections for
investment purposes), previously recognised in capital reserve once
complied with the conditions attached, are recognised as deferred income
and charged evenly to the income statements over the related assets’
useful lives. Retrospective adjustments have been made to asset-related
government grants received in prior years which had been recognised in the
capital reserve.
|
(g)
|
Debt
restructuring
|
|
The benefits
from debt restructuring which were recognised in capital reserve
previously, are recognised as non-operating
income.
|
(h)
|
Income
tax
|
|
Due to
retrospective adjustments made to above items (a) to (g), the Group
adjusted the deferred tax effect as at 1 January
2007.
|
(i)
|
Unrecognised
investment losses
|
|
The operating
results of subsidiaries were included in the Group’s consolidated income
statement to the extent that the subsidiaries’ accumulated losses do not
result in their carrying amount being reduced below zero. Under ASBE
(2006), the excess of subsidiaries’ accumulated loss over the carrying
amount is borne by the holding company, unless stated in the articles of
associations or agreement that the minority interest is liable and able to
bear such losses. As at 1 January 2006 and 31 December 2006, unrecognised
investment losses for prior years and for the year are adjusted to
retained profits and net profit.
|
(j)
|
Minority
interests
|
|
In accordance
with ASBE (2006), minority interests are presented in the total
shareholders’ equity, separately from the shareholders’ equity
attributable to the equity shareholders of the Company, leading to an
increase in total shareholders’ equity. Minority interests in the results
of the Group are presented on the face of the consolidated income
statement as an allocation of the net profit between minority interests
and the equity shareholders of the
Company.
|
(k)
|
Investments
in subsidiaries
|
|
The Company’s
investments in subsidiaries were accounted for using the equity method in
prior years. According to the requirement of the Bulletin No.1, the
Company’s investments in subsidiaries are accounted for using the cost
method effective from the acquisition date. Retrospective adjustments made
to the comparative figures of the Company’s financial statements did not
have impact on the consolidated financial statements of the
Group.
|
(l)
|
Investments
in jointly controlled entities
|
|
Investments
in jointly controlled entities, previously accounted for in the
consolidated financial statements on a proportionate consolidation basis,
are accounted for using the equity method. Retrospective adjustments made
to the comparative figures did not have impact on the Group’s net profit
and shareholders’ equity.
|
|
|
4
|
EXPLANATION ON CHANGES IN
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(2)
|
Effects
of changes in significant accounting
policies
|
|
The effects
of the above changes in significant accounting policies on the Group’s net
profit for the year ended 31 December 2006 and the shareholders’ equity in
prior years are summarised as
follows:
|
Note
|
Net
profit for
the
year ended
31
December 2006
RMB
millions
|
The
Group
Shareholders’
equity
as at
31
December 2006
RMB
millions
|
Shareholders’
equity
as at
1
January 2006
RMB
millions
|
|
Net profit
and shareholders’ equity before adjustment
|
50,664
|
254,875
|
215,623
|
|
Capitalisation
of general borrowing costs
|
4(1)(a)
|
525
|
2,636
|
2,111
|
Long-term
equity investment differences
|
4(1)(b)
|
1,158
|
1,358
|
200
|
Disposals of
oil and gas properties
|
4(1)(c)
|
(634)
|
620
|
1,254
|
Change in
fair value of available-for-sale financial assets
|
4(1)(d)
|
—
|
38
|
—
|
Pre-operating
expenditures
|
4(1)(e)
|
703
|
(64)
|
(759)
|
Government
grants
|
4(1)(f)
|
12
|
(576)
|
(588)
|
Debt
restructuring
|
4(1)(g)
|
486
|
—
|
—
|
Income
tax
|
4(1)(h)
|
108
|
(994)
|
(1,106)
|
Unrecognised
investment losses
|
4(1)(i)
|
(627)—
|
—
|
|
Minority
interests
|
4(1)(j)
|
897
|
22,038
|
29,568
|
Total
|
2,628
|
25,056
|
30,680
|
|
Net
profit and shareholders’ equity after adjustment
|
53,292
|
279,931
|
246,303
|
The effects
of the above changes in significant accounting policies on the Company’s
net profit for the year ended 31 December 2006 and the shareholders’
equity in prior years are summarised as follows:
|
|
Note
|
Net
profit for
the
year ended
31
December 2006
RMB
millions
|
The
Company
Shareholders’
equity
as at
31
December 2006
RMB
millions
|
Shareholders’
equity
as at
1
January 2006
RMB
millions
|
|
Net profit
and shareholders’ equity before adjustment
|
50,151
|
256,432
|
216,866
|
|
Capitalisation
of general borrowing costs
|
4(1)(a)
|
525
|
2,636
|
2,111
|
Long-term
equity investment differences
|
4(1)(b)
|
1,158
|
1,358
|
200
|
Disposals of
oil and gas properties
|
4(1)(c)
|
(634)
|
620
|
1,254
|
Change in
fair value of available-for-sale financial assets
|
4(1)(d)
|
—
|
38
|
—
|
Pre-operating
expenditures
|
4(1)(e)
|
703
|
(64)
|
(759)
|
Government
grants
|
4(1)(f)
|
12
|
(576)
|
(588)
|
Income
tax
|
4(1)(h)
|
108
|
(994)
|
(1,106)
|
Unrecognised
investment losses
|
4(1)(i)
|
(141)
|
(735)
|
(594)
|
Investments
in subsidiaries
|
4(1)(k)
|
5,761
|
(42,743)
|
(47,784)
|
Total
|
7,492
|
(40,460)
|
(47,266)
|
|
Net
profit and shareholders’ equity after adjustment
|
57,643
|
215,972
|
169,600
|
In accordance
with Note 4(1), the Group and the Company made retrospective adjustments
to the balance sheet items as at 31 December 2006 and reclassified the
balance sheet items as at 31 December 2006 in accordance to the
requirements of “ASBE 38 – First Time Adoption of Accounting Standards for
Business Enterprises”.
|
|
5
|
TAXATION
|
|
Major types
of tax applicable to the Group and the Company are income tax, consumption
tax, resources tax, value added tax and special oil income
levy.
|
|
On 16 March
2007, the Fifth Plenary Session of the Tenth National People’s Congress
passed the Corporate Income Tax Law of the People’s Republic of China
(“new tax law”), which takes effect on 1 January 2008. According to the
new tax law, a unified corporate income tax rate of 25% is applied to PRC
entities; however certain entities previously taxed at a preferential rate
are subject to a transition period during which their tax rate will
gradually be increased to the unified rate of 25% over a five year period
starting from 1 January 2008.
|
|
Based on the
new tax law, the income tax rate applicable to the Group, except for
certain entities of the Group, is reduced from 33% to 25% from 1 January
2008. Based on a tax notice issued by the State Council on 26 December
2007, the applicable tax rates for entities operating in special economic
zones, which were previously taxed at the preferential rate of 15%, are
18%, 20%, 22%, 24% and 25% for the years ending 31 December 2008, 2009,
2010, 2011 and 2012, respectively. According to the same notice, the
applicable tax rate for entities operating in the western region of the
PRC which were granted a preferential tax rate of 15%, remains at 15% for
the years ending 31 December 2008, 2009 and 2010 and will be increased to
25% from 1 January 2011.
|
|
Consumption
tax is levied on gasoline, diesel, naphtha, solvent oil, lubricant oil,
fuel oil and jet fuel oil at a rate of RMB 277.6 per tonne, RMB 117.6 per
tonne, RMB 277.0 per tonne, RMB 256.4 per tonne, RMB 225.2 per tonne, RMB
101.5 per tonne and RMB 124.6 per tonne respectively. The consumption tax
on jet fuel oil is temporarily exempted while others are temporarily
imposed on 30% of the taxable amounts. Effective from 1 January 2008,
whole amount of consumption tax was imposed on naphtha, solvent oil,
lubricant oil and fuel oil.
|
|
Resources tax
is levied on crude oil and natural gas at rates ranging from RMB 14 per
tonne to RMB 30 per tonne and RMB 7 to RMB 15 per 1000 cubic metre
respectively.
|
|
Value added
tax rate for liquefied petroleum gas, natural gas and certain agricultural
products is 13% and that for other products is
17%.
|
|
With
effective from 26 March 2006, the Ministry of Finance imposed a special
oil income levy on any income derived from the sale by an oil exploration
and production enterprise of locally produced crude oil exceeding a
standard price. The levy starts at USD 40 per barrel and the imposed rate
ranges from 20% to 40%.
|
Name of
branches and subsidiaries
|
Preferential
tax rate
|
Reasons for
granting concession
|
Sinopec
National Star Xinan Branch
|
15%
|
Tax
preferential policy in the western part of China
|
Sinopec
National Star Xibei Branch
|
15%
|
Tax
preferential policy in the western part of China
|
Tahe Oilfield
Petrochemical Factory
|
15%
|
Tax
preferential policy in the western part of China
|
Sinopec
Yangzi Petrochemical Company Limited
|
15%
|
High
technology enterprise
|
Sinopec
Zhongyuan Petroleum Company Limited
|
15%
|
High
technology enterprise
|
Petro-CyberWorks
Information Technology Company Limited
|
15%
|
High
technology enterprise
|
Zhanjiang
Dongxing Petrochemical Company Limited
|
15%
|
Foreign
investment enterprise
|
Sinopec
Hainan Refining and Chemical Company Limited
|
2-year
exemption and
3-year 50%
reduction
|
Foreign
investment enterprise
|
6
|
CASH
AT BANK AND IN HAND
|
|
The
Group
|
Original
currency
millions
|
2007
Exchange
rates
|
RMB
millions
|
Original
currency
millions
|
2006
Exchange
rates
|
RMB
millions
|
||||
Cash in
hand
|
|||||||||
Renminbi
|
108
|
15
|
|||||||
Cash at
bank
|
|||||||||
Renminbi
|
6,846
|
6,201
|
|||||||
US
Dollars
|
103
|
7.3046
|
754
|
92
|
7.8087
|
721
|
|||
Hong Kong
Dollars
|
323
|
0.9364
|
302
|
27
|
1.0047
|
27
|
|||
Japanese
Yen
|
172
|
0.0641
|
11
|
259
|
0.0656
|
17
|
|||
Euro
|
—
|
10.6669
|
5
|
2
|
10.2665
|
23
|
|||
8,026
|
7,004
|
||||||||
Deposits at
related parties
|
|||||||||
Renminbi
|
338
|
693
|
|||||||
US
Dollars
|
—
|
—
|
—
|
—
|
7.8087
|
1
|
|||
Total
cash at bank and in hand
|
8,364
|
7,698
|
Original
currency
millions
|
2007
Exchange
rates
|
RMB
millions
|
Original
currency
millions
|
2006
Exchange
rates
|
RMB
millions
|
|
Cash in
hand
|
||||||
Renminbi
|
24
|
5
|
||||
Cash at
bank
|
||||||
Renminbi
|
2,947
|
2,745
|
||||
US
Dollars
|
1
|
7.3046
|
4
|
—
|
7.8087
|
1
|
2,975
|
2,751
|
|||||
Deposits at
related parties
|
||||||
Renminbi
|
130
|
231
|
||||
US
Dollars
|
—
|
—
|
—
|
—
|
7.8087
|
1
|
Total
cash at bank and in hand
|
3,105
|
2,983
|
Deposits at
related parties represent deposits placed at Sinopec Finance Company
Limited. Deposits interest is calculated based on market
rate.
|
|
At 31
December 2007, time deposits with financial institutions of the Group and
the Company amounted to RMB 668 million (2006: RMB 635 million) and RMB 26
million (2006: RMB 220 million), respectively.
|
|
7
|
BILLS
RECEIVABLE
|
|
Bills
receivable represents mainly the bills of acceptance issued by banks for
sales of goods and products.
|
At
31 December 2007, the Group’s and the Company’s outstanding endorsed or
discounted bills (with recourse) amounted to RMB 5,570 million and RMB
4,424 million, respectively, all of which are due before 30 June
2008.
|
|
8
|
TRADE
ACCOUNTS RECEIVABLE
|
The
Group
|
The
Company
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Amounts due
from subsidiaries
|
—
|
—
|
9,378
|
5,570
|
Amounts due
from Sinopec Group Company and fellow subsidiaries
|
2,240
|
2,572
|
680
|
923
|
Amounts due
from associates and jointly controlled entities
|
1,750
|
1,402
|
1,445
|
385
|
Amounts due
from others
|
21,839
|
14,515
|
4,407
|
4,622
|
25,829
|
18,489
|
15,910
|
11,500
|
|
Less:
Allowance for doubtful accounts
|
2,882
|
3,345
|
2,363
|
2,668
|
Total
|
22,947
|
15,144
|
13,547
|
8,832
|
|
Ageing
analysis on trade accounts receivable is as
follows:
|
The
Group
|
||||||||
2007
|
2006
|
|||||||
Amount
RMB
millions
|
Percentage
of
total
accounts
receivable
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
Amount
RMB
millions
|
Percentage
of
total
accounts
receivable
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
|
Within one
year
|
22,757
|
88.1
|
85
|
0.4
|
14,986
|
81.1
|
94
|
0.6
|
Between one
and two years
|
253
|
1.0
|
97
|
38.3
|
295
|
1.6
|
126
|
42.7
|
Between two
and three years
|
402
|
1.6
|
309
|
76.9
|
242
|
1.3
|
186
|
76.9
|
Over three
years
|
2,417
|
9.3
|
2,391
|
98.9
|
2,966
|
16.0
|
2,939
|
99.1
|
Total
|
25,829
|
100.0
|
2,882
|
18,489
|
100.0
|
3,345
|
The
Company
|
||||||||
2007
|
2006
|
|||||||
Amt
RMB
millions
|
Percentage
of
total
accounts
receivable
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
Amount
RMB
millions
|
Percentage
of
total
accounts
receivable
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
|
Within one
year
|
13,382
|
84.1
|
36
|
0.3
|
8,655
|
75.3
|
47
|
0.5
|
Between one
and two years
|
169
|
1.1
|
51
|
30.2
|
219
|
1.9
|
61
|
27.9
|
Between two
and three years
|
206
|
1.3
|
145
|
70.4
|
144
|
1.3
|
101
|
70.1
|
Over three
years
|
2,153
|
13.5
|
2,131
|
99.0
|
2,482
|
21.5
|
2,459
|
99.1
|
Total
|
15,910
|
100.0
|
2,363
|
11,500
|
100.0
|
2,668
|
At 31
December 2007 and 2006, the total amounts of the top five trade accounts
receivable of the Group are set out below:
|
|
2007
|
2006
|
|
Total amount
(RMB millions)
|
7,598
|
3,374
|
Ageing
|
Within 1
year
|
Within 1
year
|
Percentage to
the total balance of trade accounts receivable
|
29.4%
|
18.2%
|
At 31
December 2007, the Group’s and the Company’s trade accounts receivable due
from related parties amounted to RMB 3,990 million and RMB 11,503 million
(2006: RMB 3,974 million and RMB 6,878 million), representing 15.4% and
72.3% (2006: 21.5% and 59.8%) of the total trade accounts
receivable.
|
|
Except for
the balances disclosed in Note 46, there is no amount due from
shareholders who hold 5% or more voting right of the Company included in
the balance of trade accounts receivable.
|
|
During the
years ended 31 December 2007 and 2006, the Group and the Company had no
individually significant trade accounts receivable been fully or
substantially provided allowance for doubtful
accounts.
|
|
During the
years ended 31 December 2007 and 2006, the Group and the Company had no
individually significant write-off or recovery of doubtful debts which had
been fully or substantially provided for in prior
years.
|
|
At 31
December 2007 and 2006, the Group and the Company had no individually
significant trade accounts receivable that aged over three
years.
|
|
|
|
9
|
OTHER
RECEIVABLES
|
The
Group
|
The
Company
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Amounts due
from subsidiaries
|
—
|
—
|
8,689
|
3,592
|
Amounts due
from Sinopec Group Company and fellow subsidiaries
|
6,438
|
3,443
|
5,819
|
1,784
|
Amounts due
from associates and jointly controlled entities
|
313
|
308
|
230
|
284
|
Amounts due
from others
|
8,147
|
10,683
|
6,875
|
6,482
|
14,898
|
14,434
|
21,613
|
12,142
|
|
Less:
Allowance for doubtful accounts
|
3,076
|
3,479
|
3,404
|
3,699
|
Total
|
11,822
|
10,955
|
18,209
|
8,443
|
Ageing
analysis of other receivables is as follows:
|
|
The
Group
|
||||||||
2007
|
2006
|
|||||||
Amount
RMB millions
|
Percentage
of
total
other
receivables
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
Amount
RMB millions
|
Percentage
of
total
other
receivables
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
other
receivables
balance
%
|
|
Within one
year
|
8,779
|
58.9
|
46
|
0.5
|
7,603
|
52.7
|
25
|
0.3
|
Between one
and two years
|
1,707
|
11.5
|
44
|
2.6
|
1,751
|
12.1
|
49
|
2.8
|
Between two
and three years
|
497
|
3.3
|
133
|
26.8
|
398
|
2.8
|
296
|
74.4
|
Over three
years
|
3,915
|
26.3
|
2,853
|
72.9
|
4,682
|
32.4
|
3,109
|
66.4
|
Total
|
14,898
|
100.0
|
3,076
|
14,434
|
100.0
|
3,479
|
The
Company
|
||||||||
2007
|
2006
|
|||||||
Amount
RMB
millions
|
Percentage
of
total
other
receivables
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
accounts
receivable
balance
%
|
Amount
RMB millions
|
Percentage
of
total
other
receivables
%
|
Allowance
RMB
millions
|
Percentage
of
allowance
to
other
receivables
balance
%
|
|
Within one
year
|
16,501
|
76.3
|
16
|
0.1
|
6,152
|
50.7
|
9
|
0.1
|
Between one
and two years
|
482
|
2.2
|
28
|
5.8
|
566
|
4.6
|
31
|
5.5
|
Between two
and three years
|
312
|
1.4
|
39
|
12.5
|
254
|
2.1
|
41
|
16.1
|
Over three
years
|
4,318
|
20.1
|
3,321
|
76.9
|
5,170
|
42.6
|
3,618
|
70.0
|
Total
|
21,613
|
100.0
|
3,404
|
12,142
|
100.0
|
3,699
|
At 31
December 2007 and 2006, the total amounts of the top five other
receivables of the Group are set out below:
|
|
2007
|
2006
|
|
Total amount
(RMB millions)
|
6,398
|
1,885
|
Ageing
|
From
within
|
From
within
|
one year
to
|
one year
to
|
|
over three
years
|
over three
years
|
|
Percentage to
the total balance of other receivables
|
42.9%
|
13.1%
|
At 31
December 2007, the Group’s and the Company’s other receivables due from
related parties amounted to RMB 6,751 million and RMB 14,738 million
(2006: RMB 3,751 million and RMB 5,660 million), representing 45.3% and
68.2% (2006: 26.0% and 46.6%) of the total of other
receivables.
|
|
Except for
the balances disclosed in Note 46, there is no amount due from
shareholders who hold 5% or more voting right of the Company included in
the balance of other receivables.
|
|
During the
years ended 31 December 2007 and 2006, the Group and the Company had no
individually significant other receivables been fully or substantially
provided allowance for doubtful accounts.
|
|
During the
years ended 31 December 2007 and 2006, the Group and the Company had no
individually significant write-off or recovery of doubtful debts which had
been fully or substantially provided for in prior
years.
|
|
At 31
December 2007 and 2006, except for the current account with Sinopec Group
Company, the Group and the Company had no individually significant other
receivables that aged over three years.
|
|
|
|
|
|
10
|
ADVANCE
PAYMENTS
|
All advance
payments are aged within one year.
Except
for the balances disclosed in Note 46, there is no amount due from
shareholders who hold 5% or more voting right of the Company included in
the balance of advance payments.
|
11
|
OTHER
RECEIVABLES
|
The
Group
|
The
Company
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
2007
RMB
millions
|
2006
RMB
millions
|
|
Raw
materials
|
70,756
|
56,055
|
37,886
|
28,972
|
Work in
progress
|
11,823
|
9,853
|
8,001
|
5,061
|
Finished
goods
|
35,040
|
25,716
|
22,652
|
17,574
|
Spare parts
and consumables
|
3,002
|
4,159
|
1,683
|
2,866
|
120,621
|
95,783
|
70,222
|
54,473
|
|
Less:
Provision for diminution in value of inventories
|
4,572
|
871
|
4,321
|
469
|
116,049
|
94,912
|
65,901
|
54,004
|
|
Provision for
diminution in value of inventories is mainly against raw materials. For
the year ended 31 December 2007, the provision for diminution in value of
inventories of the Group and the Company was primarily due to the costs of
inventories of the refining segment were higher than their net realisable
value.
|
12
|
LONG-TERM
EQUITY INVESTMENTS
|
Investments
in
jointly
controlled
entities
RMB
millions
|
Investments
in
associates
RMB
millions
|
Other
equity
investments
RMB
millions
|
Provision
for
impairments
losses
RMB
millions
|
Total
RMB
millions
|
|
Balance at 1
January 2007
|
9,236
|
12,147
|
2,477
|
(316)
|
23,544
|
Additions for
the year
|
2,572
|
1,399
|
249
|
—
|
4,220
|
Share of
profits less losses from investments
|
|||||
accounted for under
the equity method
|
2,707
|
4,048
|
—
|
—
|
6,755
|
Dividends
receivable / received
|
(1,792)
|
(626)
|
—
|
—
|
(2,418)
|
Disposals for
the year
|
—
|
(103)
|
(674)
|
—
|
(777)
|
Movement of
provision for impairment losses
|
—
|
—
|
—
|
11
|
11
|
Balance
at 31 December 2007
|
12,723
|
16,865
|
2,052
|
(305)
|
31,335
|
The
Company
|
|
Investments
in
subsidiaries
RMB
millions
|
Investments
in
jointly
controlled
entities
RMB
millions
|
Investments
in
associates
RMB
millions
|
Other
equity
investments
RMB
millions
|
Provision
for
impairments
losses
RMB
millions
|
Total
RMB
millions
|
|
Balance at 1
January 2007
|
71,088
|
6,316
|
8,139
|
1,083
|
(112)
|
86,514
|
Additions for
the year
|
8,946
|
—
|
1,203
|
248
|
—
|
10,397
|
Share of
profits less losses from investments
|
||||||
accounted for
under the equity method
|
—
|
1,925
|
3,567
|
—
|
—
|
5,492
|
Dividends
receivable/received
|
—
|
(1,201)
|
(271)
|
—
|
—
|
(1,472)
|
Disposals for
the year
|
—
|
—
|
(36)
|
(181)
|
—
|
(217)
|
Acquired
equity interests in subsidiaries (Note)
|
(14,924)
|
—
|
—
|
—
|
—
|
(14,924)
|
Movement of
provision for impairment losses
|
—
|
—
|
—
|
—
|
(6)
|
(6)
|
Balance
at 31 December 2007
|
65,110
|
7,040
|
12,602
|
1,150
|
(118)
|
85,784
|
Note:
|
During the
year ended 31 December 2007, the Company acquired all the assets and
liabilities of Sinopec Qilu Petrochemical Company Limited and Sinopec
Shijiazhuang Refining Chemical Company Limited. The above companies no
longer existed as at 31 December
2007.
|
Details of
the Company’s principal subsidiaries are set out in Note
48.
|
|
12 LONG-TERM EQUITY
INVESTMENTS
At 31 December 2007, principal associates of the Group and the Company are
as follows: (Continued)
|
|
|
|
Percentage
|
Percentage
|
|||
of
equity/
|
of
equity/voting
|
|||
voting
right
|
right
held by
|
|||
Registered
capital/
|
held by
the
|
the
Company’s
|
||
Name of
associates
|
paid-up
capital
|
Company
|
subsidiaries
|
Principal
activities
|
%
|
%
|
|||
Sinopec
Finance
|
Registered
capital
|
49.00
|
—
|
Provision of
non-banking
|
Company
Limited
|
RMB
6,000,000,000
|
financial
services
|
||
China
Aviation Oil Supply
|
Registered
capital
|
—
|
29.00
|
Marketing and
distribution of
|
Company
Limited
|
RMB
3,800,000,000
|
refined
petroleum products
|
||
Shanghai
Petroleum
|
Registered
capital
|
30.00
|
—
|
Exploration
and production of
|
National Gas
Corporation
|
RMB
900,000,000
|
crude oil and
natural gas
|
||
Shanghai
Chemical Industry Park
|
Registered
capital
|
—
|
38.26
|
Planning,
development and operation
|
Development
Company Limited
|
RMB
2,372,439,000
|
of the
Chemical Industry Park
|
||
in Shanghai,
the PRC
|
||||
China
Shipping & Sinopec Suppliers
Company
Limited
|
Registered
capital
RMB
876,660,000
|
—
|
50.00
|
Transportation
of
petroleum
products
|
Sinopec
Shandong Taishan
|
480,793,320
ordinary
|
24.57
|
—
|
Sale of
petroleum products and
|
Petroleum
Company Limited
|
shares of RMB
1.00 each
|
decoration of
service gas stations
|
||
At 31
December 2007, details of principal associates of the Group and the
Company are as follows:
|
|
Share
of
profits
accounted
for
under
the
equity
method
RMB
millions
|
Dividends
receivable/
received
RMB
millions
|
Balance
at
31
December
2007
RMB
millions
|
||||
Initial
investment
cost
RMB
millions
|
Balance
at
1
January
2007
RMB
millions
|
|||||
Name of
associates
|
||||||
Sinopec
Finance Company Limited
|
2,712
|
3,259
|
3,200
|
—
|
6,459
|
|
China
Aviation Oil Supply Company Limited
|
1,102
|
1,155
|
157
|
(62)
|
1,250
|
|
Shanghai
Petroleum National Gas Corporation
|
300
|
1,014
|
163
|
(180)
|
997
|
|
Shanghai
Chemical Industry Park
|
||||||
Development
Company Limited
|
608
|
911
|
19
|
(3)
|
927
|
|
China
Shipping & Sinopec Suppliers
|
||||||
Company
Limited
|
438
|
524
|
40
|
(26)
|
538
|
|
Sinopec
Shandong Taishan Petroleum
|
||||||
Company
Limited
|
124
|
343
|
24
|
(11)
|
356
|
At 31
December 2007, the Group’s and the Company’s principal interests in
jointly controlled entities are as follows:
|
|
Percentage
of
|
||||
Percentage
of
|
equity/voting
|
|||
equity/voting
|
right held
by
|
|||
Registered
capital/
|
right held
by
|
the
Company’s
|
||
Name of
jointly controlled entities
|
paid-up
capital
|
the
Company
|
subsidiaries
|
Principal
activities
|
%
|
%
|
|||
Shanghai
Secco Petrochemical
Company
Limited
|
Registered
capital
USD
901,440,964
|
30.00
|
20.00
|
Manufacturing
and distribution of
|
BASF-YPC
Company Limited
|
Registered
capital
RMB
8,793,000,000
|
30.00
|
10.00
|
Manufacturing
and distribution of petrochemical products
|
Yueyang
Sinopec and Shell Coal
|
Registered
capital
|
50.00
|
—
|
Manufacturing
and distribution
|
Gasification
Company Limited
|
USD
45,588,700
|
of industrial
gas
|
||
Fujian
Refining and Petrochemical
|
Registered
capital
|
—
|
50.00
|
Manufacturing
of intermediate
|
Company
Limited
|
USD
1,654,351,000
|
petrochemical
products and petroleum products
|
||
12
|
LONG-TERM EQUITY
INVESTMENTS (Continued)
|
|
At 31
December 2007, details of principal jointly controlled entities of the
Group and the Company are as
follows:
|
Initial
investment
cost
RMB
millions
|
Balance
at
1
January
2007
RMB
millions
|
Additions
for the
year
RMB
millions
|
Share
of
profits/(losses)
accounted
for
under
the
equity
method
RMB
millions
|
Dividends
receivable/
received
RMB
millions
|
Balance
at
31
December
2007
RMB
millions
|
|
Name of
jointly controlled entities
|
||||||
Shanghai
Secco Petrochemical Company Limited
|
3,517
|
4,365
|
—
|
1,479
|
(955)
|
4,889
|
BASF-YPC
Company Limited
|
3,722
|
4,698
|
—
|
1,527
|
(837)
|
5,388
|
Yueyang
Sinopec and Shell Coal Gasification
|
||||||
Company
Limited
|
189
|
173
|
—
|
(95
|
—
|
78
|
Fujian
Refining and Petrochemical Company Limited
|
2,572
|
—
|
2,572
|
(204
|
—
|
2,368
|
9,236
|
2,572
|
2,707
|
(1,792)
|
12,723
|
|
The Group’s
effective interest share of the jointly controlled entities’ net assets,
operating revenue and net profit are as
follows:
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Net
assets
|
12,723
|
9,236
|
Operating
revenue
|
23,085
|
17,323
|
Net
profit
|
2,707
|
2,396
|
Other equity
investments represent the Group’s interests in PRC privately owned
enterprises which are mainly engaged in non-oil and natural gas and
chemical activities and operations. This includes non-consolidated
investments which the Group has over 50% equity interest but the Group has
no control on the entities.
|
|
For the year
ended 31 December 2007, the Group and the Company had no individually
significant long-term investments which had been provided for impairment
losses.
|
|
13
|
FIXED
ASSETS
|
Exploration
|
Marketing
|
|||||
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
Others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost/valuation:
|
||||||
Balance at 1
January 2007
|
254,466
|
151,956
|
85,428
|
176,080
|
4,869
|
672,799
|
Additions for
the year
|
2,132
|
506
|
289
|
269
|
247
|
3,443
|
Transferred
from construction in progress
|
35,851
|
10,768
|
5,726
|
6,244
|
1,316
|
59,905
|
Acquisition
of subsidiaries (ii)
|
—
|
—
|
2,474
|
—
|
—
|
2,474
|
Reclassification
|
(7)
|
(78)
|
94
|
(9
|
—
|
—
|
Disposals
|
(392)
|
(1,027)
|
(1,511)
|
(1,425)
|
(207)
|
(4,562)
|
Contributed
to a jointly controlled entity
|
—
|
(4,317)
|
—
|
—
|
—
|
(4,317)
|
Reclassification
to other assets
|
—
|
(322)
|
(1,345)
|
(35)
|
(27)
|
(1,729)
|
Balance
at 31 December 2007
|
292,050
|
157,486
|
91,155
|
181,124
|
6,198
|
728,013
|
Accumulated
depreciation:
|
||||||
Balance at 1
January 2007
|
132,335
|
69,233
|
15,905
|
101,157
|
1,837
|
320,467
|
Depreciation
charge for the year
|
18,083
|
8,899
|
5,788
|
8,734
|
634
|
42,138
|
Acquisition
of subsidiaries (ii)
|
—
|
—
|
916
|
—
|
—
|
916
|
Reclassification
|
131
|
(204)
|
82
|
(9
|
—
|
—
|
Written back
on disposals
|
(116)
|
(385)
|
(749
|
(983
|
(93
|
(2,326
|
Contributed
to a jointly controlled entity
|
—
|
(3,078
|
—
|
—
|
—
|
(3,078
|
Reclassification
to other assets
|
—
|
—
|
(190
|
—
|
—
|
(190
|
Balance
at 31 December 2007
|
150,433
|
74,465
|
21,752
|
108,899
|
2,378
|
357,927
|
Provision
for impairment losses:
|
||||||
Balance at 1
January 2007
|
1,171
|
24
|
1,151
|
3,746
|
—
|
6,092
|
Additions for
the year
|
964
|
916
|
1,194
|
318
|
—
|
3,392
|
Written off
for the year
|
(24
|
(46
|
(295
|
(181
|
—
|
(546
|
Balance
at 31 December 2007
|
2,111
|
894
|
2,050
|
3,883
|
—
|
8,938
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
139,506
|
82,127
|
67,353
|
68,342
|
3,820
|
361,148
|
Balance
at 1 January 2007
|
120,960
|
82,699
|
68,372
|
71,177
|
3,032
|
346,240
|
13
|
FIXED ASSETS (Continued)
|
|
The
Company – by segment
|
Exploration
|
Marketing
|
|||||
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
Others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost/valuation:
|
||||||
Balance at 1
January 2007
|
221,434
|
108,247
|
74,935
|
87,218
|
3,269
|
495,103
|
Additions for
the year
|
2,060
|
418
|
137
|
105
|
228
|
2,948
|
Transferred
from construction in progress
|
31,785
|
8,907
|
5,362
|
3,069
|
628
|
49,751
|
Transferred
from subsidiaries
|
—
|
18,340
|
429
|
18,080
|
—
|
36,849
|
Transferred
to subsidiaries
|
—
|
—
|
(881
|
—
|
—
|
(881
|
Reclassification
|
(7
|
(101
|
117
|
(9
|
—
|
—
|
Disposals
|
(50
|
(371
|
(1,556
|
(586
|
(59
|
(2,622
|
Reclassification
to other assets
|
—
|
(60
|
(1,192
|
(36
|
—
|
(1,288
|
Balance
at 31 December 2007
|
255,222
|
135,380
|
77,351
|
107,841
|
4,066
|
579,860
|
Accumulated
depreciation:
|
||||||
Balance at 1
January 2007
|
113,943
|
52,037
|
14,994
|
48,693
|
1,227
|
230,894
|
Depreciation
charge for the year
|
16,672
|
7,050
|
5,170
|
5,102
|
509
|
34,503
|
Transferred
from subsidiaries
|
—
|
8,673
|
25
|
10,148
|
—
|
18,846
|
Transferred
to subsidiaries
|
—
|
—
|
(130
|
—
|
—
|
(130
|
Reclassification
|
(6
|
(65
|
81
|
(10
|
—
|
—
|
Written back
on disposals
|
(42
|
(282
|
(656
|
(415
|
(14
|
(1,409
|
Reclassification
to other assets
|
—
|
—
|
(103
|
—
|
—
|
(103
|
Balance
at 31 December 2007
|
130,567
|
67,413
|
19,381
|
63,518
|
1,722
|
282,601
|
Provision
for impairment losses:
|
||||||
Balance at 1
January 2007
|
1,089
|
13
|
1,122
|
2,204
|
—
|
4,428
|
Additions for
the year
|
957
|
908
|
1,118
|
102
|
—
|
3,085
|
Written off
for the year
|
(4
|
(45
|
(290
|
(159
|
—
|
(498
|
Transferred
from subsidiaries
|
—
|
—
|
—
|
162
|
—
|
162
|
Balance
at 31 December 2007
|
2,042
|
876
|
1,950
|
2,309
|
—
|
7,177
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
122,613
|
67,091
|
56,020
|
42,014
|
2,344
|
290,082
|
Balance
at 1 January 2007
|
106,402
|
56,197
|
58,819
|
36,321
|
2,042
|
259,781
|
13
|
FIXED ASSETS (Continued)
|
Oil
|
|||||
depots,
|
Plant,
|
||||
storage
|
machinery,
|
||||
Oil
|
tanks
and
|
equipment,
|
|||
Land
and
|
and
gas
|
service
|
vehicles
and
|
||
buildings
|
properties
|
stations
|
others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost/valuation:
|
|||||
Balance at 1
January 2007
|
46,062
|
231,795
|
90,249
|
304,693
|
672,799
|
Additions for
the year
|
199
|
2,029
|
370
|
845
|
3,443
|
Transferred
from construction in progress
|
684
|
33,423
|
7,289
|
18,509
|
59,905
|
Acquisition
of subsidiaries (ii)
|
1,423
|
—
|
949
|
102
|
2,474
|
Reclassification
|
349
|
(7)
|
(446)
|
104
|
—
|
Disposals
|
(364)
|
—
|
(1,411)
|
(2,787)
|
(4,562)
|
Contributed
to a jointly controlled entity
|
(749)
|
—
|
—
|
(3,568)
|
(4,317)
|
Reclassification
to other assets
|
(1,304)
|
—
|
—
|
(425)
|
(1,729)
|
Balance
at 31 December 2007
|
46,300
|
267,240
|
97,000
|
317,473
|
728,013
|
Accumulated
depreciation:
|
|||||
Balance at 1
January 2007
|
22,051
|
122,686
|
16,866
|
158,864
|
320,467
|
Depreciation
charge for the year
|
1,740
|
16,226
|
4,409
|
19,763
|
42,138
|
Acquisition
of subsidiaries (ii)
|
472
|
—
|
350
|
94
|
916
|
Reclassification
|
788
|
(66)
|
317
|
(1,039)
|
—
|
Written back
on disposals
|
(187)
|
—
|
(566)
|
(1,573)
|
(2,326)
|
Contributed
to a jointly controlled entity
|
(448)
|
—
|
—
|
(2,630)
|
(3,078)
|
Reclassification
to other assets
|
(189)
|
—
|
—
|
(1)
|
(190)
|
Balance
at 31 December 2007
|
24,227
|
138,846
|
21,376
|
173,478
|
357,927
|
Provision
for impairment losses:
|
|||||
Balance at 1
January 2007
|
523
|
1,152
|
1,002
|
3,415
|
6,092
|
Additions for
the year
|
337
|
920
|
961
|
1,174
|
3,392
|
Reclassification
|
(52)
|
—
|
154
|
(102)
|
—
|
Written off
for the year
|
(48)
|
—
|
(190)
|
(308)
|
(546)
|
Balance
at 31 December 2007
|
760
|
2,072
|
1,927
|
4,179
|
8,938
|
Net
book value:
|
|||||
Balance
at 31 December 2007
|
21,313
|
126,322
|
73,697
|
139,816
|
361,148
|
Balance
at 1 January 2007
|
23,488
|
107,957
|
72,381
|
142,414
|
346,240
|
13
|
FIXED ASSETS (Continued)
|
|
The
Company – by asset class
|
Oil
|
|||||
depots,
|
Plant,
|
||||
storage
|
machinery,
|
||||
Oil
|
tanks
and
|
equipment,
|
|||
Land
and
|
and
gas
|
service
|
vehicles
and
|
||
buildings
|
properties
|
stations
|
others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost/valuation:
|
|||||
Balance at 1
January 2007
|
27,784
|
204,845
|
78,784
|
183,690
|
495,103
|
Additions for
the year
|
196
|
1,956
|
290
|
506
|
2,948
|
Transferred
from construction in progress
|
549
|
29,947
|
5,587
|
13,668
|
49,751
|
Transferred
from subsidiaries
|
3,555
|
—
|
1,894
|
31,400
|
36,849
|
Transferred
to subsidiaries
|
(47)
|
—
|
(807)
|
(27)
|
(881)
|
Reclassification
|
811
|
—
|
663
|
(1,474)
|
—
|
Disposals
|
(258)
|
(21)
|
(1,178)
|
(1,165)
|
(2,622)
|
Reclassification
to other assets
|
(1,186)
|
—
|
—
|
(102)
|
(1,288)
|
Balance
at 31 December 2007
|
31,404
|
236,727
|
85,233
|
226,496
|
579,860
|
Accumulated
depreciation:
|
|||||
Balance at 1
January 2007
|
12,219
|
106,192
|
15,453
|
97,030
|
230,894
|
Depreciation
charge for the year
|
1,046
|
14,799
|
3,846
|
14,812
|
34,503
|
Transferred
from subsidiaries
|
1,541
|
—
|
697
|
16,608
|
18,846
|
Transferred
to subsidiaries
|
—
|
—
|
(127)
|
(3)
|
(130)
|
Reclassification
|
(316)
|
(3)
|
624
|
(305)
|
—
|
Written back
on disposals
|
(133)
|
(19)
|
(462)
|
(795)
|
(1,409)
|
Reclassification
to other assets
|
(102)
|
—
|
—
|
(1)
|
(103)
|
Balance
at 31 December 2007
|
14,255
|
120,969
|
20,031
|
127,346
|
282,601
|
Provision
for impairment losses:
|
|||||
Balance at 1
January 2007
|
404
|
1,089
|
1,020
|
1,915
|
4,428
|
Additions for
the year
|
276
|
919
|
906
|
984
|
3,085
|
Reclassification
|
(52)
|
—
|
154
|
(102)
|
—
|
Written off
for the year
|
(42)
|
—
|
(190)
|
(266)
|
(498)
|
Transferred
from subsidiaries
|
—
|
—
|
—
|
162
|
162
|
Balance
at 31 December 2007
|
586
|
2,008
|
1,890
|
2,693
|
7,177
|
Net
book value:
|
|||||
Balance
at 31 December 2007
|
16,563
|
113,750
|
63,312
|
96,457
|
290,082
|
Balance
at 1 January 2007
|
15,161
|
97,564
|
62,311
|
84,745
|
259,781
|
|
Note:
|
(i)
|
The additions
in the exploration and production segment and oil and gas properties of
the Group and the Company for the year ended 31 December 2007 included RMB
1,976 million and RMB 1,934 million, respectively, relating to the
estimated dismantlement costs for site restoration recognised during the
year.
|
(ii)
|
During the
year ended 31 December 2007, the Group acquired the entire equity
interests of certain gas stations companies incorporated in Hong Kong
(“Hong Kong gas stations”) (Note
16).
|
At 31
December 2007, the carrying amounts of fixed assets that were pledged by
the Group and the Company were RMB 141 million (2006: RMB 288 million) and
RMB 31 million (2006: RMB 75 million),
respectively.
|
|
The factors
resulting in provision for impairment losses of RMB 964 million (2006: RMB
327 million) for the year ended 31 December 2007 in the exploration and
production segment of the Group were unsuccessful development drilling and
high operating and development costs for certain small oil fields. The
carrying values of these oil and gas properties were written down to a
recoverable value which was determined based on the present values of the
expected future cash flows of the assets. The oil and gas pricing was a
factor used in the determination of the present values of the expected
future cash flows of the assets and had an impact on the recognition of
the asset impairment.
|
|
Provision for
impairment losses recognised on fixed assets of the refining and chemicals
segment of the Group of RMB 916 million (2006: RMB nil) and RMB 318
million (2006: RMB 250 million) for the year ended 31 December 2007 relate
to certain refining and chemicals production facilities that are held for
use. The carrying values of these facilities were written down to their
recoverable values that were determined based on the asset held for use
model using the present value of estimated future cash flows of the
production facilities. The primary factor resulting in the provision for
impairment losses of the refining and chemicals segment was due to higher
operating and production costs caused by the increase in the prices of raw
materials that are not expected to be recovered through an increase in
selling price of relevant goods.
|
|
Provision for
impairment losses recognised on fixed assets of the marketing and
distribution segment of the Group of RMB 1,194 million (2006: RMB 23
million) for the year ended 31 December 2007 primarily relate to certain
service stations that were closed during the year. In measuring the
amounts of impairment charges, the carrying amounts of these assets were
compared to the present value of the expected future cash flows of the
assets, as well as information about sales and purchases of similar
properties in the same geographic area.
|
|
At 31
December 2007 and 2006, the Group and the Company had no individually
significant fixed assets which were temporarily idle or pending for
disposal.
|
|
At 31
December 2007 and 2006, the Group and the Company had no individually
significant fully depreciated fixed assets which were still in
use.
|
|
14
|
CONSTRUCTION
IN PROGRESS
|
|
The
Group
|
Exploration
|
Marketing
|
|||||
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
Others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost/valuation:
|
||||||
Balance at 1
January 2007
|
16,420
|
15,448
|
10,416
|
7,017
|
3,699
|
53,000
|
Additions for
the year
|
60,135
|
22,209
|
10,448
|
16,025
|
2,873
|
111,690
|
Contributed
to a jointly controlled entity
|
—
|
(601)
|
—
|
—
|
—
|
(601)
|
Dry hole
costs written off
|
(6,060)
|
—
|
—
|
—
|
—
|
(6,060)
|
Transferred
to fixed assets
|
(35,851)
|
(10,768)
|
(5,726)
|
(6,244)
|
(1,316)
|
(59,905)
|
Reclassification
to other assets
|
(203)
|
(144)
|
(2,098)
|
(54)
|
(20)
|
(2,519)
|
Balance
at 31 December 2007
|
34,441
|
26,144
|
13,040
|
16,744
|
5,236
|
95,605
|
Provision
for impairment losses:
|
||||||
Additions for
the year
|
—
|
(154)
|
(43)
|
—
|
—
|
(197)
|
Balance
at 31 December 2007
|
—
|
(154)
|
(43)
|
—
|
—
|
(197)
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
34,441
|
25,990
|
12,997
|
16,744
|
5,236
|
95,408
|
Balance
at 1 January 2007
|
16,420
|
15,448
|
10,416
|
7,017
|
3,699
|
53,000
|
The interest
rates per annum at which borrowing costs were capitalised during the year
ended 31 December 2007 by the Group ranged from 3.6% to 7.1% (2006: 3.6%
to 6.1%).
|
|
At 31
December 2007, major construction projects of the Group are as
follows:
|
|
Budgeted
amount
RMB
millions
|
Balance
at
1
January
2007
RMB
millions
|
Additions
for the
year
RMB
millions
|
Balance
at
31
December
2007
RMB
millions
|
Percentage
of
completion
|
Source
of
funding
|
Accumulated
interest
capitalised
at
31
December
2007
RMB
millions
|
|
Project
name
|
|||||||
Sichuan
Natural Gas
|
22,261
|
1,931
|
9,224
|
11,155
|
50%
|
Bank loans
&
self-financing
|
89
|
Pipeline
Project
|
|||||||
1,000,000
tonnes per year
|
26,846
|
1,109
|
4,264
|
5,373
|
20%
|
Bank loans
&
self-financing
|
44
|
Ethylene
Construction Project
|
|||||||
15,000
million cubic per year
|
30,980
|
1,883
|
7,613
|
9,496
|
31%
|
Bank loans
&
self-financing
|
51
|
Natural Gas
Capacity Improvement Project
|
|||||||
Qingdao
Refinery Construction Project
|
12,499
|
3,151
|
6,625
|
9,776
|
78%
|
Bank loans
&
self-financing
|
220
|
Caofeidian
Imported Crude Oil Port Project
|
3,058
|
400
|
2,300
|
2,700
|
88%
|
Bank loans
&
self-financing
|
83
|
The
Company
|
|
Exploration
and
production
RMB
millions
|
Marketing
and
distribution
RMB
millions
|
Chemicals
RMB
millions
|
Others
RMB
millions
|
Total
RMB
millions
|
||
Refining
RMB
millions
|
||||||
Cost/valuation:
|
||||||
Balance at 1
January 2007
|
11,798
|
12,569
|
8,957
|
4,644
|
3,042
|
41,010
|
Additions for
the year
|
60,203
|
12,973
|
8,354
|
11,896
|
2,839
|
96,265
|
Transferred
from subsidiaries
|
—
|
224
|
(181
|
375
|
—
|
418
|
Dry hole
costs written off
|
(5,956
|
—
|
—
|
—
|
—
|
(5,956
|
Transferred
to fixed assets
|
(31,785
|
(8,907
|
(5,362
|
(3,069
|
(628
|
(49,751
|
Reclassification
to other assets
|
(12
|
(104
|
(884
|
(51
|
(20
|
(1,071
|
Balance
at 31 December 2007
|
34,248
|
16,755
|
10,884
|
13,795
|
5,233
|
80,915
|
Provision
for impairment losses:
|
||||||
Additions for
the year
|
—
|
(154
|
(41
|
—
|
—
|
(195
|
Balance
at 31 December 2007
|
—
|
(154
|
(41
|
—
|
—
|
(195
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
34,248
|
16,601
|
10,843
|
13,795
|
5,233
|
80,720
|
Balance
at 1 January 2007
|
11,798
|
12,569
|
8,957
|
4,644
|
3,042
|
41,010
|
The interest
rates per annum at which borrowing costs were capitalised for the year
ended 31 December 2007 by the Company ranged from 3.6% to 7.1% (2006: 3.6%
to 6.1%).
|
|
15
|
INTANGIBLE
ASSETS
|
|
The
Group
|
Exploration
and
production
right
RMB
millions
|
||||||
Computer
software
license
RMB
millions
|
Technical
know-how
RMB
millions
|
|||||
Land
use
right
RMB
millions
|
||||||
Others
RMB
millions
|
Total
RMB
millions
|
|||||
Cost:
|
||||||
Balance at 1
January 2007
|
4,835
|
1,121
|
2,900
|
3,163
|
948
|
12,967
|
Additions for
the year
|
779
|
242
|
29
|
—
|
1,415
|
2,465
|
Acquisition
of subsidiaries
|
1,735
|
—
|
—
|
—
|
—
|
1,735
|
Other
transfer in
|
3,469
|
19
|
19
|
—
|
186
|
3,693
|
Disposals
|
(184
|
—
|
(66
|
—
|
(34
|
(284
|
Balance
at 31 December 2007
|
10,634
|
1,382
|
2,882
|
3,163
|
2,515
|
20,576
|
Accumulated
Amortisation:
|
||||||
Balance at 1
January 2007
|
695
|
739
|
1,351
|
702
|
215
|
3,702
|
Amortisation
charge for the year
|
304
|
209
|
284
|
117
|
332
|
1,246
|
Acquisition
of subsidiaries
|
213
|
—
|
—
|
—
|
—
|
213
|
Other
transfer in
|
260
|
—
|
—
|
—
|
1
|
261
|
Written back
on disposals
|
(12
|
—
|
(53
|
—
|
(13
|
(78
|
Balance
at 31 December 2007
|
1,460
|
948
|
1,582
|
819
|
535
|
5,344
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
9,174
|
434
|
1,300
|
2,344
|
1,980
|
15,232
|
Balance
at 1 January 2007
|
4,140
|
382
|
1,549
|
2,461
|
733
|
9,265
|
Except for
the exploration and production right, the above intangible assets were
acquired from third parties. The Company acquired Sinopec National Star
together with the exploration and production right from Sinopec Group
Company. The exploration and production right was valued with reference to
the proved reserves of the associated oil fields. The amortisation period
of the exploration and production right was 27 years. At 31 December
2007, the remaining amortisation period of the exploration and production
right was 20 years.
|
|
The
Company
|
|
Exploration
|
||||||
Computer
|
and
|
|||||
Land
use
|
software
|
Technical
|
production
|
|||
right
|
license
|
know-how
|
right
|
Others
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cost:
|
||||||
Balance at 1
January 2007
|
2,662
|
918
|
2,134
|
3,163
|
422
|
9,299
|
Additions for
the year
|
281
|
228
|
23
|
—
|
1,124
|
1,656
|
Transferred
from subsidiaries
|
263
|
7
|
621
|
—
|
1
|
892
|
Other
transfer in
|
2,058
|
12
|
19
|
—
|
114
|
2,203
|
Disposals
|
(39
|
—
|
—
|
—
|
(33
|
(72
|
Balance
at 31 December 2007
|
5,225
|
1,165
|
2,797
|
3,163
|
1,628
|
13,978
|
Accumulated
Amortisation:
|
||||||
Balance at 1
January 2007
|
84
|
629
|
1,028
|
702
|
32
|
2,475
|
Amortisation
charge for the year
|
100
|
179
|
243
|
117
|
100
|
739
|
Transferred
from subsidiaries
|
54
|
4
|
301
|
—
|
—
|
359
|
Other
transfer in
|
102
|
—
|
—
|
—
|
1
|
103
|
Written back
on disposals
|
(7
|
—
|
—
|
—
|
(13
|
(20
|
Balance
at 31 December 2007
|
333
|
812
|
1,572
|
819
|
120
|
3,656
|
Net
book value:
|
||||||
Balance
at 31 December 2007
|
4,892
|
353
|
1,225
|
2,344
|
1,508
|
10,322
|
Balance
at 1 January 2007
|
2,578
|
289
|
1,106
|
2,461
|
390
|
6,824
|
Except for
the exploration and production right, the above intangible assets were
acquired from third parties. The Company acquired Sinopec National Star
together with the exploration and production right from Sinopec Group
Company. The exploration and production right was valued with reference to
the proved reserves of the associated oil fields. The amortisation period
of the exploration and production right was 27 years. At 31 December 2007,
the remaining amortisation period of the exploration and production right
was 20 years.
|
|
16
|
GOODWILL
|
The
Group
|
||
2007
|
||
RMB
millions
|
||
Balance at 1
January
|
14,525
|
|
Additions for
the year
|
1,328
|
|
Disposals for
the year
|
(163
|
|
Balance
at 31 December
|
15,690
|
|
Less:
Impairment losses
|
—
|
|
Net
balance at 31 December
|
15,690
|
|
Goodwill is
allocated to the following Group’s cash-generating
units:
|
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Sinopec
Beijing Yanshan Branch (“Sinopec Yanshan”)
|
1,157
|
1,157
|
Sinopec
Zhenhai Refining and Chemical Branch (“Sinopec Zhenhai”)
|
4,043
|
4,043
|
Sinopec Qilu
Branch (“Sinopec Qilu”)
|
2,159
|
2,159
|
Sinopec
Yangzi Petrochemical Company Limited (“Sinopec Yangzi”)
|
2,737
|
2,737
|
Sinopec
Zhongyuan Petroleum Company Limited (“Sinopec Zhongyuan”)
|
1,500
|
1,500
|
Sinopec
Shengli Oil Field Dynamic Company Limited (“Dynamic”)
|
1,361
|
1,361
|
Hong Kong gas
stations
|
1,004
|
—
|
Multiple
units without individually significant goodwill
|
1,729
|
1,568
|
15,690
|
14,525
|
During the
year ended 31 December 2005, the Group acquired the entire 1,012,000,000 H
shares, representing approximately 29.99% of the issued share capital of
Sinopec Beijing Yanshan Petrochemical Company Limited from minority
interests shareholders at HK$ 3.80 per share. The total consideration paid
by the Group was approximately RMB 4,088 million which was settled in
cash. The excess of the cost of purchase over the fair value of the
underlying assets and liabilities (on a proportionate share) was RMB 1,157
million.
|
|
During the
year ended 31 December 2006, the Group acquired additional equity
interests in Sinopec Zhenhai, Sinopec Qilu, Sinopec Yangzi, Sinopec
Zhongyuan and Dynamic of 28.7%, 17.7%, 14.8%, 28.5% and 71.4%,
respectively. The Company acquired these additional equity interests to
reduce management layers and improve the efficiency of the production,
management and sales of the Group as a whole. The total consideration paid
by the Group was approximately RMB 21,971 million which was settled in
cash. The excess of the cost of purchase over the fair value of the
underlying assets and liabilities (on a proportionate share) in Sinopec
Zhenhai, Sinopec Qilu, Sinopec Yangzi, Sinopec Zhongyuan and Dynamic were
RMB 4,043 million, RMB 2,159 million, RMB 2,737 million, RMB 1,500 million
and RMB 1,361 million, respectively.
|
|
During the
year ended 31 December 2007, the Group acquired the entire equity
interests of Hong Kong gas stations. The Group acquired Hong Kong gas
stations to achieve economy of scale on marketing and distribution of
refined petroleum products in Hong Kong. The total consideration paid by
the Group was approximately RMB 3,898 million which was settled in cash.
The excess of cost of purchase over the fair value of the underlying
assets and liabilities acquired was RMB 1,004
million.
|
|
The
recoverable amounts of Sinopec Yanshan, Sinopec Zhenhai, Sinopec Qilu,
Sinopec Yangzi, Sinopec Zhongyuan, Dynamic and Hong Kong gas stations are
determined based on value in use calculations. These calculations use cash
flow projections based on financial budgets approved by management
covering a one-year period and pre-tax discount rates primarily ranging
from 13.9% to 16.9%. Cash flows beyond the one-year period are maintained
constant. Management believes any reasonably possible change in the key
assumptions on which these entities’ recoverable amounts are based would
not cause these entities’ carrying amounts to exceed their recoverable
amounts.
|
|
Key
assumptions used for the value in use calculations for these entities are
the gross margin and sales volume. Management determined the budgeted
gross margin based on the gross margin achieved in the period immediately
before the budget period and its expectation of the trend of international
crude oil prices. The sales volume was based on the production capacity
and/or the sales volume in the period immediately before the budget
period.
|
|
17
|
LONG-TERM
DEFERRED EXPENSES
|
|
Long-term
deferred expenses primarily represent prepaid rental expenses over one
year and catalysts expenditures.
|
18
|
DEFERRED
TAX ASSETS AND LIABILITIES
|
The
Group
|
|||||||
Assets
|
Liabilities
|
Net
balance
|
|||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Current
|
|||||||
Receivables
and inventories
|
3,836
|
3,527
|
—
|
—
|
3,836
|
3,527
|
|
Accruals
|
2,613
|
865
|
—
|
—
|
2,613
|
865
|
|
Non-current
|
|||||||
Fixed
assets
|
2,705
|
2,213
|
(1,376)
|
(1,016)
|
1,329
|
1,197
|
|
Tax value of
losses carried forward
|
176
|
105
|
—
|
—
|
176
|
105
|
|
Available-for-sale
financial assets
|
—
|
—
|
(116)
|
(4)
|
(116)
|
(4)
|
|
Embedded
derivative component of convertible bonds
|
803
|
—
|
—
|
—
|
803
|
—
|
|
Others
|
59
|
50
|
—
|
—
|
59
|
50
|
|
Deferred
tax assets/(liabilities)
|
10,192
|
6,760
|
(1,492)
|
(1,020)
|
8,700
|
5,740
|
|
The
Company
|
|||||||
Assets
|
Liabilities
|
Net
balance
|
|||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Current
|
|||||||
Receivables
and inventories
|
3,709
|
3,334
|
—
|
—
|
3,709
|
3,334
|
|
Accruals
|
2,594
|
814
|
—
|
—
|
2,594
|
814
|
|
Non-current
|
|||||||
Fixed
assets
|
2,259
|
1,674
|
(584)
|
(972)
|
1,675
|
702
|
|
Embedded
derivative component of convertible bonds
|
803
|
—
|
—
|
—
|
803
|
—
|
|
Others
|
53
|
17
|
—
|
—
|
53
|
17
|
|
Deferred
tax assets/(liabilities)
|
9,418
|
5,839
|
(584)
|
(972)
|
8,834
|
4,867
|
|
Movements in
the deferred tax assets and liabilities are as follows:
|
|||||||
The
Group
|
||||||
Balance at 1
January2007 RMB millions
|
Recognised in
consolidated income statement RMB millions
|
Acquisitions
of subsidiaries RMB millions
|
Recognised in
capital reserve RMB millions
|
Balance
at 31 December 2007 RMB millions
|
||
Current
|
||||||
Receivables
and inventories
|
3,527
|
309
|
—
|
—
|
3,836
|
|
Accruals
|
865
|
1,748
|
—
|
—
|
2,613
|
|
Non-current
|
||||||
Fixed
assets
|
1,197
|
179
|
(47)
|
—
|
1,329
|
|
Tax value of
losses carried forward
|
105
|
71
|
—
|
176
|
||
Available-for-sale
financial assets
|
(4)
|
—
|
—
|
(112)
|
(116)
|
|
Embedded
derivative component of convertible bonds
|
—
|
803
|
—
|
—
|
803
|
|
Others
|
50
|
9
|
—
|
—
|
59
|
|
Net
deferred tax assets/(liabilities)
|
5,740
|
3,119
|
(47)
|
(112)
|
8,700
|
|
The
Company
|
||||||
Balance at 1
January 2007 RMB millions
|
Recognised
in
income
statement RMB millions
|
Transferred
from subsidiaries RMB millions
|
Balance
at 31 December 2007 RMB millions
|
|||
Current
|
||||||
Receivables
and inventories
|
3,334
|
315
|
60
|
3,709
|
||
Accruals
|
814
|
1,755
|
25
|
2,594
|
||
Non-current
|
||||||
Fixed
assets
|
702
|
933
|
40
|
1,675
|
||
Embedded
derivative component of convertible bonds
|
—
|
803
|
—
|
803
|
||
Others
|
17
|
34
|
2
|
53
|
||
Net
deferred tax assets
|
4,867
|
3,840
|
127
|
8,834
|
19
|
IMPAIRMENT
LOSSES
|
Balance
at
|
Balance
at
|
|||||||
1
January
|
Provision
for
|
Written
back
|
Written
off
|
31
December
|
||||
Note
|
2007
|
the
year
|
for the
year
|
for the
year
|
2007
|
|||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||||
Allowance for
doubtful accounts
|
||||||||
Included:
Trade accounts receivable
|
8
|
3,345
|
295
|
(204)
|
(554)
|
2,882
|
||
Other
receivables
|
9
|
3,479
|
143
|
(251)
|
(295)
|
3,076
|
||
6,824
|
438
|
(455)
|
(849)
|
5,958
|
||||
Provision for
diminution in value of inventories
|
11
|
871
|
3,962
|
(131)
|
(130)
|
4,572
|
||
Long-term
equity investment
|
12
|
316
|
55
|
—
|
(66)
|
305
|
||
Fixed
assets
|
13
|
6,092
|
3,392
|
—
|
(546)
|
8,938
|
||
Construction
in progress
|
14
|
—
|
197
|
—
|
—
|
197
|
||
Total
|
14,103
|
8,044
|
(586)
|
(1,591)
|
19,970
|
|||
Balance at 1
January 2007 RMB millions
|
Provision for
the year RMB millions
|
Written back
for the year RMB millions
|
Written off
for the year RMB millions
|
Transferred
from subsidiaries RMB millions
|
Balance
at 31 December 2007 RMB millions
|
|||
Note
|
||||||||
Allowance for
doubtful accounts
|
||||||||
Included:
Trade accounts receivable
|
8
|
2,668
|
205
|
(154)
|
(457)
|
101
|
2,363
|
|
Other
receivables
|
9
|
3,699
|
121
|
(178)
|
(268)
|
30
|
3,404
|
|
6,367
|
326
|
(332)
|
(725)
|
131
|
5,767
|
|||
Provision for
diminution in value of inventories
|
11
|
469
|
3,949
|
(98)
|
(87)
|
88
|
4,321
|
|
Long-term
equity investment
|
12
|
112
|
46
|
—
|
(40)
|
—
|
118
|
|
Fixed
assets
|
13
|
4,428
|
3,085
|
—
|
(498)
|
162
|
7,177
|
|
Construction
in progress
|
14
|
—
|
195
|
—
|
—
|
—
|
195
|
|
Total
|
11,376
|
7,601
|
(430)
|
(1,350)
|
381
|
17,578
|
20
|
SHORT-TERM
LOANS
|
The
Group
|
The
Company
|
||||||||
2007
|
2006
|
2007
|
2006
|
||||||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||||||
Short-term
bank loans
|
21,294
|
29,264
|
7,429
|
15,045
|
|||||
Loans from
Sinopec Group Company and fellow subsidiaries
|
15,660
|
6,461
|
14,523
|
806
|
|||||
Total
|
36,954
|
35,725
|
21,952
|
15,851
|
|||||
The Group’s
and the Company’s weighted average interest rates per annum on short-term
loans were 5.4% (2006: 5.2%) and 5.4% (2006: 4.7%) respectively at 31
December 2007. The majority of the above loans are by
credit.
|
|||||||||
Except for
the balances disclosed in Note 46, there is no amount due to shareholders
who hold 5% or more voting right of the Company included in the balance of
short-term loans.
|
|||||||||
At 31
December 2007 and 2006, the Group and the Company had no significant
overdue short-term loan.
|
|||||||||
21
|
BILLS
PAYABLE
|
22
|
TRADE
ACCOUNTS PAYABLE
|
23
|
RECEIPTS
IN ADVANCE
|
24
|
STAFF
COSTS PAYABLE
|
25
|
TAXES
PAYABLE
|
The
Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Value-added
tax
|
(2,828)
|
(1,199)
|
(2,351)
|
(591)
|
|
Consumption
tax
|
2,018
|
1,881
|
1,592
|
1,362
|
|
Income
tax
|
10,479
|
9,211
|
8,979
|
7,162
|
|
Special oil
income levy
|
4,508
|
1,169
|
4,211
|
1,041
|
|
Resources
tax
|
1,327
|
1,782
|
1,176
|
1,741
|
|
Other
taxes
|
2,058
|
1,779
|
1,776
|
1,218
|
|
Total
|
17,562
|
14,623
|
15,383
|
11,933
|
26
|
OTHER
CREDITORS
|
27
|
CURRENT
PORTION OF LONG-TERM LOANS
|
The
Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Long-term
bank loans
|
|||||
— Renminbi
loans
|
11,659
|
13,909
|
11,073
|
12,443
|
|
— Japanese
Yen loans
|
356
|
526
|
356
|
526
|
|
— US Dollar
loans
|
218
|
831
|
175
|
314
|
|
— Euro
loans
|
26
|
25
|
26
|
25
|
12,259
|
15,291
|
11,630
|
13,308
|
||
Long-term
other loans
|
|||||
— Renminbi
loans
|
1,022
|
22
|
1,000
|
—
|
|
— US Dollar
loans
|
5
|
5
|
3
|
3
|
|
1,027
|
27
|
1,003
|
3
|
||
Long-term
loans from Sinopec Group Company and fellow subsidiaries
|
|||||
— Renminbi
loans
|
180
|
552
|
180
|
552
|
|
Total
current portion of long-term loans
|
13,466
|
15,870
|
12,813
|
13,863
|
|
28
|
LONG-TERM
LOANS
|
|||||
The Group’s
and the Company’s long-term loans represent:
|
||||||
The
Group
|
The
Company
|
|||||
Interest rate
and final maturity
|
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|||
Third
parties debts
|
||||||
Long-term
bank loans
|
||||||
Renminbi
loans
|
Interest
rates ranging from
|
|||||
interest free
to 8.3% per annum
|
||||||
at 31
December 2007
|
||||||
with
maturities through 2017
|
46,912
|
65,398
|
36,762
|
55,457
|
||
Japanese Yen
loans
|
Interest
rates ranging from
|
|||||
2.6% to 3.0%
per annum
|
||||||
at 31
December 2007
|
||||||
with
maturities through 2024
|
2,147
|
2,713
|
2,147
|
2,713
|
||
US Dollar
loans
|
Interest
rates ranging from
|
|||||
interest free
to 7.4% per annum
|
||||||
at 31
December 2007
|
||||||
with
maturities through 2031
|
1,189
|
2,081
|
857
|
1,192
|
||
Euro
loans
|
Fixed rate at
6.7% per annum
|
|||||
at 31
December 2007
|
||||||
with
maturities through 2010
|
78
|
101
|
78
|
101
|
||
Hong Kong
Dollar loans
|
Floating rate
at Hong Kong
|
|||||
Interbank
Offer Rate plus
|
||||||
0.5% per
annum
|
||||||
at 31
December 2007
|
||||||
with
maturities through 2009
|
375
|
—
|
—
|
—
|
||
Less: Current
portion
|
12,259
|
15,291
|
11,630
|
13,308
|
||
Long-term
bank loans
|
38,442
|
55,002
|
28,214
|
46,155
|
||
Other
long-term loans
|
||||||
Renminbi
loans
|
Interest
rates ranging
|
|||||
from interest
free to
|
||||||
5.2% per
annum
|
||||||
at 31
December 2007
|
||||||
with
maturities through 2009
|
3,075
|
3,098
|
3,006
|
3,007
|
||
US Dollar
loans
|
Interest
rates ranging
|
|||||
from interest
free to 2.0% per
|
||||||
annum at 31
December 2007
|
||||||
with
maturities through 2015
|
38
|
44
|
28
|
30
|
||
Less: Current
portion
|
1,027
|
27
|
1,003
|
3
|
||
Other
long-term loans
|
2,086
|
3,115
|
2,031
|
3,034
|
||
Long-term
loans from Sinopec Group Company and fellow subsidiaries
|
||||||
Renminbi
loans
|
Interest
rates ranging
|
|||||
from interest
free to 7.3% per
|
||||||
annum at 31
December 2007
|
||||||
with
maturities through 2020
|
37,360
|
39,572
|
36,990
|
39,392
|
||
Less: Current
portion
|
180
|
552
|
180
|
552
|
||
Long-term
loans from Sinopec Group Company and fellow subsidiaries
|
37,180
|
39,020
|
36,810
|
38,840
|
||
Total
|
77,708
|
97,137
|
67,055
|
88,029
|
||
The maturity
analysis of the Group’s and the Company’s long-term loans is as
follows:
|
||||||
The
Group
|
The
Company
|
|||||
2007
|
2006
|
2007
|
2006
|
|||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|||
Between one
and two years
|
19,604
|
25,746
|
17,375
|
24,590
|
||
Between two
and five years
|
18,292
|
33,633
|
12,787
|
26,147
|
||
After five
years
|
39,812
|
37,758
|
36,893
|
37,292
|
||
Total
long-term loans
|
77,708
|
97,137
|
67,055
|
88,029
|
||
At 31
December 2007, the Group and the Company had loans from third parties
secured by fixed assets amounting to RMB 87 million (2006: RMB 171
million) and RMB 26 million (2006: RMB 46 million) respectively. At 31
December 2007 and 2006, the Group did not have loans from third parties
secured by cash at bank. The remaining long-term loans are by
credit.
|
||||||
Except for
the balances disclosed in Note 46, there is no amount due to shareholders
who hold 5% or more voting right of the Company included in the balance of
long-term loans.
|
29
|
DEBENTURES
PAYABLE
|
The
Group
|
The
Company
|
||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||||||||
Short-term
corporate bonds (i)
|
10,074
|
11,885
|
10,074
|
9,885
|
|||||||
Debentures
payable:
|
|||||||||||
— Corporate
bonds (ii)
|
28,500
|
3,500
|
28,500
|
3,500
|
|||||||
— Convertible
bonds (iii)
|
14,106
|
—
|
14,106
|
—
|
|||||||
42,606
|
3,500
|
42,606
|
3,500
|
||||||||
(i)
|
The Company
issued 182-day corporate bonds of face value at RMB 10 billion to
corporate investors in the PRC debenture
market on 13 November 2006, at a discounted value of RMB 98.43 per RMB 100
par value. The effective yield of the
182-day corporate bond is 3.20% per annum. The Company redeemed the
corporate bonds in May 2007.
|
||||||||||
A subsidiary
of the Company issued 365-day corporate bonds of face value at RMB 2
billion to corporate investors in the PRC debenture
market on 11 December 2006 at par value of RMB 100. The effective yield of
the 365-day corporate bond is 3.83% per
annum. The corporate bonds were redeemed in December
2007.
|
|||||||||||
The Company
issued 182-day corporate bonds of face value at RMB 10 billion to
corporate investors in the PRC debenture
market on 22 October 2007 at par value of RMB 100. The effective yield of
the 182-day corporate bond is 4.12% per
annum. The corporate bonds mature in April 2008.
|
|||||||||||
(ii)
|
The Company
issued ten-year corporate bonds of RMB 3.5 billion to PRC citizens as well
as PRC legal and non-legal persons on 24
February 2004. The ten-year corporate bond bears a fixed interest rate of
4.61% per annum and interest is paid
annually. Interest payable for the current year was included in other
creditors.
|
||||||||||
The Company
issued ten-year corporate bonds of RMB 5 billion to corporate investors in
the PRC debenture market on 10 May 2007.
The ten-year corporate bond bears a fixed interest rate of 4.20% per annum
and interest is paid annually. Interest
payable for the current year was included in other
creditors.
|
|||||||||||
The Company
issued five-year corporate bonds of RMB 8.5 billion to corporate investors
in the PRC debenture market on 13 November
2007. The five-year corporate bond bears a fixed interest rate of 5.40%
per annum and interest is paid annually.
Interest payable for the current year was included in other
creditors.
|
|||||||||||
The Company
issued ten-year corporate bonds of RMB 11.5 billion to corporate investors
in the PRC debenture market on 13
November 2007. The ten-year corporate bond bears a fixed interest rate of
5.68% per annum and interest is paid annually.
Interest payable for the current year was included in other
creditors.
|
|||||||||||
(iii)
|
On 24 April
2007, the Company issued zero coupon convertible bonds due 2014 with an
aggregate principal amount of
HK$11.7 billion (the “Convertible Bonds”). The Convertible Bonds are
convertible into shares of the Company from 4 June
2007 onwards at a price of HK$10.76 per share, subject to adjustment for,
amongst other things, subdivision or
consolidation of shares, bonus issues, rights issues, capital
distribution, change of control and other events, which have a dilutive
effect on the issued share capital of the Company. Unless previously
redeemed, converted or purchased and cancelled,
the Convertible Bonds will be redeemed on the maturity date at 121.069% of
the principal amount. The Company has
an early redemption option at any time after 24 April 2011 (subject to
certain criteria) and a cash settlement option when
the holders exercise their conversion right. The holders also have
an early redemption option to require the Company to
redeem all or some of the Convertible Bonds on 24 April 2011 at an early
redemption amount of 111.544% of
the principal
amount.
|
||||||||||
At 31
December 2007, the carrying amounts of liability and derivative components
of the Convertible Bonds were RMB 10,159
million and RMB 3,947 million, respectively. No conversion of the
Convertible Bonds has occurred up to 31 December
2007.
|
|||||||||||
At 17 April
2007 and 31 December 2007, the fair value of the derivative component of
the Convertible Bonds was calculated
using the Black-Scholes Model. The following are the major inputs used in
the Black-Scholes Model:
|
At
31 December
|
At 17
April
|
||
2007
|
2007
|
||
Stock price
of underlying shares
|
HKD
11.78
|
HKD
7.17
|
|
Conversion
price
|
HKD
10.76
|
HKD
10.76
|
|
Volatility
|
46%
|
30%
|
|
Average risk
free rate
|
3.60%
|
4.47%
|
|
Average
expected life
|
4.8
years
|
5.5
years
|
|
30
|
PROVISION
|
31
|
SHARE
CAPITAL
|
The Group and
the Company
|
||
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Registered,
issued and fully paid:
|
||
69,921,951,000
domestic listed A shares of RMB 1.00 each
|
69,922
|
69,922
|
16,780,488,000
overseas listed H shares of RMB 1.00 each
|
16,780
|
16,780
|
86,702
|
86,702
|
32
|
CAPITAL
RESERVE
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Balance at 1
January
|
38,553
|
38,519
|
36,526
|
36,526
|
Change in
fair value of available-for-sale financial assets, net of deferred tax
(i)
|
2,892
|
34
|
2,711
|
—
|
Acquisition
of Refinery Plants, net of contributions from Sinopec Group Company (Note
1)
|
(2,400)
|
—
|
(1,062)
|
—
|
Transferred
from retained profits and surplus reserves (ii)
|
(654)
|
—
|
—
|
—
|
Balance
at 31 December
|
38,391
|
38,553
|
38,175
|
36,526
|
|
(i)
|
The
available-for-sale financial assets held by the Group and the Company are
carried at fair value with any change in fair value, net of deferred tax,
recognised directly in capital
reserve.
|
|
(ii)
|
During the
year ended 31 December 2007, the Group acquired the Refinery Plants (Note
1). According to the accounting policy of business combination involving
entities under common control (Note 3(1)(a)), the Group’s proportionate
shares in the retained profits and surplus reserves of the Refinery Plants
on the acquisition date, are transferred to capital
reserve.
|
33
|
SURPLUS
RESERVES
|
The
Group
|
|||
Statutory
|
Discretionary
|
||
surplus
reserve
|
surplus
reserve
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Balance at 1
January 2007
|
32,519
|
27,000
|
59,519
|
Appropriation
|
5,468
|
—
|
5,468
|
Transferred
to capital reserve (Note)
|
(190)
|
—
|
(190)
|
Balance
at 31 December 2007
|
37,797
|
27,000
|
64,797
|
Note:
|
During the
year ended 31 December 2007, the Group acquired the Refinery Plants (Note
1). According to the accounting policy of business combination involving
entities under common control (Note 3(1)(a)), the Group’s proportionate
shares in surplus reserves of Refinery Plants on the acquisition date, was
transferred to capital reserve.
|
The
Company
|
|||
Statutory
|
Discretionary
|
||
surplus
reserve
|
surplus
reserve
|
Total
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Balance at 1
January 2007
|
32,329
|
27,000
|
59,329
|
Appropriation
|
5,468
|
—
|
5,468
|
Balance
at 31 December 2007
|
37,797
|
27,000
|
64,797
|
|
(a)
|
10% of the
net profit is transferred to the statutory surplus
reserve;
|
|
(b)
|
after the
transfer to the statutory surplus reserve, a transfer to discretionary
surplus reserve can be made upon the passing of a resolution at the
shareholders’ meeting.
|
34
|
OPERATING
INCOME AND COST OF SALES
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Income from
principal operations
|
1,173,869
|
1,034,816
|
854,228
|
779,902
|
Income from
other operations
|
30,974
|
26,853
|
28,125
|
20,536
|
Total
|
1,204,843
|
1,061,669
|
882,353
|
800,438
|
35
|
SALES
TAXES AND SURCHARGES
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Consumption
tax
|
16,324
|
14,718
|
13,037
|
10,425
|
Special oil
income levy
|
11,208
|
8,470
|
10,470
|
8,203
|
City
construction tax
|
3,670
|
3,078
|
2,971
|
2,276
|
Education
surcharge
|
1,922
|
1,640
|
1,590
|
1,206
|
Resources
tax
|
882
|
818
|
826
|
789
|
Business
tax
|
298
|
253
|
287
|
187
|
Total
|
34,304
|
28,977
|
29,181
|
23,086
|
36
|
FINANCIAL
EXPENSES
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Interest
expenses incurred
|
8,280
|
8,560
|
6,266
|
6,266
|
Less:
Capitalised interest expenses
|
966
|
1,494
|
641
|
1,084
|
Net interest
expenses
|
7,314
|
7,066
|
5,625
|
5,182
|
Interest
income
|
(405)
|
(537)
|
(87)
|
(234)
|
Foreign
exchange loss
|
311
|
140
|
72
|
111
|
Foreign
exchange gain
|
(2,330)
|
(889)
|
(1,534)
|
(383)
|
Total
|
4,890
|
5,780
|
4,076
|
4,676
|
37
|
EXPLORATION
EXPENSES
|
38
|
IMPAIRMENT
LOSSES
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Receivables
|
(17)
|
253
|
(6)
|
132
|
Inventories
|
3,831
|
103
|
3,851
|
113
|
Long-term
equity investments
|
55
|
48
|
46
|
20
|
Fixed
assets
|
3,392
|
600
|
3,085
|
531
|
Construction
in progress
|
197
|
—
|
195
|
—
|
Total
|
7,458
|
1,004
|
7,171
|
796
|
39
|
FAIR
VALUE LOSS
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Fair value
loss on the derivative component of convertible bonds (Note
29(iii))
|
3,211
|
—
|
3,211
|
—
|
40
|
INVESTMENT
INCOME
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Investment
income from subsidiaries
|
—
|
—
|
17,331
|
19,559
|
Investment
income from associates and jointly controlled entities
|
4,044
|
3,434
|
2,781
|
2,347
|
Other
investment income
|
1,712
|
335
|
310
|
29
|
Total
|
5,756
|
3,769
|
20,422
|
21,935
|
41
|
NON-OPERATING
INCOME
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Gain on
disposal of fixed assets
|
1,571
|
136
|
1,079
|
318
|
Grant
(i)
|
4,863
|
5,161
|
4,630
|
3,016
|
Gain from
debt extinguishment (ii)
|
—
|
486
|
—
|
—
|
Others
|
394
|
237
|
254
|
125
|
Total
|
6,828
|
6,020
|
5,963
|
3,459
|
|
(i)
|
During the
year ended 31 December 2007, the Group recognised a grant income of RMB
4,863 million (2006: RMB 5,161 million). These grants were for
compensation of losses incurred due to the distortion of the correlation
of domestic refined petroleum product prices and the crude oil prices, and
the measures taken by the Group to stabilise the supply in the PRC refined
petroleum market during the respective year. There are no unfulfilled
conditions and other contingencies attached to the receipts of these
grants. There is no assurance that the Group will continue to receive such
grant in the future.
|
|
(ii)
|
During the
year ended 31 December 2006, a subsidiary of the Group reached an
agreement with a bank to waive loan principal balance and related interest
payable totalling RMB 486 million.
|
42
|
NON-OPERATING
EXPENSES
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Loss on
disposal of fixed assets
|
805
|
1,783
|
681
|
1,534
|
Fines,
penalties and compensation
|
90
|
68
|
83
|
62
|
Donations
|
158
|
95
|
118
|
75
|
Others
|
1,006
|
931
|
802
|
541
|
Total
|
2,059
|
2,877
|
1,684
|
2,212
|
43
|
INCOME
TAX
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Provision for
PRC income tax for the year
|
28,628
|
23,207
|
20,198
|
16,435
|
Deferred
taxation
|
(3,119)
|
(1,067)
|
(3,840)
|
(678)
|
Adjustment
for provision for income tax in respect of proceeding year
|
249
|
260
|
249
|
240
|
Total
|
25,758
|
22,400
|
16,607
|
15,997
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Profit before
taxation
|
82,911
|
75,383
|
71,290
|
73,640
|
Expected PRC
income tax expense at a statutory tax rate of 33%
|
27,361
|
24,876
|
23,526
|
24,301
|
Tax effect of
non-deductible expenses
|
1,400
|
733
|
921
|
626
|
Tax effect of
non-taxable income
|
(3,767)
|
(1,598)
|
(8,896)
|
(7,226)
|
Tax effect of
differential tax rate (Note)
|
(2,020)
|
(2,146)
|
(1,472)
|
(1,895)
|
Tax effect of
tax losses not recognised
|
103
|
324
|
—
|
—
|
Adjustment
for provision for income tax in respect of proceeding year
|
249
|
260
|
249
|
240
|
Tax credit
for domestic equipment purchases
|
(500)
|
(49)
|
(500)
|
(49)
|
Effect of
change in tax rate on deferred tax
|
2,932
|
—
|
2,779
|
—
|
Actual
tax expense
|
25,758
|
22,400
|
16,607
|
15,997
|
Note:
|
The provision
for PRC current income tax is based on a statutory rate of 33% of the
assessable income of the Group as determined in accordance with the
relevant income tax rules and regulations of the PRC, except for certain
entities of the Group, which are taxed at a preferential rate of
15%.
|
44
|
DIVIDENDS
|
|
(a)
|
Dividends
of ordinary shares declared after the balance sheet
date
|
|
(b)
|
Dividends
of ordinary shares declared during the
year
|
45
|
SUPPLEMENTAL
INFORMATION TO THE CASH FLOW
STATEMENT
|
|
(a)
|
Reconciliation
of net profit to cash flows from operating
activities:
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Net
profit
|
54,947
|
52,086
|
54,683
|
57,643
|
Add:
Impairment losses on assets
|
7,458
|
1,004
|
7,171
|
796
|
Depreciation
of fixed assets
|
42,138
|
33,713
|
34,503
|
25,555
|
Amortisation
of intangible assets
|
1,246
|
614
|
739
|
368
|
Dry hole
costs
|
6,060
|
3,960
|
5,956
|
3,950
|
Net
(gain)/loss on disposal of fixed assets
|
(766)
|
1,647
|
(398)
|
1,216
|
Fair value
loss
|
3,211
|
—
|
3,211
|
—
|
Financial
expenses
|
4,890
|
5,780
|
4,076
|
4,676
|
Investment
income
|
(5,756)
|
(3,769)
|
(20,422)
|
(21,934)
|
Increase in
deferred tax assets
|
(3,432)
|
(966)
|
(3,452)
|
(554)
|
Increase/(decrease)
in deferred tax liabilities
|
313
|
(90)
|
(388)
|
(30)
|
Increase in
inventories
|
(24,323)
|
(2,993)
|
(9,966)
|
(3,450)
|
Increase in
operating receivables
|
(12,928)
|
(2,540)
|
(18,586)
|
(4,935)
|
Increase in
operating payables
|
48,986
|
9,527
|
40,650
|
28,682
|
Minority
interests
|
2,206
|
897
|
—
|
—
|
Net
cash flow from operating activities
|
124,250
|
98,870
|
97,777
|
91,983
|
|
(b)
|
Net
change in cash and cash
equivalents:
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cash balance
at the end of the year
|
108
|
15
|
24
|
5
|
Less: Cash
balance at the beginning of the year
|
15
|
20
|
5
|
12
|
Add: Cash
equivalents at the end of the year
|
7,588
|
7,048
|
3,055
|
2,758
|
Less: Cash
equivalents at the beginning of the year
|
7,048
|
14,744
|
2,758
|
5,002
|
Net
increase/(decrease) of cash and cash equivalents
|
633
|
(7,701)
|
316
|
(2,251)
|
|
(c)
|
The
analysis of cash and cash equivalents held by the Group and the Company is
as follows:
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cash
|
||||
— Cash in
hand
|
108
|
15
|
24
|
5
|
— Demand
deposits
|
7,588
|
7,048
|
3,055
|
2,758
|
Cash
and cash equivalents at the end of the year
|
7,696
|
7,063
|
3,079
|
2,763
|
46
|
RELATED
PARTIES AND RELATED PARTY
TRANSACTIONS
|
|
(a)
|
Related
parties having the ability to exercise control over the
Group
|
The name of
the company
|
:
|
China
Petrochemical Corporation
|
Organisation
code
|
:
|
10169286-X
|
Registered
address
|
:
|
No. 6A,
Huixin East Street, Chaoyang District, Beijing
|
Principal
activities
|
:
|
Processing
crude oil into refined products and petrochemical products, petrochemical
products which include: petrochemical products made from crude oil and
natural gas; production, sale and import and export of synthetic fibre and
synthetic fibre monomer.
|
Relationship
with the Group
|
:
|
Ultimate
holding company
|
Types of
legal entity
|
:
|
State-owned
|
Authorised
representative
|
:
|
Su
Shulin
|
Registered
capital
|
:
|
RMB 104,912
million
|
|
(b)
|
Related
parties not having the ability to exercise control over the
Group
|
|
(c)
|
The
principal related party transactions carried out in the ordinary course of
business are as follows:
|
The
Group
|
The
Company
|
||||
Note
|
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Sales of
goods
|
(i)
|
144,581
|
138,670
|
84,123
|
74,022
|
Purchases
|
(ii)
|
64,440
|
54,478
|
35,916
|
26,764
|
Transportation
and storage
|
(iii)
|
1,141
|
1,587
|
985
|
1,287
|
Exploration
and development services
|
(iv)
|
32,121
|
22,048
|
30,157
|
21,571
|
Production
related services
|
(v)
|
19,238
|
12,508
|
11,310
|
11,071
|
Ancillary and
social services
|
(vi)
|
1,621
|
1,710
|
1,552
|
1,579
|
Operating
lease charges
|
(vii)
|
3,967
|
3,826
|
3,704
|
3,523
|
Agency
commission income
|
(viii)
|
60
|
60
|
—
|
—
|
Interest
received
|
(ix)
|
34
|
56
|
15
|
29
|
Interest
paid
|
(x)
|
789
|
1,302
|
640
|
962
|
Net deposits
withdrawn from related parties
|
(xi)
|
356
|
4,767
|
102
|
1,797
|
Net loans
obtained from/
(repaid to) related
parties
|
(xii)
|
6,987
|
4,264
|
11,315
|
(3,160)
|
46
|
RELATED PARTIES AND RELATED
PARTY TRANSACTIONS
(Continued)
|
|
Notes:
|
|
(i)
|
Sales of
goods represent the sale of crude oil, intermediate petrochemical
products, petroleum products and ancillary
materials.
|
|
(ii)
|
Purchases
represent the purchase of material and utility supplies directly related
to the Group’s operations such as the procurement of raw and ancillary
materials and related services, supply of water, electricity and
gas.
|
|
(iii)
|
Transportation
and storage represent the cost for the use of railway, road and marine
transportation services, pipelines, loading, unloading and storage
facilities.
|
|
(iv)
|
Exploration
and development services comprise direct costs incurred in the exploration
and development of crude oil such as geophysical, drilling, well testing
and well measurement services.
|
|
(v)
|
Production
related services represent ancillary services rendered in relation to the
Group’s operations such as equipment repair and general maintenance,
insurance premium, technical research, communications, fire fighting,
security, product quality testing and analysis, information technology,
design and engineering, construction which includes the construction of
oilfield ground facilities, refineries and chemical plants, manufacture of
replacement parts and machinery, installation, project management and
environmental protection.
|
|
(vi)
|
Ancillary and
social services represent expenditures for social welfare and support
services such as educational facilities, media communication services,
sanitation, accommodation, canteens, property maintenance and management
services.
|
|
(vii)
|
Operating
lease charges represent the rental paid to Sinopec Group Company for
operating leases in respect of land, buildings and
equipments.
|
|
(viii)
|
Agency
commission income represents commission earned for acting as an agent in
respect of sales of products and purchase of materials for certain
entities owned by Sinopec Group
Company.
|
|
(ix)
|
Interest
received represents interest received from deposits placed with Sinopec
Finance Company Limited, a finance company controlled by Sinopec Group
Company. The applicable interest rate is determined in accordance with the
prevailing saving deposit rate.
|
|
(x)
|
Interest paid
represents interest charges on the loans and advances obtained from
Sinopec Group Company and Sinopec Finance Company
Limited.
|
|
(xi)
|
Deposits
withdrawn from related parties represent net deposits withdrawn from
Sinopec Finance Company Limited.
|
|
(xii)
|
The Group
obtained loans from/repaid loans to Sinopec Group Company and Sinopec
Finance Company Limited. The calculated periodic balance of average loan
for year ended 31 December 2007, which is based on monthly average
balances, was RMB 45,941 million (2006: RMB 49,501
million).
|
|
(a)
|
The Company
has entered into a non-exclusive Agreement for Mutual Provision of
Products and Ancillary Services (“Mutual Provision Agreement”) with
Sinopec Group Company effective from 1 January 2000 in which Sinopec Group
Company has agreed to provide the Group with certain ancillary production
services, construction services, information advisory services, supply
services and other services and products. While each of Sinopec Group
Company and the Company is permitted to terminate the Mutual Provision
Agreement upon at least six months notice, Sinopec Group Company has
agreed not to terminate the agreement if the Group is unable to obtain
comparable services from a third party. The pricing policy for these
services and products provided by Sinopec Group Company to the Group is as
follows:
|
|
•
|
the
government-prescribed price;
|
|
•
|
where there
is no government-prescribed price, the government-guidance
price;
|
|
•
|
where there
is neither a government-prescribed price nor a government-guidance price,
the market price; or
|
|
•
|
where none of
the above is applicable, the price to be agreed between the parties, which
shall be based on a reasonable cost incurred in providing such services
plus a profit margin not exceeding
6%.
|
|
(b)
|
The Company
has entered into a non-exclusive Agreement for Provision of Cultural and
Educational, Health Care and Community Services with Sinopec Group Company
effective from 1 January 2000 in which Sinopec Group Company has agreed to
provide the Group with certain cultural, educational, health care and
community services on the same pricing terms and termination conditions as
agreed to in the above Mutual Provision
Agreement.
|
|
(c)
|
The Company
has entered into a series of lease agreements with Sinopec Group Company
to lease certain land and buildings at a rental of approximately RMB 3,234
million and RMB 568 million, respectively, per annum. The Company and
Sinopec Group Company can renegotiate the rental amount every three years
for land and every year for buildings, however, such amount cannot exceed
the market price as determined by an independent third party. The Group
has the option to terminate these leases upon six months notice to Sinopec
Group Company.
|
|
(d)
|
The Company
has entered into agreements with Sinopec Group Company effective from 1
January 2000 under which the Group has been granted the right to use
certain trademarks, patents, technology and computer software developed by
Sinopec Group Company.
|
|
(e)
|
The Company
has entered into a service station franchise agreement with Sinopec Group
Company effective from 1 January 2000 under which its service station and
retail stores would exclusively sell the refined products supplied by the
Group.
|
46
|
RELATED PARTIES AND RELATED
PARTY TRANSACTIONS
(Continued)
|
|
(d)
|
Balances
with Sinopec Group Company and fellow subsidiaries, associates and jointly
controlled entities
|
The ultimate
holding company
|
Other related
companies
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Cash and cash
equivalents
|
—
|
—
|
338
|
694
|
Trade
accounts receivable
|
—
|
—
|
3,990
|
3,974
|
Advance
payments and other receivables
|
5,364
|
2,156
|
1,718
|
1,539
|
Trade
accounts payable
|
—
|
—
|
5,472
|
3,550
|
Receipts in
advance
|
—
|
—
|
1,531
|
1,608
|
Other
creditors
|
243
|
—
|
11,133
|
10,946
|
Short-term
loans
|
—
|
—
|
15,660
|
6,461
|
Long-term
loans (including current portion) (Note)
|
—
|
—
|
37,360
|
39,572
|
|
Note:
|
The Sinopec
Group Company had lent an interest free loan for 20 years amounted to RMB
35,561 million to the Group through Sinopec Finance Company Limited which
was included in the long-term
loans.
|
|
(e)
|
The
principal related party transactions carried out between the Company and
its subsidiaries in the ordinary course of business are as
follows:
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Sales of
goods
|
354,568
|
290,083
|
Purchases
|
671,222
|
443,255
|
|
(f)
|
Key
management personnel emoluments
|
2007
|
2006
|
|
RMB’000
|
RMB’000
|
|
Short-term
employee benefits
|
9,681
|
4,571
|
Retirement
scheme contributions
|
184
|
184
|
9,865
|
4,755
|
|
47
|
PRINCIPAL
ACCOUNTING ESTIMATES AND JUDGEMENTS
|
|
(a)
|
Oil
and gas properties and reserves
|
|
(b)
|
Impairment
for assets
|
|
(c)
|
Depreciation
|
|
(d)
|
Allowances
for doubtful accounts
|
|
(e)
|
Allowance
for diminution in value of
inventories
|
48
|
PRINCIPAL
SUBSIDIARIES
|
Name of
enterprise
|
Registered
capital/paid-up capital RMB millions
|
Percentage of
equity interest/ voting right
held by the
Group
%
|
Principal
activities
|
|
(a)
|
Subsidiaries
acquired through group restructuring:
|
|||
China
Petrochemical International Company Limited
|
1,663
|
100.00
|
Trading of
petrochemical products
|
|
Sinopec Sales
Company Limited
|
1,700
|
100.00
|
Marketing and
distribution of refined petroleum products
|
|
Sinopec
Yangzi Petrochemical Company Limited
|
16,337
|
100.00
|
Manufacturing
of intermediate petrochemical products and petroleum
products
|
|
Sinopec
Zhongyuan Petroleum Company Limited
|
875
|
100.00
|
Exploration
and production of crude oil and natural gas
|
|
Sinopec
Fujian Petrochemical Company Limited (i)
|
2,253
|
50.00
|
Manufacturing
of plastics, intermediate petrochemical products and petroleum
products
|
|
Sinopec
Shanghai Petrochemical Company Limited
|
7,200
|
55.56
|
Manufacturing
of synthetic fibres, resin and plastics, intermediate petrochemical
products and petroleum products
|
|
Sinopec
Kantons Holdings Limited
|
HKD
104
|
72.34
|
Trading of
crude oil and petroleum products
|
|
Sinopec Wuhan
Petroleum Group Company Limited (i)
|
147
|
46.25
|
Marketing and
distribution of refined petroleum products
|
|
Sinopec
Yizheng Chemical Fibre Company Limited (i)
|
4,000
|
42.00
|
Production
and sale of polyester chips and polyester fibres
|
|
China
International United Petroleum and Chemical Company
Limited
|
223
|
100.00
|
Trading of
crude oil and petrochemical products
|
|
Sinopec (Hong
Kong) Limited
|
HKD
5,477
|
100.00
|
Trading of
crude oil and petrochemical products
|
|
(b)
|
Subsidiaries
established by the Group:
|
|||
Sinopec Shell
(Jiangsu) Petroleum Marketing Company Limited
|
830
|
60.00
|
Marketing and
distribution of refined petroleum products
|
|
BP Sinopec
(Zhejiang) Petroleum Company Limited
|
800
|
60.00
|
Marketing and
distribution of refined petroleum products
|
|
Sinopec
Qingdao Refining and Chemical Company Limited
|
800
|
85.00
|
Manufacturing
of intermediate petrochemical products and petroleum
products
|
|
Sinopec
Senmei (Fujian) Petroleum Ltd.
|
1,840
|
55.00
|
Marketing and
distribution of refined petroleum products
|
|
(c)
|
Subsidiaries
acquired through business
combination under common
control:
|
|||
Sinopec
Zhongyuan Petrochemical Company Limited
|
2,400
|
93.51
|
Manufacturing
of chemical products
|
|
Sinopec
Hainan Refining and Chemical Company Limited
|
3,986
|
75.00
|
Manufacturing
of intermediate petrochemical products and petroleum
products
|
|
(d)
|
A
subsidiary acquired through business
combination not under common
control:
|
|||
Sinopec
Shengli Oil Field Dynamic Company Limited
|
364
|
100.00
|
Exploration
and production of crude oil and distribution of petrochemical
products
|
49
|
COMMITMENTS
|
|
Operating
lease commitments
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Within one
year
|
4,620
|
4,703
|
4,373
|
4,457
|
Between one
and two years
|
4,497
|
4,565
|
4,365
|
4,391
|
Between two
and three years
|
4,477
|
4,529
|
4,351
|
4,359
|
Between three
and four years
|
4,407
|
4,505
|
4,292
|
4,337
|
Between four
and five years
|
4,465
|
4,450
|
4,355
|
4,372
|
After five
years
|
119,726
|
122,406
|
116,590
|
120,638
|
Total
|
142,192
|
145,158
|
138,326
|
142,554
|
|
Capital
commitments
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Authorised
and contracted for
|
130,816
|
113,265
|
118,506
|
95,206
|
Authorised
but not contracted for
|
114,854
|
166,072
|
83,626
|
97,699
|
Total
|
245,670
|
279,337
|
202,132
|
192,905
|
|
Exploration
and production licenses
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Within one
year
|
218
|
156
|
218
|
156
|
Between one
and two years
|
150
|
147
|
150
|
147
|
Between two
and three years
|
66
|
67
|
66
|
67
|
Between three
and four years
|
20
|
57
|
20
|
57
|
Between four
and five years
|
19
|
10
|
19
|
10
|
After five
years
|
656
|
226
|
656
|
226
|
Total
|
1,129
|
663
|
1,129
|
663
|
50
|
CONTINGENT
LIABILITIES
|
|
(a)
|
The Company
has been advised by its PRC lawyers that, except for liabilities
constituting or arising out of or relating to the business assumed by the
Company in the Reorganisation, no other liabilities were assumed by the
Company, and the Company is not jointly and severally liable for other
debts and obligations incurred by Sinopec Group Company prior to the
Reorganisation.
|
|
(b)
|
At 31
December 2007 and 2006, guarantees given by the Group and the Company to
banks in respect of banking facilities granted to the parties below are as
follows:
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|
Subsidiaries
|
—
|
—
|
2,361
|
2,674
|
Associates
and jointly controlled entities
|
9,812
|
11,957
|
9,618
|
11,863
|
Total
|
9,812
|
11,957
|
11,979
|
14,537
|
Environmental
contingencies
|
|
Legal
contingencies
|
|
51
|
SEGMENTAL
INFORMATION
|
|
(i)
|
Exploration
and production – which explores and develops oil fields, produces crude
oil and natural gas and sells such products to the refining segment of the
Group and external customers.
|
|
(ii)
|
Refining –
which processes and purifies crude oil, which is sourced from the
exploration and production segment of the Group and external suppliers,
and manufactures and sells petroleum products to the chemicals and
marketing and distribution segments of the Group and external
customers.
|
|
(iii)
|
Marketing and
distribution – which owns and operates oil depots and service stations in
the PRC, and distributes and sells refined petroleum products (mainly
gasoline and diesel) in the PRC through wholesale and retail sales
networks.
|
|
(iv)
|
Chemicals –
which manufactures and sells petrochemical products, derivative
petrochemical products and other chemical products to external
customers.
|
|
(v)
|
Others –
which largely comprise the trading activities of the import and export
companies of the Group and research and development undertaken by other
subsidiaries.
|
|
The segments
were determined primarily because the Group manages its exploration and
production, refining, marketing and distribution, chemicals, and others
businesses separately. The reportable segments are each managed separately
because they manufacture and/or distribute distinct products with
different production processes and due to their distinct operating and
gross margin characteristics. In view of the fact that the Company and its
subsidiaries operate mainly in the PRC, no geographical segment
information is presented.
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Income
from principal operations
|
||
Exploration
and production
|
||
External
sales
|
20,437
|
19,864
|
Inter-segment
sales
|
107,473
|
109,075
|
127,910
|
128,939
|
|
Refining
|
||
External
sales
|
117,256
|
114,725
|
Inter-segment
sales
|
534,671
|
477,766
|
651,927
|
592,491
|
|
Marketing and
distribution
|
||
External
sales
|
659,552
|
588,022
|
Inter-segment
sales
|
2,841
|
4,849
|
662,393
|
592,871
|
|
Chemicals
|
||
External
sales
|
217,452
|
196,024
|
Inter-segment
sales
|
15,990
|
12,299
|
233,442
|
208,323
|
|
Others
|
||
External
sales
|
159,172
|
116,181
|
Inter-segment
sales
|
297,145
|
145,287
|
456,317
|
261,468
|
|
Elimination
of inter-segment sales
|
(958,120)
|
(749,276)
|
Income
from principal operations
|
1,173,869
|
1,034,816
|
Income
from other operations
|
||
Exploration
and production
|
17,757
|
14,155
|
Refining
|
4,996
|
4,750
|
Marketing and
distribution
|
461
|
687
|
Chemicals
|
7,247
|
6,604
|
Others
|
513
|
657
|
Income
from other operations
|
30,974
|
26,853
|
Operating
income
|
1,204,843
|
1,061,669
|
Operating
profit
|
||
By
segment
|
||
Exploration
and production
|
48,588
|
60,496
|
Refining
|
(13,666)
|
(30,157)
|
Marketing and
distribution
|
33,597
|
31,401
|
Chemicals
|
13,416
|
14,377
|
Others
|
(1,448)
|
(1,866)
|
Total
segment operating profit
|
80,487
|
74,251
|
Financial
expenses
|
(4,890)
|
(5,780)
|
Fair value
loss
|
(3,211)
|
—
|
Investment
income
|
5,756
|
3,769
|
Operating
profit
|
78,142
|
72,240
|
51
|
SEGMENTAL INFORMATION
(Continued)
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Assets
|
||
Segment
assets
|
||
Exploration
and production
|
184,942
|
147,099
|
Refining
|
192,687
|
168,549
|
Marketing and
distribution
|
125,596
|
108,213
|
Chemicals
|
121,482
|
110,467
|
Others
|
36,608
|
24,964
|
Total
segment assets
|
661,315
|
559,292
|
Investment
in associates and jointly controlled entities
|
||
Exploration
and production
|
1,080
|
1,063
|
Refining
|
3,915
|
1,348
|
Marketing and
distribution
|
5,355
|
4,692
|
Chemicals
|
12,176
|
10,780
|
Others
|
7,062
|
3,500
|
Aggregate
investment in associates and jointly controlled entities
|
29,588
|
21,383
|
Unallocated
assets
|
27,669
|
22,045
|
Total
assets
|
718,572
|
602,720
|
Liabilities
|
||
Segment
liabilities
|
||
Exploration
and production
|
44,816
|
35,251
|
Refining
|
44,593
|
29,364
|
Marketing and
distribution
|
29,668
|
26,490
|
Chemicals
|
20,454
|
19,064
|
Others
|
51,783
|
35,775
|
Total
segment liabilities
|
191,314
|
145,944
|
Unallocated
liabilities
|
200,911
|
174,977
|
Total
liabilities
|
392,225
|
320,921
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Capital
expenditure for the year
|
||
Exploration
and production
|
54,498
|
31,734
|
Refining
|
22,763
|
22,587
|
Marketing and
distribution
|
12,548
|
11,319
|
Chemicals
|
16,184
|
12,629
|
Others
|
3,289
|
2,170
|
109,282
|
80,439
|
|
Depreciation,
depletion and amortisation for the year
|
||
Exploration
and production
|
18,138
|
13,164
|
Refining
|
9,040
|
8,212
|
Marketing and
distribution
|
6,032
|
3,452
|
Chemicals
|
8,987
|
8,537
|
Others
|
1,187
|
525
|
43,384
|
33,890
|
|
Impairment
losses on long-lived assets for the year
|
||
Exploration
and production
|
964
|
552
|
Refining
|
1,070
|
—
|
Marketing and
distribution
|
1,237
|
23
|
Chemicals
|
318
|
250
|
3,589
|
825
|
52
|
FINANCIAL
INSTRUMENT
|
|
Overview
|
|
Credit
risk
|
52
|
FINANCIAL
INSTRUMENT
(Continued)
|
|
Liquidity
risk
|
|
The
Group
|
2007
|
||||||
Carrying amount RMB millions
|
Total
contractual
undiscounted
cash
flow
RMB
millions
|
Within
1
year or on
demand
RMB
millions
|
More
than
1
year
but
less
than
2
years
RMB
millions
|
More
than
2
years
but
less
than
5
years
RMB
millions
|
More
than
5
years
RMB
millions
|
|
Short-term
loans
|
36,954
|
38,058
|
38,058
|
—
|
—
|
—
|
Current
portion of non-current loans
|
13,466
|
14,095
|
14,095
|
—
|
—
|
—
|
Short-term
debentures payable
|
10,074
|
10,201
|
10,201
|
—
|
—
|
—
|
Long-term
loans
|
77,708
|
84,854
|
2,422
|
21,551
|
20,151
|
40,730
|
Debentures
payable
|
42,606
|
54,340
|
1,484
|
1,484
|
12,912
|
38,460
|
180,808
|
201,548
|
66,260
|
23,035
|
33,063
|
79,190
|
2006
|
||||||
Carrying
amount
RMB
millions
|
Total
contractual
undiscounted
cash
flow
RMB
millions
|
Within
1 year
or
on
demand
RMB
millions
|
More
than
1
year
but less
than
2
years
RMB
millions
|
More
than
2
years
but less
than
5
years
RMB
millions
|
More
than
5
years
RMB
millions
|
|
Short-term
loans
|
35,725
|
36,927
|
36,927
|
—
|
—
|
—
|
Current
portion of non-current loans
|
15,870
|
16,910
|
16,910
|
—
|
—
|
—
|
Short-term
debentures payable
|
11,885
|
12,077
|
12,077
|
—
|
—
|
—
|
Long-term
loans
|
97,137
|
107,122
|
3,679
|
28,955
|
36,664
|
37,824
|
Debentures
payable
|
3,500
|
4,467
|
161
|
161
|
484
|
3,661
|
164,117
|
177,503
|
69,754
|
29,116
|
37,148
|
41,485
|
|
The
Company
|
2007
|
||||||
Carrying
amount
RMB
millions
|
Total
contractual
undiscounted
cash
flow
RMB
millions
|
Within
1
year or
on
demand
RMB
millions
|
More
than
1
year
but
less than
2
years
RMB
millions
|
More
than
2
years
but
less than
5
years
RMB
millions
|
More
than
5
years
RMB
millions
|
|
Short-term
loans
|
21,952
|
22,634
|
22,634
|
—
|
—
|
—
|
Current
portion of non-current loans
|
12,813
|
13,403
|
13,403
|
—
|
—
|
—
|
Short-term
debentures payable
|
10,074
|
10,201
|
10,201
|
—
|
—
|
—
|
Long-term
loans
|
67,055
|
71,312
|
1,783
|
18,725
|
13,824
|
36,980
|
Debentures
payable
|
42,606
|
54,340
|
1,484
|
1,484
|
12,912
|
38,460
|
154,500
|
171,890
|
49,505
|
20,209
|
26,736
|
75,440
|
2006
|
||||||
Carrying
amount
RMB
millions
|
Total
contractual
undiscounted
cash
flow
RMB
millions
|
Within
1 year
or
on
demand
RMB
millions
|
More
than
1
year
but less
than
2
years
RMB
millions
|
More
than
2
years
but less
than
5
years
RMB
millions
|
More
than
5
years
RMB
millions
|
|
Short-term
loans
|
15,851
|
16,215
|
16,215
|
—
|
—
|
—
|
Current
portion of non-current loans
|
13,863
|
14,790
|
14,790
|
—
|
—
|
—
|
Short-term
debentures payable
|
9,885
|
10,000
|
10,000
|
—
|
—
|
—
|
Long-term
loans
|
88,029
|
95,662
|
2,569
|
27,330
|
28,424
|
37,339
|
Debentures
payable
|
3,500
|
4,467
|
161
|
161
|
484
|
3,661
|
131,128
|
141,134
|
43,735
|
27,491
|
28,908
|
41,000
|
52
|
FINANCIAL
INSTRUMENT
(Continued)
|
|
Market
risk
|
|
(a)
|
Currency
risk
|
The
Group
|
The
Company
|
|||
2007
|
2006
|
2007
|
2006
|
|
millions
|
millions
|
millions
|
millions
|
|
US
Dollars
|
USD
780
|
USD
967
|
USD
121
|
USD
160
|
Japanese
Yen
|
JPY
33,494
|
JPY
41,350
|
JPY
33,494
|
JPY
41,350
|
Euro
|
EUR
7
|
EUR
10
|
EUR
7
|
EUR
10
|
Hong Kong
Dollars
|
HKD
15,135
|
HKD
7,789
|
HKD
15,064
|
HKD
7,672
|
The
Group
|
||
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
US
Dollars
|
285
|
378
|
Japanese
Yen
|
107
|
136
|
Hong Kong
Dollars
|
709
|
391
|
|
(b)
|
Interest
rate risk
|
52
|
FINANCIAL
INSTRUMENT
(Continued)
|
|
Equity
price risk
|
|
Fair
values
|
53
|
EXTRAORDINARY
GAIN AND LOSS
|
2007
|
2006
|
|
RMB
millions
|
RMB
millions
|
|
Extraordinary
gain and loss for the year:
|
||
Loss on
disposal of fixed assets
|
805
|
1,783
|
Employee
reduction expenses
|
399
|
236
|
Donations
|
158
|
95
|
Gain on
disposal of long-term equity investments
|
(1,475)
|
(25)
|
Other
non-operating income and expenses, excluding impairment losses on
long-lived assets
|
(869)
|
140
|
Written back
of provisions for impairment losses in previous years
|
(586)
|
(583)
|
Grants
|
(4,863)
|
(5,161)
|
Profit or
loss of subsidiaries generated from a business combination
involving entities under common control before acquisition
date
|
205
|
361
|
(6,226)
|
(3,154)
|
|
Tax
effect
|
450
|
1,041
|
Total
|
(5,776)
|
(2,113)
|
Attributable
to : Equity shareholders of the Company
|
(5,325)
|
(1,951)
|
Minority
interests
|
(451)
|
(162)
|
54
|
BASIC
AND DILUTED EARNINGS PER SHARE
|
55
|
COMPARATIVE
FIGURES
|
56
|
NON-ADJUSTING
POST BALANCE SHEET EVENTS
|
DIRECTORS’
RESPONSIBILITY FOR THE FINANCIAL STATEMENTS
|
|
AUDITOR’S
RESPONSIBILITY
|
|
OPINION
|
|
(B)
|
FINANCIAL
STATEMENTS PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS
(“IFRS”)
|
Note
|
2007
|
2006
|
|
RMB
|
RMB
|
||
Turnover
and other operating revenues
|
|||
Turnover
|
3
|
1,173,869
|
1,034,888
|
Other
operating revenues
|
4
|
30,974
|
26,853
|
1,204,843
|
1,061,741
|
||
Other
income
|
5
|
4,863
|
5,161
|
Operating
expenses
|
|||
Purchased
crude oil, products and operating supplies and expenses
|
(970,929)
|
(854,236)
|
|
Selling,
general and administrative expenses
|
6
|
(37,843)
|
(37,514)
|
Depreciation,
depletion and amortisation
|
(43,315)
|
(33,554)
|
|
Exploration
expenses, including dry holes
|
(11,105)
|
(7,983)
|
|
Personnel
expenses
|
7
|
(22,745)
|
(20,956)
|
Employee
reduction expenses
|
8
|
(399)
|
(236)
|
Taxes other
than income tax
|
9
|
(34,304)
|
(29,330)
|
Other
operating expenses, net
|
10
|
(3,202)
|
(2,461)
|
Total
operating expenses
|
(1,123,842)
|
(986,270)
|
|
Operating
profit
|
85,864
|
80,632
|
|
Finance
costs
|
|||
Interest
expense
|
11
|
(7,314)
|
(7,101)
|
Interest
income
|
405
|
538
|
|
Unrealised
loss on embedded derivative component of convertible bonds
|
30(f)
|
(3,211)
|
—
|
Foreign
exchange loss
|
(311)
|
(140)
|
|
Foreign
exchange gain
|
2,330
|
890
|
|
Net
finance costs
|
(8,101)
|
(5,813)
|
|
Investment
income
|
1,657
|
289
|
|
Share of
profits less losses from associates and jointly controlled
entities
|
4,044
|
3,434
|
|
Profit
before taxation
|
83,464
|
78,542
|
|
Taxation
|
12
|
(24,721)
|
(23,504)
|
Profit
for the year
|
58,743
|
55,038
|
|
Attributable
to:
|
|||
Equity
shareholders of the Company
|
56,533
|
53,603
|
|
Minority
interests
|
2,210
|
1,435
|
|
Profit
for the year
|
58,743
|
55,038
|
|
Dividends
payable to equity shareholders of the Company attributable to the
year:
|
16
|
||
Interim
dividend declared during the year
|
4,335
|
3,468
|
|
Final
dividend proposed after the balance sheet date
|
9,971
|
9,537
|
|
14,306
|
13,005
|
||
Basic
and diluted earnings per share
|
17
|
0.65
|
0.62
|
CONSOLIDATED
BALANCE SHEET
|
|
Note
|
2007
|
2006
|
|
RMB
|
RMB
|
||
Non-current
assets
|
|||
Property,
plant and equipment
|
18
|
375,142
|
355,757
|
Construction
in progress
|
19
|
95,408
|
52,871
|
Goodwill
|
20
|
15,490
|
14,325
|
Interest in
associates
|
22
|
16,865
|
11,898
|
Interest in
jointly controlled entities
|
23
|
12,723
|
9,236
|
Investments
|
24
|
3,194
|
2,926
|
Deferred tax
assets
|
29
|
10,439
|
7,182
|
Lease
prepayments
|
8,224
|
2,574
|
|
Long-term
prepayments and other assets
|
25
|
10,124
|
7,573
|
Total
non-current assets
|
547,609
|
464,342
|
|
Current
assets
|
|||
Cash and cash
equivalents
|
7,696
|
7,063
|
|
Time deposits
with financial institutions
|
668
|
635
|
|
Trade
accounts receivable, net
|
26
|
22,947
|
15,144
|
Bills
receivable
|
26
|
12,851
|
8,462
|
Inventories
|
27
|
116,032
|
94,894
|
Prepaid
expenses and other current assets
|
28
|
24,922
|
20,292
|
Total
current assets
|
185,116
|
146,490
|
|
Current
liabilities
|
|||
Short-term
debts
|
30
|
44,654
|
56,467
|
Loans from
Sinopec Group Company and fellow subsidiaries
|
30
|
15,840
|
7,013
|
Trade
accounts payable
|
31
|
93,049
|
52,767
|
Bills
payable
|
31
|
12,162
|
21,714
|
Accrued
expenses and other payables
|
32
|
89,171
|
69,200
|
Income tax
payable
|
10,479
|
9,211
|
|
Total
current liabilities
|
265,355
|
216,372
|
|
Net
current liabilities
|
(80,239)
|
(69,882)
|
|
Total
assets less current liabilities
|
467,370
|
394,460
|
|
Non-current
liabilities
|
|||
Long-term
debts
|
30
|
83,134
|
61,617
|
Loans from
Sinopec Group Company and fellow subsidiaries
|
30
|
37,180
|
39,020
|
Deferred tax
liabilities
|
29
|
5,636
|
6,339
|
Other
liabilities
|
33
|
8,662
|
827
|
Total
non-current liabilities
|
134,612
|
107,803
|
|
332,758
|
286,657
|
||
Equity
|
|||
Share
capital
|
34
|
86,702
|
86,702
|
Reserves
|
35
|
220,731
|
177,632
|
Total
equity attributable to equity shareholders of the Company
|
307,433
|
264,334
|
|
Minority
interests
|
25,325
|
22,323
|
|
Total
equity
|
332,758
|
286,657
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Chairman
|
Director,
President
|
Director, Senior Vice
President and Chief Financial
Officer
|
Note
|
2007
|
2006
|
|
RMB
|
RMB
|
||
Non-current
assets
|
|||
Property,
plant and equipment
|
18
|
304,795
|
270,783
|
Construction
in progress
|
19
|
80,720
|
41,139
|
Investments
in subsidiaries
|
21
|
63,913
|
66,809
|
Interest in
associates
|
22
|
8,624
|
7,470
|
Interest in
jointly controlled entities
|
23
|
5,060
|
7,482
|
Investments
|
24
|
1,032
|
971
|
Deferred tax
assets
|
29
|
9,587
|
5,936
|
Lease
prepayments
|
4,257
|
765
|
|
Long-term
prepayments and other assets
|
25
|
8,212
|
5,011
|
Total
non-current assets
|
486,200
|
406,366
|
|
Current
assets
|
|||
Cash and cash
equivalents
|
3,079
|
2,763
|
|
Time deposits
with financial institutions
|
26
|
220
|
|
Trade
accounts receivable, net
|
26
|
13,547
|
8,832
|
Bills
receivable
|
26
|
6,377
|
2,760
|
Inventories
|
27
|
65,884
|
53,988
|
Prepaid
expenses and other current assets
|
28
|
30,166
|
15,225
|
Total
current assets
|
119,079
|
83,788
|
|
Current
liabilities
|
|||
Short-term
debts
|
30
|
30,136
|
38,241
|
Loans from
Sinopec Group Company and fellow subsidiaries
|
30
|
14,703
|
1,358
|
Trade
accounts payable
|
31
|
58,932
|
38,041
|
Bills
payable
|
31
|
8,613
|
16,265
|
Accrued
expenses and other payables
|
32
|
103,509
|
72,313
|
Income tax
payable
|
8,979
|
7,162
|
|
Total
current liabilities
|
224,872
|
173,380
|
|
Net
current liabilities
|
(105,793)
|
(89,592)
|
|
Total
assets less current liabilities
|
380,407
|
316,774
|
|
Non-current
liabilities
|
|||
Long-term
debts
|
30
|
72,851
|
52,689
|
Loans from
Sinopec Group Company and fellow subsidiaries
|
30
|
36,810
|
38,840
|
Deferred tax
liabilities
|
29
|
4,611
|
6,174
|
Other
liabilities
|
33
|
7,603
|
768
|
Total
non-current liabilities
|
121,875
|
98,471
|
|
258,532
|
218,303
|
||
Equity
|
|||
Share
capital
|
34
|
86,702
|
86,702
|
Reserves
|
35
|
171,830
|
131,601
|
Total
equity
|
258,532
|
218,303
|
Su
Shulin
|
Wang
Tianpu
|
Dai
Houliang
|
Chairman
|
Director,
President
|
Director,
Senior Vice President and Chief Financial
Officer
|
Share
capital
RMB
|
Capital
reserve
RMB
|
Share
premium
RMB
|
Revaluation
reserve
RMB
|
Statutory
surplus
reserve
RMB
|
Statutory
public
welfare
fund
RMB
|
Discretionary
surplus
reserve
RMB
|
Other
reserves
RMB
|
Retained
earnings
RMB
|
Total
equity
attributable
to
equity
shareholders
of
the
Company
RMB
|
Minority
interests
RMB
|
Total
equity
RMB
|
|
Balance at 1
January 2006, as previously reported
|
86,702
|
(19,217)
|
18,072
|
26,342
|
13,514
|
13,514
|
7,000
|
987
|
77,387
|
224,301
|
30,679
|
254,980
|
Adjusted for
the Acquisition of the Refinery Plants
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1,798
|
—
|
1,798
|
495
|
2,293
|
Balance at 1
January 2006, as adjusted
|
86,702
|
(19,217)
|
18,072
|
26,342
|
13,514
|
13,514
|
7,000
|
2,785
|
77,387
|
226,099
|
31,174
|
257,273
|
Net gain
recognised directly in equity:
|
||||||||||||
Unrealised
gain for the change in fair value of available-for-sale financial assets,
net of deferred tax
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
34
|
—
|
34
|
—
|
34
|
Profit for
the year
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
53,603
|
53,603
|
1,435
|
55,038
|
Total
recognised income for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
34
|
53,603
|
53,637
|
1,435
|
55,072
|
Final
dividend for 2005 (Note 16)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,803)
|
(7,803)
|
—
|
(7,803)
|
Interim
dividend for 2006 (Note 16)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,468)
|
(3,468)
|
—
|
(3,468)
|
Appropriation
(Note (a) and (c))
|
—
|
—
|
—
|
—
|
5,066
|
—
|
20,000
|
—
|
(25,066)
|
—
|
—
|
—
|
Statutory
public welfare fund transferred to
|
||||||||||||
statutory
surplus reserve (Note (b))
|
—
|
—
|
—
|
—
|
13,514
|
(13,514)
|
—
|
—
|
—
|
—
|
—
|
—
|
Revaluation
surplus realised
|
—
|
—
|
—
|
(1,590)
|
—
|
—
|
—
|
—
|
1,590
|
—
|
—
|
—
|
Realisation
of deferred tax on lease prepayments
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(7)
|
7
|
—
|
—
|
—
|
Transfer from
retained earnings to other reserves
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
704
|
(704)
|
—
|
—
|
—
|
Transfer from
other reserves to capital reserve
|
—
|
(2,373)
|
—
|
—
|
—
|
—
|
—
|
2,373
|
—
|
—
|
—
|
—
|
Distribution
to Sinopec Group Company (Note (f))
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(631)
|
—
|
(631)
|
—
|
(631)
|
Consideration
for the Acquisition of
|
||||||||||||
Oil
Production Plants (Note 1)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(3,500)
|
—
|
(3,500)
|
—
|
(3,500)
|
Acquisitions
of minority interests in subsidiaries
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(9,730)
|
(9,730)
|
Contributions
from minority interests net of distributions
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
187
|
187
|
Disposal of a
subsidiary
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(743)
|
(743)
|
Balance at 31
December 2006
|
86,702
|
(21,590)
|
18,072
|
24,752
|
32,094
|
—
|
27,000
|
1,758
|
95,546
|
264,334
|
22,323
|
286,657
|
Share
capital
RMB
|
Capital
reserve
RMB
|
Share
premium
RMB
|
Revaluation
reserve
RMB
|
Statutory
surplus
reserve
RMB
|
Discretionary
surplus
reserve
RMB
|
Other
reserves
RMB
|
Retained
earnings
RMB
|
Total
equity
attributable
to
equity
shareholders
of
the
Company
RMB
|
Minority
interests
RMB
|
Total
equity
RMB
|
|
Balance at 1
January 2007
|
86,702
|
(21,590)
|
18,072
|
24,752
|
32,094
|
27,000
|
1,758
|
95,546
|
264,334
|
22,323
|
286,657
|
Net gain
recognised directly in equity:
|
|||||||||||
Unrealised
gain for the change in fair value of available-for-sale
financial assets, net of deferred tax
|
—
|
—
|
—
|
—
|
—
|
—
|
2,892
|
—
|
2,892
|
145
|
3,037
|
Effect of
change in tax rate (Note 29 (ii))
|
—
|
—
|
—
|
—
|
—
|
—
|
(54)
|
—
|
(54)
|
17
|
(37)
|
Profit for
the year
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
56,533
|
56,533
|
2,210
|
58,743
|
Total
recognised income for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
2,838
|
56,533
|
59,371
|
2,372
|
61,743
|
Final
dividend for 2006 (Note 16)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(9,537)
|
(9,537)
|
—
|
(9,537)
|
Interim
dividend for 2007 (Note 16)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,335)
|
(4,335)
|
—
|
(4,335)
|
Adjustment to
statutory surplus reserve (Note (a))
|
—
|
—
|
—
|
—
|
235
|
—
|
—
|
(235)
|
—
|
—
|
—
|
Appropriation
(Note (a) and (c))
|
—
|
—
|
—
|
—
|
5,468
|
—
|
—
|
(5,468)
|
—
|
—
|
—
|
Revaluation
surplus realised
|
—
|
—
|
—
|
(638)
|
—
|
—
|
—
|
638
|
—
|
—
|
—
|
Realisation
of deferred tax on lease prepayments
|
—
|
—
|
—
|
—
|
—
|
—
|
(7)
|
7
|
—
|
—
|
—
|
Transfer from
retained earnings to other reserves
|
—
|
—
|
—
|
—
|
—
|
—
|
(151)
|
151
|
—
|
—
|
—
|
Transfer from
other reserves to capital reserve
|
—
|
(1,062)
|
—
|
—
|
—
|
—
|
1,062
|
—
|
—
|
—
|
—
|
Contribution
from Sinopec Group Company (Note (f))
|
—
|
—
|
—
|
—
|
—
|
—
|
68
|
—
|
68
|
—
|
68
|
Consideration
for the Acquisition of Refinery Plants (Note 1)
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,468)
|
—
|
(2,468)
|
—
|
(2,468)
|
Contributions
from minority interests net of distributions
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
630
|
630
|
Balance at 31
December 2007
|
86,702
|
(22,652)
|
18,072
|
24,114
|
37,797
|
27,000
|
3,100
|
133,300
|
307,433
|
25,325
|
332,758
|
(a)
|
According to
the Company’s Articles of Association, the Company is required to transfer
10% of its net profit to statutory surplus reserve until the reserve
balance reaches 50% of the registered capital. Before 1 January 2007, the
net profit for this purpose was determined in accordance with the PRC
Accounting Rules and Regulations and RMB 5,066 million was transferred to
this reserve for the year ended 31 December 2006. On 1 January 2007, the
Group adopted the PRC Accounting Standards for Business Enterprises
(“ASBE”) issued by the Ministry of Finance of the PRC (the “MOF”) on 15
February 2006, which resulted in certain PRC accounting policies being
changed and applied retrospectively. The statutory surplus reserve,
amounting to RMB 235 million, has been adjusted accordingly. The
adjustment to the statutory surplus reserve was reflected as a movement in
the current year.
|
|
The transfer
to this reserve must be made before distribution of a dividend to
shareholders. Statutory surplus reserve can be used to offset previous
years’ losses, if any, and may be converted into share capital by the
issue of new shares to shareholders in proportion to their existing
shareholdings or by increasing the par value of the shares currently held
by them, provided that the balance after such issue is not less than 25%
of the registered capital.
|
|
During the
year ended 31 December 2007, the Company transferred RMB 5,468 million,
being 10% of the current year’s net profit determined in accordance with
ASBE, to this reserve.
|
(b)
|
Before 1
January 2006, according to the Company’s Articles of Association, the
Company was required to transfer 5% to 10% of its net profit, as
determined in accordance with the PRC Accounting Rules and Regulations, to
the statutory public welfare fund. This fund could only be utilised on
capital items for the collective benefits of the Company’s employees such
as the construction of dormitories, canteen and other staff welfare
facilities. The transfer to this fund must be made before distribution of
a dividend to shareholders.
|
|
According to
the Company Law of the PRC which was revised on 27 October 2005, the
Company is no longer required to make appropriation to the statutory
public welfare fund commencing from 1 January 2006. Pursuant to the notice
“Cai Qi [2006] No. 67” issued by the MOF on 15 March 2006, the balance of
this fund as at 31 December 2005 was transferred to the statutory surplus
reserve.
|
(c)
|
The directors
authorised the transfer of RMB 20,000 million, which was approved by the
shareholders at Annual General Meeting on 29 May 2007, to discretionary
surplus reserve for the year ended 31 December 2006. The usage of the
discretionary surplus reserve is similar to that of statutory surplus
reserve.
|
(d)
|
According to
the Company’s Articles of Association, the amount of retained earnings
available for distribution to equity shareholders of the Company is the
lower of the amount determined in accordance with ASBE and the amount
determined in accordance with International Financial Reporting Standards
(“IFRS”). At 31 December 2007, the amount of retained earnings available
for distribution was RMB 68,758 million (2006: RMB 33,415 million), being
the amount determined in accordance with ASBE. Final dividend for the year
ended 31 December 2007 of RMB 9,971 million (2006: RMB 9,537 million)
proposed after the balance sheet date has not been recognised as a
liability at the balance sheet
date.
|
(e)
|
The capital
reserve represents (i) the difference between the total amount of the par
value of shares issued and the amount of the net assets transferred from
Sinopec Group Company in connection with the Reorganisation and (ii) the
difference between the considerations paid over the amount of the net
assets of certain entities and related operations acquired from Sinopec
Group Company.
|
(f)
|
These
represent net assets distributed to/contributed from Sinopec Group Company
for no monetary consideration.
|
(g)
|
The
application of the share premium account is governed by Sections 168 and
169 of the PRC Company Law.
|
Note
|
2007
|
2006
|
|
RMB
|
RMB
|
||
Net
cash generated from operating activities
|
(a)
|
119,594
|
92,507
|
Investing
activities
|
|||
Capital
expenditure
|
|||
Exploratory
wells expenditure
|
(99,946)
|
(71,278)
|
|
Purchase of
investments and investments in associates
|
(9,913)
|
(7,985)
|
|
Purchase of
subsidiaries, net of cash acquired
|
(1,581)
|
(3,763)
|
|
Proceeds from
disposal of investments and investments in associates
|
(3,968)
|
(1,361)
|
|
Proceeds from
disposal of property, plant and equipment
|
1,441
|
776
|
|
Acquisitions
of minority interests in subsidiaries
|
413
|
415
|
|
Purchase of
time deposits with financial institutions
|
—
|
(20,610)
|
|
Proceeds from
maturity of time deposits with financial institutions
|
(3,373)
|
(916)
|
|
Net
cash used in investing activities
|
3,340
|
1,337
|
|
Financing
activities
|
(113,587)
|
(103,385)
|
|
Proceeds of
issuance of convertible bonds, net of issuing expenses
|
|||
Proceeds of
issuance of corporate bonds, net of issuing expenses
|
11,368
|
—
|
|
Proceeds from
bank and other loans
|
35,000
|
22,689
|
|
Repayments of
corporate bonds
|
768,039
|
773,842
|
|
Repayments of
bank and other loans
|
(12,000)
|
(21,000)
|
|
Distributions
to minority interests
|
(788,793)
|
(761,569)
|
|
Contributions
from minority interests
|
(593)
|
(852)
|
|
Dividend
paid
|
1,223
|
1,255
|
|
Distributions
to Sinopec Group Company
|
(13,872)
|
(11,271)
|
|
Net
cash (used in)/generated from financing activities
|
(5,682)
|
(216)
|
|
(5,310)
|
2,878
|
||
Net
increase/(decrease) in cash and cash equivalents
|
|||
Cash
and cash equivalents at 1 January
|
697
|
(8,000)
|
|
Effect
of foreign exchange rate changes
|
7,063
|
15,088
|
|
Cash
and cash equivalents at 31 December
|
(64)
|
(25)
|
|
7,696
|
7,063
|
(a)
|
Reconciliation
of profit before taxation to net cash generated from operating
activities
|
2007
|
2006
|
|
RMB
|
RMB
|
|
Operating
activities
|
||
Profit before
taxation
|
83,464
|
78,542
|
Adjustments
for:
|
||
Depreciation,
depletion and amortisation
|
43,315
|
33,554
|
Dry hole
costs
|
6,060
|
3,960
|
Share of
profits less losses from associates and jointly controlled
entities
|
(4,044)
|
(3,434)
|
Investment
income
|
(1,657)
|
(289)
|
Interest
income
|
(405)
|
(538)
|
Interest
expense
|
7,314
|
7,101
|
Unrealised
foreign exchange gain
|
(1,463)
|
(657)
|
Loss on
disposal of property, plant and equipment, net
|
549
|
1,647
|
Impairment
losses on long-lived assets
|
3,106
|
825
|
Gain on
non-monetary contribution to a jointly controlled entity
|
(1,315)
|
—
|
Unrealised
loss on embedded derivative component of convertible bonds
|
3,211
|
—
|
Operating
profit before changes in working capital
|
138,135
|
120,711
|
Increase in
trade accounts receivable
|
(6,613)
|
(2,187)
|
Increase in
bills receivable
|
(4,130)
|
(1,729)
|
Increase in
inventories
|
(20,493)
|
(2,901)
|
(Increase)/decrease
in prepaid expenses and other current assets
|
(2,536)
|
583
|
Increase in
lease prepayments
|
(4,128)
|
(577)
|
Decrease/(increase)
in long-term prepayments and other assets
|
3,288
|
(1,111)
|
Increase/(decrease)
in trade accounts payable
|
39,176
|
(1,278)
|
Decrease in
bills payable
|
(9,710)
|
(1,511)
|
Increase in
accrued expenses and other payables
|
18,396
|
10,148
|
(Decrease)/increase
in other liabilities
|
(207)
|
36
|
Cash
generated from operations
|
151,178
|
120,184
|
Interest
received
|
404
|
541
|
Interest
paid
|
(6,971)
|
(8,525)
|
Investment
and dividend income received
|
2,657
|
649
|
Income tax
paid
|
(27,674)
|
(20,342)
|
Net
cash generated from operating activities
|
119,594
|
92,507
|
1
|
PRINCIPAL
ACTIVITIES, ORGANISATION AND BASIS OF
PRESENTATION
|
|
Principal
activities
|
|
Organisation
|
|
Basis
of presentation
|
1
|
PRINCIPAL ACTIVITIES, ORGANISATION
AND BASIS OF PRESENTATION
(Continued)
|
The financial condition and
results of operation previously reported by the Group as at and for the
year ended 31 December 2006 have been restated to include the results of
operations and the
assets and liabilities of Refinery Plants on a combined basis and the
application of equity method for investments in jointly controlled
entities as set out below.
|
The Group,
as previously
reported
RMB
millions
|
Refinery
Plants
RMB
millions
|
Effect of
accounting for
investments in
jointly
controlled
entities under
equity method
RMB
millions
|
The Group,
as
restated
RMB
millions
|
||
Results of
operation:
|
|||||
Operating
revenue
|
1,071,402
|
(4,986)*
|
(4,675)
|
1,061,741
|
|
Share of profits less losses from
associates
and jointly controlled entities
|
947
|
90
|
2,397
|
3,434
|
|
Profit attributable to the equity
shareholders of the Company
|
53,912
|
(309)
|
—
|
53,603
|
|
Basic and diluted earnings per
share (RMB)
|
0.62
|
—
|
—
|
0.62
|
|
Financial
condition:
|
|||||
Current
assets
|
145,467
|
4,060
|
(3,037)
|
146,490
|
|
Interest in jointly controlled
entities
|
—
|
—
|
9,236
|
9,236
|
|
Total
assets
|
611,790
|
7,755
|
(8,713)
|
610,832
|
|
Current
liabilities
|
210,802
|
5,855
|
(285)
|
216,372
|
|
Total
liabilities
|
327,001
|
5,887
|
(8,713)
|
324,175
|
|
Total equity attributable to equity
shareholders of the Company
|
262,845
|
1,489
|
—
|
264,334
|
*
|
Refinery Plants sold its petroleum
products primarily to the Group as well as purchasing crude oil primarily
from the Group. These transactions between the Group and Refinery Plants have been
eliminated on combination, resulting in a reduction in the operating
revenue. All other significant balances and transactions between the Group
and Refinery Plants have been eliminated on
combination.
|
|
For the year presented, all significant balances and
transactions between the Group and Refinery Plants have been eliminated on
combination.
|
||
The accompanying financial
statements have been prepared in accordance with IFRS promulgated by the
International Accounting Standards Board (“IASB”). IFRS includes International
Accounting Standards (“IAS”) and related interpretations.
These financial statements also comply with the disclosure requirements of
the Hong Kong Companies Ordinance and the applicable disclosure provisions
of the Rules Governing the Listing
of Securities on the Stock Exchange of Hong Kong Limited. A summary of the
principal accounting policies adopted by the Group and the Company are set
out in Note 2. Except the accounting policy on investments in jointly
controlled entities noted above,
these accounting policies have been consistently applied by the Group and
the Company.
|
||
The IASB has issued certain new
and revised IFRS which are effective for the accounting periods on or
after 1 January 2007. The new disclosures resulting from the
initial application of these standards or developments to the extent they
are relevant to the Group are summarised as
follows.
|
||
(i)
|
IFRS 7, Financial instruments:
Disclosures, requires expanded disclosures about the significance of the Group’s financial instruments and the
nature and extent of risks arising from those instruments, compared with
the information previously required to be disclosed by IAS 32, Financial
instruments: Disclosure and presentation. These additional disclosures are provided
primarily in Note 41.
|
|
(ii)
|
The Amendment to IAS 1,
Presentation of financial statements: Capital disclosures, introduces
additional disclosure requirements to provide information about the level
of capital and the Group’s objectives, policies and processes
for managing capital. These new disclosures are set out in Note
34.
|
|
Both IFRS 7 and the Amendment to
IAS 1 do not have any impact on the classification, recognition and
measurement of the amounts recognised in the consolidated financial
statements.
|
||
The Group has not applied any new
standard or interpretation that is not yet effective for the current
accounting period (Note 43).
|
||
The accompanying financial
statements are prepared on the historical cost basis as modified by the revaluation of
certain property, plant and equipment (Note 2(f)) and by the remeasurement
of available-for-sale financial assets (Note 2(k)) and derivative
component of the convertible bonds (Note 2(o)) to their fair
values.
|
||
The preparation of the financial statements
in accordance with IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the year. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of
which form the basis of making the judgements about carrying values of
assets and liabilities that are not readily apparent from other sources.
Actual results could differ from those
estimates.
|
||
The estimates and underlying assumptions are reviewed on
an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that
period, or in the period of the revision and future periods if the
revision affects both current and future
periods.
|
||
Key assumptions and estimation
made by management in the application of IFRS that have significant effect
on the financial statements and have a significant risk of causing a
material adjustment to the carrying amounts of assets and
liabilities in the following financial year are disclosed in Note
42.
|
2
|
PRINCIPAL ACCOUNTING
POLICIES
|
(a)
|
Basis of
consolidation
|
||
The consolidated financial
statements comprise the Company and its subsidiaries, and the Group’s interest in associates and
jointly controlled entities.
|
|||
(i)
|
Subsidiaries
|
||
Subsidiaries are those entities
controlled by the Group. Control exists when the Group has the power,
directly or indirectly, to govern the financial and operating policies of an entity so
as to obtain benefits from its activities.
|
|||
The financial statements of
subsidiaries are included in the consolidated financial statements from
the date that control effectively commences until the date that
control effectively
ceases.
|
|||
Minority interests at the balance
sheet date, being the portion of the net assets of subsidiaries
attributable to equity interests that are not owned by the Company,
whether directly or indirectly through subsidiaries, are presented in the consolidated balance
sheet and statement of changes in equity within equity, separately from
equity attributable to the equity shareholders of the Company. Minority
interests in the results of the Group are presented on the face of the
consolidated income statement as an
allocation of the total profit or loss for the period between minority
interests and the equity shareholders of the
Company.
|
|||
In the Company’s balance sheet, investments in
subsidiaries are stated at cost less impairment losses (Note
2(l)).
|
|||
The particulars of the
Group’s principal subsidiaries are set
out in Note 40.
|
|||
(ii)
|
Associates and jointly controlled
entities
|
||
An associate is an entity, not
being a subsidiary, in which the Group or the Company exercises significant
influence over its management. Significant influence is the power to
participate in the financial and operating policy decisions of the
investee but is not control or joint control over those
policies.
|
|||
A jointly controlled entity is an entity which
operates under a contractual arrangement between the Group or the Company
and other parties, where the contractual arrangement establishes that the
Group or the Company and one or more of the other parties share joint
control over the economic activity of the
entity.
|
|||
Investments in associates and
jointly controlled entities are accounted for in the consolidated
financial statements using the equity method from the date that
significant influence or joint control commences until the date that significant
influence or joint control ceases.
|
|||
In the Company’s balance sheet, its investments
in associates and jointly controlled entities are stated at cost less
impairment losses (Note 2(l)).
|
|||
(iii)
|
Transactions eliminated on
consolidation
|
||
Inter-company balances and
transactions and any unrealised gains arising from inter-company
transactions are eliminated on consolidation. Unrealised gains arising
from transactions with associates and jointly controlled entities are eliminated to the
extent of the Group’s interest in the entity.
Unrealised losses are eliminated in the same way as unrealised gains, but
only to the extent that there is no evidence of
impairment.
|
|||
(b)
|
Translation of foreign
currencies
|
||
The presentation currency of the
Group is Renminbi. Foreign currency transactions during the year are
translated into Renminbi at the applicable rates of exchange quoted by the
People’s Bank of China (“PBOC”) prevailing on the transaction
dates. Foreign
currency monetary assets and liabilities are translated into Renminbi at
the PBOC’s rates at the balance sheet
date.
|
|||
Exchange differences, other than
those capitalised as construction in progress, are recognised as income or
expense in the “finance costs” section of the income
statement.
|
|||
(c)
|
Cash and cash
equivalents
|
||
Cash equivalents consist of time
deposits with financial institutions with an initial term of less than
three months when purchased. Cash equivalents are stated at
cost, which
approximates fair value.
|
|||
(d)
|
Trade, bills and other
receivables
|
||
Trade, bills and other receivables
are initially recognised at fair value and thereafter stated at amortised
cost less impairment losses for bad and doubtful debts (Note
2(l)). Trade, bills
and other receivables are derecognised if the Group’s contractual rights to the cash
flows from these financial assets expire or if the Group transfers these
financial assets to another party without retaining control or
substantially all risks and rewards of the
assets.
|
|||
(e)
|
Inventories
|
||
Inventories, other than spare
parts and consumables, are stated at the lower of cost and net realisable
value. Cost includes the cost of purchase computed using the weighted
average method and, in the case of work in progress and
finished goods, direct labour and an appropriate proportion of production
overheads. Net realisable value is the estimated selling price in the
ordinary course of business, less the estimated costs of completion and
the estimated costs necessary to make the
sale.
|
|||
Spare parts and consumables are
stated at cost less any provision for
obsolescence.
|
2
|
PRINCIPAL
ACCOUNTING POLICIES (Continued)
|
|||
(f)
|
Property, plant and
equipment
|
|||
An item of property, plant
and equipment is
initially recorded at cost, less accumulated depreciation and impairment
losses (Note 2(l)). The cost of an asset comprises its purchase price, any
directly attributable costs of bringing the asset to working condition and
location for its intended use. Subsequent to the
revaluation required by the relevant PRC regulations in connection with
the Reorganisation and certain acquisitions made in prior years from
Sinopec Group Company, which was based on depreciated replacement costs,
property, plant and equipment are carried at
revalued amount, being the fair value at the date of the revaluation less
any subsequent accumulated depreciation and impairment losses.
Revaluations are performed periodically to ensure that the carrying amount
does not differ materially from that which
would be determined using fair value at the balance sheet date. The Group
recognises in the carrying amount of an item of property, plant and
equipment the cost of replacing part of such an item when that cost is
incurred if it is probable that the future
economic benefits embodied with the item will flow to the Group and the
cost of the item can be measured reliably. All other expenditure is
recognised as an expense in the income statement in the year in which it
is incurred.
|
||||
Gains or losses arising from the
retirement or disposal of an item of property, plant and equipment, other
than oil and gas properties, are determined as the difference between the
net disposal proceeds and the carrying amount of the item and
are recognised as
income or expense in the income statement on the date of retirement or
disposal. On disposal of a revalued asset, the related revaluation surplus
is transferred from the revaluation reserve to retained
earnings.
|
||||
Depreciation is provided to write off the cost/revalued
amount of items of property, plant and equipment, other than oil and gas
properties, over its estimated useful life on a straight-line basis, after
taking into account its estimated residual value, as
follows:
|
||||
Buildin gs
|
15 to 45
years
|
|||
Plant, machinery, equipment, oil
depots, storage tanks and others
|
4 to 18
years
|
|||
Service
stations
|
25 years
|
|||
Where parts of an item of
property, plant and equipment have different useful lives, the cost or
valuation of the item
is allocated on a reasonable basis between the parts and each part is
depreciated separately. Both the useful life of an asset and its residual
value, if any, are reassessed annually.
|
||||
(g)
|
Oil and gas
properties
|
|||
The Group uses the
successful efforts
method of accounting for its oil and gas producing activities. Under this
method, costs of development wells and the related support equipment are
capitalised. The cost of exploratory wells is initially capitalised as
construction in progress pending determination of whether
the well has found proved reserves. The impairment of exploratory well
costs occurs upon the determination that the well has not found proved
reserves. Exploratory wells that find oil and gas reserves in any area
requiring major capital expenditure are
expensed unless the well has found a sufficient quantity of reserves to
justify its completion as a producing well if the required capital
expenditure is made, and drilling of the additional exploratory wells is
under way or firmly planned for the near future.
However, in the absence of a determination of the discovery of proved
reserves, exploratory well costs are not carried as an asset for more than
one year following completion of drilling. If, after one year has passed,
a determination of the discovery of
proved reserves cannot be made, the exploratory well costs are impaired
and charged to expense. All other exploration costs, including geological
and geophysical costs, other dry hole costs and annual lease rentals, are
expensed as incurred. Capitalised
costs relating to proved properties are amortised at the field level on a
unit-of-production method. The amortisation rates are determined based on
oil and gas reserves estimated to be recoverable from existing facilities
over the shorter of the economic
lives of crude oil and natural gas reservoirs and the terms of the
relevant production licenses.
|
||||
Gains and losses on the disposal
of proved oil and gas properties are not recognised unless the disposal
encompasses an entire
property. The proceeds on such disposals are credited to the carrying
amounts of oil and gas properties.
|
||||
The Group estimates future
dismantlement costs for oil and gas properties with reference to
engineering estimates after taking into consideration the anticipated method of
dismantlement required in accordance with the industry practices. These
estimated future dismantlement costs are discounted at credit-adjusted
risk-free rate and are capitalised as oil and gas properties, which are
subsequently amortised as part of the
costs of the oil and gas properties.
|
||||
(h)
|
Lease
prepayments
|
|||
Lease prepayments represent land
use rights paid to the relevant government authorities. Land use rights
are carried at cost less accumulated amortisation and impairment losses (Note
2(l)). The cost of lease prepayments are charged to expense on a
straight-line basis over the respective periods of the
rights.
|
||||
(i)
|
Construction in
progress
|
|||
Construction in progress
represents buildings, oil and gas properties, various plant and
equipment under construction and pending installation, and is stated at
cost less impairment losses (Note 2(l)). Cost comprises direct costs of
construction as well as interest charges, and foreign exchange differences
on related borrowed funds to the extent
that they are regarded as an adjustment to interest charges, during the
periods of construction.
|
||||
Construction in progress is
transferred to property, plant and equipment when the asset is
substantially ready for its intended
use.
|
||||
No depreciation is provided in
respect of construction in
progress.
|
2
|
PRINCIPAL
ACCOUNTING POLICIES (Continued)
|
||
(j)
|
Goodwill
|
||
Goodwill represents amounts
arising on acquisition of subsidiaries, associates or jointly
controlled entities.
Goodwill represents the difference between the cost of acquisition and the
fair value of the net identifiable assets
acquired.
|
|||
Goodwill is stated at cost less
accumulated impairment losses. Goodwill is allocated to
cash-generating units
and is tested annually for impairment (Note 2(l)). In respect of
associates or jointly controlled entities, the carrying amount of goodwill
is included in the carrying amount of the interest in associates or
jointly controlled entities.
|
|||
(k)
|
Investments
|
||
Investment in available-for-sale
equity securities are carried at fair value with any change in fair value
recognised directly in equity. When these investments are derecognised or
impaired, the cumulative gain or loss previously recognised directly in equity is
recognised in the income statement. Investments in equity securities,
other than investments in associates and jointly controlled entities, that
do not have a quoted market price in an active market and whose fair value
cannot be reliably measured are recognised in
the balance sheet at cost less impairment losses (Note
2(l)).
|
|||
(l)
|
Impairment of
assets
|
||
(i)
|
Impairment of trade accounts
receivable, other receivables and investment in equity securities that do
not have an quoted
market price in an active market, other than investments in associates and
jointly controlled entities are as follows:
|
||
These assets are reviewed at each
balance sheet date to determine whether there is objective evidence of
impairment. If any
such evidence exists, an impairment loss is determined and recognised. The
impairment loss is measured as the difference between the
asset’s carrying amount and the
estimated future cash flows, discounted at the current market rate of
return for a similar financial asset where the effect
of discounting is material, and is recognised as an expense in the income
statement. Impairment losses for trade and other receivables are reversed
through the income statement if in a subsequent period the amount of the
impairment losses decreases.
Impairment losses for equity securities are not
reversed.
|
|||
(ii)
|
Impairment of other long-lived
assets is accounted as follows:
|
||
The carrying amounts of other
long-lived assets, including property, plant and equipment, construction in progress,
lease prepayment and investments in associates and jointly controlled
entities, are reviewed periodically in order to assess whether the
recoverable amounts have declined below the carrying amounts. These assets
are tested for impairment whenever events or
changes in circumstances indicate that their recorded carrying amounts may
not be recoverable. When such a decline has occurred, the carrying amount
is reduced to the recoverable amount. For goodwill, the recoverable
amount is estimated at each balance sheet
date.
|
|||
The recoverable amount is the
greater of the fair value less costs to sell and the value in use. In
determining the value in use, expected future cash flows generated by the
asset are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of time value of
money and the risks specific to the asset. Where an asset does not
generate cash inflows largely independent of those from other assets, the
recoverable amount is determined for the smallest
group of assets that generates cash inflows independently (i.e. a
cash-generating unit).
|
|||
The amount of the reduction is
recognised as an expense in the income statement unless the asset is
carried at revalued amount for which an impairment loss
is recognised directly against any related revaluation reserve to the
extent that the impairment loss does not exceed the amount held in the
revaluation reserve for that same asset. Impairment losses recognised in
respect of cash-generating units are
allocated first to reduce the carrying amount of any goodwill allocated to
the cash-generating unit and then, to reduce the carrying amount of the
other assets in the unit on a pro rata basis, except that the carrying
value of an asset will not be reduced below
its individual fair value less costs to sell, or value in use, if
determinable.
|
|||
The Group assesses at each balance
sheet date whether there is any indication that an impairment loss
recognised for an asset, except in the case of goodwill, in prior
years may no longer exist. An impairment loss is reversed if there has
been a favourable change in the estimates used to determine the
recoverable amount. A subsequent increase in the recoverable amount of an
asset, when the circumstances and events that
led to the write-down or write-off cease to exist, is recognised as an
income unless the asset is carried at revalued amount. Reversal of an
impairment loss on a revalued asset is credited to the revaluation reserve
except for impairment loss which was
previously recognised as an expense in the income statement; a reversal of
such impairment loss is recognised as an income. The reversal is reduced
by the amount that would have been recognised as depreciation had the
write-down or write-off not occurred. An
impairment loss in respect of goodwill is not
reversed.
|
|||
(m)
|
Trade, bills and other
payables
|
||
Trade, bills and other payables
are initially recognised at fair value and thereafter stated at amortised
cost unless the
effect of discounting would be immaterial, in which case they are stated
at cost.
|
|||
(n)
|
Interest-bearing
borrowings
|
||
Interest-bearing borrowings are
recognised initially at fair value less attributable transaction costs.
Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost with
any difference between cost and redemption value being recognised in
income statement over the period of borrowings using the effective
interest method.
|
2
|
PRINCIPAL
ACCOUNTING
POLICIES (Continued)
|
|
(o)
|
Convertible
bonds
|
|
Convertible bonds issued with a
cash settlement option and other embedded derivative features are split
into liability and derivative components.
|
||
At initial recognition, the
derivative component
of the convertible bonds is measured at fair value. Any excess of proceeds
over the amount initially recognised as the derivative component is
recognised as the liability component. Transaction costs that relate to
the issue of the convertible bonds are allocated to the liability and
derivative components in proportion to the allocation of proceeds. The
portion of the transaction costs relating to the liability component is
recognised initially as part of the liability. The portion relating to the
derivative component is recognised
immediately as an expense in the income
statement.
|
||
The derivative component is
subsequently remeasured at each balance sheet date and any gains or losses
arising from change in the fair value are recognised in the
income statement. The
liability component is subsequently carried at amortised cost until
extinguished on conversion or redemption. The interest expense recognised
in the income statement on the liability component is calculated using the
effective interest method. Both the liability and the
related derivative components are presented together for financial
statements reporting purposes.
|
||
If the convertible bonds are
converted, the carrying amounts of the derivative and liability components
are transferred to
share capital and share premium as consideration for the shares issued. If
the convertible bonds are redeemed, any difference between the amount paid
and the carrying amounts of both components is recognised in the income
statement.
|
||
(p)
|
Provisions and contingent
liabilities
|
|
A provision is recognised for
liability of uncertain timing or amount when the Group has a legal or
constructive obligation arising as a result of a past event, it is
probable that an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made.
|
||
When it is not probable that an
outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is disclosed as a contingent
liability, unless the
probability of outflow of economic benefits is remote. Possible
obligations, whose existence will only be confirmed by the occurrence or
non-occurrence of one or more future events are also disclosed as
contingent liabilities unless the probability of outflow of economic
benefits is remote.
|
||
Provisions for future
dismantlement costs are initially recognised based on the present value of
the future costs expected to be incurred in respect of the
Group’s expected dismantlement and
abandonment costs at
the end of related oil and gas exploration and development activities. Any
subsequent change in the present value of the estimated costs, other than
the change due to passage of time which is regarded as interest cost, is
reflected as an adjustment to the provision and oil and
gas properties.
|
||
A provision for onerous contracts
is recognised when the expected economic benefits to be derived by the
Group from a contract are lower than the unavoidable cost of meeting its
obligations under the
contract. The provision is measured at the present value of the lower of
the expected cost of terminating the contract and the expected net cost of
continuing with the contract.
|
||
(q)
|
Revenue
recognition
|
|
Revenues associated with the sale
of crude oil, natural
gas, petroleum and chemical products and ancillary materials are recorded
when the customer accepts the goods and the significant risks and rewards
of ownership and title have been transferred to the buyer. Revenue from
the rendering of services is recognised in the income
statement upon performance of the services. No revenue is recognised if
there are significant uncertainties regarding recovery of the
consideration due, the possible return of goods, or when the amount of
revenue and the costs incurred or to be incurred in
respect of the transaction cannot be measured
reliably.
|
||
Interest income is recognised on a
time apportioned basis that takes into account the effective yield on the
asset.
|
||
Government grants relating to the
purchase of assets
used for technology improvements are initially recorded as long-term
liabilities when there is reasonable assurance that they will be received
and thereafter offset against the cost of the related assets upon the
transfer of these assets to property, plant and equipment.
The grants are recognised as income over the useful life of these
property, plant and equipment by way of reduced
depreciation.
|
||
A government grant that becomes
receivable as compensation for expenses or losses already incurred with no future related
costs is recognised as income in the period in which it becomes
receivable.
|
||
(r)
|
Borrowing
costs
|
|
Borrowing costs are expensed in
the income statement in the period in which they are incurred, except to
the extent that they
are capitalised as being attributable to the construction of an asset
which necessarily takes a period of time to get ready for its intended
use.
|
||
(s)
|
Repairs and maintenance
expenditure
|
|
Repairs and maintenance
expenditure is expensed as
incurred.
|
||
(t)
|
Environmental
expenditures
|
|
Environmental expenditures that
relate to current ongoing operations or to conditions caused by past
operations are expensed as incurred.
|
||
Liabilities related to future
remediation costs are
recorded when environmental assessments and/or cleanups are probable and
the costs can be reasonably estimated. As facts concerning environmental
contingencies become known to the Group, the Group reassesses its position
both with respect to accrued liabilities and other potential
exposures.
|
2
|
PRINCIPAL
ACCOUNTING POLICIES (Continued)
|
|
(u)
|
Research and development
expense
|
|
Research and development
expenditures are expensed in the period in which they are incurred.
Research and development expense amounted to RMB 3,419
million for the year ended 31 December 2007 (2006: RMB 2,902
million).
|
||
(v)
|
Operating
leases
|
|
Operating lease payments are
charged to the income statement on a straight-line basis over the period
of the respective leases.
|
||
(w)
|
Employee
benefits
|
|
The contributions payable under
the Group’s retirement plans are recognised
as an expense in the income statement as incurred and according to the
contribution determined by the plans. Further information is set out in
Note 38.
|
||
Termination benefits, recorded as
employee reduction expenses in the income statement, are recognised when,
and only when, the Group demonstrably commits itself to terminate
employment or to provide benefits as a result of voluntary redundancy by
having a detailed
formal plan which is without realistic possibility of
withdrawal.
|
||
(x)
|
Income
tax
|
|
Income tax comprises current and
deferred tax. Current tax is calculated on taxable income by applying the
applicable tax rates. Deferred tax is provided using the balance sheet
liability method on all temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes only to the extent that it is probable that
future taxable income will be
available against which the assets can be utilised. Deferred tax is
calculated on the basis of the enacted tax rates that are expected to
apply in the period when the asset is realised or the liability is
settled. The effect on deferred tax of any changes in
tax rates is charged or credited to the income statement, except for the
effect of a change in tax rate on the carrying amount of deferred tax
assets and liabilities which were previously charged or credited to
equity.
|
||
The tax value of losses expected
to be available for utilisation against future taxable income is set off
against the deferred tax liability within the same legal tax unit and
jurisdiction to the extent appropriate, and is not available for set-off
against the taxable
profit of another legal tax unit. The carrying amount of a deferred tax
asset is reviewed at each balance sheet date and is reduced to the extent
that it is no longer probable that the related tax benefit will be
realised.
|
||
(y)
|
Dividends
|
|
Dividends are recognised as a
liability in the period in which they are
declared.
|
||
(z)
|
Segmental
reporting
|
|
A business segment is a
distinguishable component of the Group that is engaged in providing
products or services and is subject to risks and rewards that are
different from those of other segments.
|
||
The segments were determined
primarily because the Group manages its exploration and production,
refining, marketing and distribution, chemicals, and corporate and others
businesses separately. The reportable segments
are each managed separately because they manufacture and/or distribute
distinct products with different production processes and due to their
distinct operating and gross margin characteristics. In view of the fact
that the Company and its subsidiaries
operate mainly in the PRC, no geographical segment information is
presented.
|
||
The Group evaluates the
performance and allocates resources to its operating segments on an
operating income basis, without considering the effects of finance costs or
investment income. Corporate administrative costs and assets are not
allocated to the operating segments; instead, operating segments are
billed for direct corporate services. Inter-segment transfer pricing is
based on cost plus an appropriate margin, as
specified by the Group’s
policy.
|
||
Assets and liabilities dedicated
to a particular segment’s operations are included in that
segment’s total assets and liabilities.
Assets which benefit more than one segment or are considered to be corporate assets are not
allocated. “Unallocated assets” consists primarily of cash and
cash equivalents, time deposits with financial institutions, investments,
deferred tax assets and other non-current assets. “Unallocated
liabilities”
consists primarily of short-term and
long-term debts, loans from Sinopec Group Company and fellow subsidiaries,
income tax payable and deferred tax liabilities.
|
||
Interests in and share of profits
from associates and jointly controlled entities are included
in the segments in
which the associates and jointly controlled entities
operate.
|
3
|
TURNOVER
|
|
Turnover represents revenue from
the sales of crude oil, natural gas, petroleum and chemical products, net
of value-added tax.
|
||
4
|
OTHER OPERATING REVENUES
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Sale of materials, service and
others
|
30,604
|
26,469
|
|
Rental
income
|
370
|
384
|
|
30,974
|
26,853
|
5
|
OTHER
INCOME
|
During the year ended 31 December
2007, the Group recognised a grant income of RMB 4,863 million (2006: RMB
5,161 million). These grants were for compensation of losses incurred due
to the distortion of the correlation of domestic refined petroleum product
prices and the crude oil prices, and the measures taken by the Group to
stabilise the supply in the PRC
refined petroleum product market during the respective year. There are no
unfulfilled conditions and other contingencies attached to the receipts of
these grants. There is no assurance that the Group will continue to
receive such grant in the
future.
|
|
6
|
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
|
The following items are included
in selling, general and administrative
expenses:
|
The
Group
|
||||
2007
RMB
millions
|
2006
RMB
millions
|
|||
Operating lease
charges
|
5,897
|
6,116
|
||
Auditors’ remuneration – audit
services
|
85
|
82
|
||
Impairment
losses:
|
||||
– trade accounts
receivable
|
295
|
438
|
||
– other
receivables
|
143
|
107
|
||
7
|
PERSONNEL
EXPENSES
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Wages and
salaries
|
17,763
|
15,679
|
|
Staff
welfare
|
885
|
2,012
|
|
Contributions to retirement
schemes (Note 38)
|
2,806
|
2,394
|
|
Social security
contributions
|
1,291
|
871
|
|
22,745
|
20,956
|
8
|
EMPLOYEE REDUCTION
EXPENSES
|
In accordance with the
Group’s voluntary employee reduction
plan, the Group
recorded employee reduction expenses of RMB 399 million (2006: RMB 236
million) payable in cash during the year ended 31 December 2007 in respect of the voluntary
termination of approximately 5,000 (2006: 4,000)
employees.
|
|
9
|
TAXES OTHER THAN INCOME
TAX
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Consumption
tax
|
16,324
|
14,718
|
|
Special oil income
levy
|
11,208
|
8,747
|
|
City construction
tax
|
3,670
|
3,096
|
|
Education
surcharge
|
1,922
|
1,651
|
|
Resources
tax
|
882
|
854
|
|
Business
tax
|
298
|
264
|
|
34,304
|
29,330
|
Consumption tax is levied on
producers of gasoline, diesel, naphtha, fuel oil, jet fuel, lubricant oil
and solvent oil based on a tariff rate applied to the volume of sales.
Effective 26 March 2006, a special oil income levy has been
levied on oil
exploration and production entities based on the progressive rates ranging
from 20% to 40% on the portion of the monthly weighted average sales price
of the crude oil produced in the PRC exceeding USD 40 per barrel. City
construction tax is levied on an entity based on its total
amount of value-added tax, consumption tax and business
tax.
|
10
|
OTHER OPERATING EXPENSES,
NET
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Fines, penalties and
compensations
|
73
|
65
|
|
Donations
|
158
|
98
|
|
Loss on disposal of property, plant
and equipment, net
|
549
|
1,647
|
|
Impairment losses on long-lived
assets (i)
|
3,106
|
825
|
|
Gain on non-monetary contribution
to a jointly controlled entity (ii)
|
(1,315)
|
—
|
|
Gain from debt extinguishment
(iii)
|
—
|
(486)
|
|
Others
|
631
|
312
|
|
3,202
|
2,461
|
Note:
|
||
(i)
|
The factors resulting in the
exploration and production (“E&P”) segment impairment losses of RMB
481 million (2006: RMB 552 million) for the year ended 31 December 2007
were unsuccessful development drilling and high operating and development costs
for certain small oil fields. The carrying values of these E&P
properties were written down to a recoverable amount which was determined
based on the present values of the expected future cash flows of the
assets. The oil and gas pricing was a factor used
in the determination of the present values of the expected future cash
flows of the assets and had an impact on the recognition of the asset
impairment.
|
|
Impairment losses recognised on
long-lived assets of the refining segment was RMB 1,070 million
(2006: RMB nil) for the year ended 31 December 2007. Impairment losses
recognised on long-lived assets of the chemicals segment was RMB 318
million (2006: RMB 250 million) for the year ended 31 December 2007. These
impairment losses relate to certain
refining and chemicals production facilities that are held for use and a
refining construction in progress. The carrying values of these facilities
were written down to their recoverable amounts that were determined based
on the asset held for use model using
the present value of estimated future cash flows of the production
facilities. The primary factor resulting in the impairment losses on
long-lived assets of the refining and chemicals segments was due to higher
operating and production costs caused by the
increase in the prices of raw materials that are not expected to be
recovered through an increase in selling price.
|
||
Impairment losses recognised on
long-lived assets of the marketing and distribution segment of RMB
1,237 million (2006:
RMB 23 million) for the year ended 31 December 2007 primarily relate to
certain service stations that were closed or abandoned during the year and
certain construction in progress. In measuring the amounts of impairment
charges, the carrying amounts of these assets
were compared to the present value of the expected future cash flows of
the assets, as well as information about sales and purchases of similar
properties in the same geographic area.
|
||
(ii)
|
During the year ended 31
December 2007, the
Group contributed certain property, plant and equipment and construction
in progress with carrying amounts of RMB 1,239 million and RMB 601
million, respectively, in exchange for a 50% equity interest in a newly
set up jointly controlled entity and recognised a gain of RMB
1,315 million, representing the portion of the difference between the
carrying amount of these assets and their fair value attributable to the
equity interests of the other venturer. The other venturer contributed the
other 50% equity interest in cash
representing the fair values of the property, plant and equipment and
construction in progress as determined by a valuation performed by an
independent valuer.
|
|
(iii)
|
During the year ended 31 December
2006, a subsidiary of the Group reached an agreement
with a bank to waive loan principal balance and related interest payable
totalling RMB 486 million.
|
11
|
INTEREST
EXPENSE
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Interest expense
incurred
|
8,280
|
8,595
|
|
Less: Interest expense
capitalised*
|
(966)
|
(1,494)
|
|
Interest
expense
|
7,314
|
7,101
|
|
* Interest rates per annum at
which borrowing costs were capitalised for construction in
progress
|
3.6% to
7.1%
|
3.6% to
6.1%
|
12
|
TAXATION
|
Taxation in the consolidated
income statement
represents:
|
The
Group
|
||||
2007
RMB
millions
|
2006
RMB
millions
|
|||
Current tax
|
28,628
|
23,980
|
||
– Provision for the
year
|
249
|
260
|
||
– Under-provision in prior
years
|
(4,156)
|
(736)
|
||
Deferred taxation (Note
29)
|
24,721
|
23,504
|
A reconciliation between actual tax expense
and accounting profit at applicable tax rates is as
follows:
|
The
Group
|
|||
2007
RMB
millions
|
2006
RMB
millions
|
||
Profit before
taxation
|
83,464
|
78,542
|
|
Expected PRC income tax expense at
a statutory tax rate of 33%
|
27,543
|
25,919
|
|
Tax effect of non-deductible
expenses
|
1,400
|
535
|
|
Tax effect of non-taxable
income
|
(3,767)
|
(1,438)
|
|
Tax effect of differential tax
rate (i)
|
(1,959)
|
(2,047)
|
|
Tax effect of tax losses not
recognised
|
103
|
324
|
|
Under-provision in prior
years
|
249
|
260
|
|
Tax credit for domestic equipment
purchases
|
(500)
|
(49)
|
|
Effect of change in tax rate on
deferred tax (ii)
|
1,652
|
—
|
|
Actual tax
expense
|
24,721
|
23,504
|
Substantially all income before
income tax and related tax expense is from PRC
sources.
|
Note:
|
||
(i)
|
The provision for PRC current
income tax is based on a statutory income tax rate of 33% of the
assessable income of the Group as determined in accordance with the
relevant income tax rules and regulations of the PRC, except for certain
entities of the
Group, which are taxed at a preferential rate of
15%.
|
|
(ii)
|
On 16 March 2007, the Fifth
Plenary Session of the Tenth National People’s Congress passed the Corporate
Income Tax Law of the People’s Republic of China (“new tax law”), which takes effect on 1 January 2008.
According to the new tax law, a unified corporate income tax rate of 25%
is applied to PRC entities; however certain entities previously taxed at a
preferential rate are subject to a transition period during which their
tax rate will gradually be increased
to the unified rate of 25% over a five year period starting from 1 January
2008.
|
|
Based on the new tax law, the
income tax rate applicable to the Group, except for certain entities of
the Group, is reduced from 33% to 25% from 1 January 2008. Based on
a tax notice issued by the State Council on 26 December 2007, the
applicable tax rates for entities operating in special economic zones,
which were previously taxed at the preferential rate of 15%, are 18%, 20%,
22%, 24% and 25% for the years ending 31
December 2008, 2009, 2010, 2011 and 2012, respectively. According to the
same notice, the applicable tax rate for entities operating in the western
region of the PRC which were granted a preferential tax rate of 15% from
2004 to 2010, remains at 15% for the
years ending 31 December 2008, 2009 and 2010 and will be increased to 25%
from 1 January 2011.
|
13
|
DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
|
||||||||
(a)
|
During the year ended 31 December
2007 and 2006, directors’ and supervisors’ emoluments are as
follows:
|
||||||||
Name
|
Directors’ fee
RMB’000
|
Salaries,
allowances and
benefits in
kind
RMB’000
|
Discretionary
bonuses
RMB’000
|
Retirement
scheme
contributions
RMB’000
|
2007
Total
RMB’000
|
||||
Executive
directors
|
|||||||||
Wang Tianpu
|
—
|
302
|
502
|
21
|
825
|
||||
Zhang
Jianhua
|
—
|
289
|
479
|
21
|
789
|
||||
Wang
Zhigang
|
—
|
289
|
479
|
21
|
789
|
||||
Dai
Houliang
|
—
|
289
|
381
|
21
|
691
|
||||
Non-executive
directors
|
|||||||||
Su Shulin (appointed on 10 August
2007)
|
—
|
—
|
—
|
—
|
—
|
||||
Zhou Yuan
|
—
|
—
|
—
|
—
|
—
|
||||
Fan Yifei
|
65
|
—
|
—
|
—
|
65
|
||||
Yao Zhongmin
|
65
|
—
|
—
|
—
|
65
|
||||
Chen Tonghai (resigned on 22 June
2007)
|
—
|
—
|
—
|
—
|
—
|
||||
Independent non-executive
directors
|
|||||||||
Shi Wanpeng
|
240
|
—
|
—
|
—
|
240
|
||||
Liu Zhongli
|
240
|
—
|
—
|
—
|
240
|
||||
Li Deshui
|
240
|
—
|
—
|
—
|
240
|
||||
Supervisors
|
|||||||||
Wang Zuoran
|
—
|
—
|
—
|
—
|
—
|
||||
Kang
Xianzhang
|
—
|
—
|
—
|
—
|
—
|
||||
Su Wensheng
|
—
|
162
|
195
|
21
|
378
|
||||
Cui Guoqi
|
—
|
168
|
198
|
21
|
387
|
||||
Zhang
Jitian
|
—
|
162
|
114
|
21
|
297
|
||||
Zou Huiping
|
—
|
162
|
114
|
21
|
297
|
||||
Li Zhonghua
|
—
|
154
|
127
|
16
|
297
|
||||
Independent
supervisors
|
|||||||||
Li Yonggui
|
240
|
—
|
—
|
—
|
240
|
||||
Zhang
Youcai
|
240
|
—
|
—
|
—
|
240
|
||||
Total
|
1,330
|
1,977
|
2,589
|
184
|
6,080
|
||||
13
|
DIRECTORS’ AND
SUPERVISORS’
EMOLUMENTS(Continued)
|
|||||||
Directors’ fee
RMB’000
|
Salaries,
allowances and
benefits in
kind
RMB’000
|
Discretionary
bonuses
RMB’000
|
Retirement
scheme
contributions
RMB’000
|
2006
Total
RMB’000
|
||||
Executive
directors
|
||||||||
Wang Tianpu #
|
—
|
280
|
317
|
19
|
616
|
|||
Zhang Jianhua #
|
—
|
268
|
289
|
19
|
576
|
|||
Wang Zhigang #
|
—
|
268
|
289
|
19
|
576
|
|||
Dai Houliang #
|
—
|
230
|
200
|
16
|
446
|
|||
Cao Yaofeng *
|
—
|
108
|
—
|
5
|
113
|
|||
Wang Jiming
*
|
—
|
141
|
—
|
8
|
149
|
|||
Mou Suling
*
|
—
|
109
|
—
|
6
|
115
|
|||
Zhang Jiaren
*
|
—
|
114
|
—
|
8
|
122
|
|||
Cao Xianghong *
|
—
|
136
|
—
|
8
|
144
|
|||
Non-executive
directors
|
||||||||
Chen
Tonghai
|
—
|
—
|
—
|
—
|
—
|
|||
Zhou Yuan #
|
—
|
—
|
—
|
—
|
—
|
|||
Liu Genyuan
*
|
—
|
—
|
—
|
—
|
—
|
|||
Fan Yifei
|
35
|
—
|
—
|
—
|
35
|
|||
Yao Zhongmin #
|
35
|
—
|
—
|
—
|
35
|
|||
Gao Jian *
|
—
|
—
|
—
|
—
|
—
|
|||
Independent non-executive
directors
|
||||||||
Shi Wanpeng
|
121
|
—
|
—
|
—
|
121
|
|||
Liu Zhongli #
|
109
|
—
|
—
|
—
|
109
|
|||
Li Deshui #
|
109
|
—
|
—
|
—
|
109
|
|||
Chen Qingtai
*
|
12
|
—
|
—
|
—
|
12
|
|||
Zhang Youcai
*
|
9
|
—
|
—
|
—
|
9
|
|||
Ho Tsu Kwok
Charles*
|
9
|
—
|
—
|
—
|
9
|
|||
Supervisors
|
||||||||
Wang Zuoran
|
—
|
—
|
—
|
—
|
—
|
|||
Zhang Chongqing
*
|
—
|
—
|
—
|
—
|
—
|
|||
Wang Peijun
*
|
—
|
—
|
—
|
—
|
—
|
|||
Wang Xianwen
*
|
—
|
—
|
—
|
—
|
—
|
|||
Zhang Baojian
*
|
—
|
—
|
—
|
—
|
—
|
|||
Kang
Xianzhang
|
—
|
—
|
—
|
—
|
—
|
|||
Su Wensheng
|
—
|
160
|
175
|
19
|
354
|
|||
Cui Guoqi
|
—
|
147
|
163
|
19
|
329
|
|||
Zhang Xianglin
*
|
—
|
63
|
170
|
6
|
239
|
|||
Zhang Jitian #
|
—
|
90
|
—
|
12
|
102
|
|||
Zou Huiping #
|
—
|
90
|
—
|
12
|
102
|
|||
Li Zhonghua #
|
—
|
86
|
—
|
8
|
94
|
|||
Independent
supervisors
|
||||||||
Cui Jianmin
*
|
9
|
—
|
—
|
—
|
9
|
|||
Li Yonggui
|
121
|
—
|
—
|
—
|
121
|
|||
Zhang Youcai #
|
109
|
—
|
—
|
—
|
109
|
|||
Total
|
678
|
2,290
|
1,603
|
184
|
4,755
|
*
|
These directors and supervisors
resigned on 24 May
2006.
|
||
#
|
These directors and supervisors
were appointed on 24 May 2006.
|
||
(b)
|
During the year ended 31 December
2007, in accordance with the “Provisional measure of performance
assessment for the management of state-owned enterprises” issued by the State-owned Assets
Supervision and Administration Commission of the State Council in 2006,
the Company paid bonuses amounting to RMB 3.785 million to four executive
directors and five supervisors in relation to their performance in the
years ended 31 December 2004, 2005 and
2006.
|
14
|
SENIOR MANAGEMENT’S
EMOLUMENTS
|
For the year ended 31 December
2007, of the five highest paid individuals, four (2006: four) are
directors whose emoluments are disclosed in Note 13. The emoluments in
respect of the other
one highest paid individual are as
follows:
|
2007
RMB’000
|
2006
RMB’000
|
||
Salaries and other
emoluments
|
1,369
|
499
|
|
Retirement scheme
contributions
|
21
|
19
|
|
1,390
|
518
|
The emoluments of the one (2006:
one) highest paid individual are within the following
bands:
|
2007
Number
|
2006
Number
|
||
Nil to HK$
1,000,000
|
—
|
1
|
|
HK$ 1,000,000 to HK$
2,000,000
|
1
|
—
|
15
|
PROFIT ATTRIBUTABLE TO EQUITY
SHAREHOLDERS OF THE COMPANY
|
The consolidated profit
attributable to equity shareholders of the Company includes a
profit of RMB 46,311 million (2006: RMB 55,140 million) which has been
dealt with in the financial statements of the
Company.
|
|
16
|
DIVIDENDS
|
Dividends payable to equity
shareholders of the Company attributable to the year
represent:
|
2007
RMB
millions
|
2006
RMB
millions
|
||
Dividends declared and paid during
the year of RMB 0.05 per share (2006: RMB 0.04 per
share)
|
4,335
|
3,468
|
|
Dividends declared after the
balance sheet date of RMB 0.115 per share (2006: RMB 0.11 per share)
|
9,971
|
9,537
|
|
14,306
|
13,005
|
Pursuant to the
Company’s Articles of Association and a
resolution passed at the Directors’ meeting on 24 August 2007, the
directors authorised to declare an interim dividend for the year ended 31
December 2007 of RMB
0.05 (2006: RMB 0.04) per share totalling RMB 4,335 million (2006: RMB
3,468 million), which was paid on 28 September
2007.
|
|
Pursuant to a resolution passed at
the Directors’ meeting on 3 April 2008, a final
dividend in respect of the year ended 31 December 2007 of RMB 0.115 (2006:
RMB 0.11) per share totalling RMB 9,971 million (2006: RMB 9,537 million)
was proposed for shareholders’ approval at the Annual General
Meeting. Final dividend of RMB 9,971 million (2006: RMB 9,537 million)
proposed after the balance sheet date has not
been recognised as a liability at the balance sheet
date.
|
|
Dividends payable to equity
shareholders of the Company attributable to the previous financial year,
approved and paid during the year
represent:
|
2007
RMB millions
|
2006
RMB
millions
|
||
Final dividends in respect of the
previous financial year, approved
and paid during the year of RMB
0.11 per share (2006: RMB 0.09 per share)
|
9,537
|
7,803
|
Pursuant to the
shareholders’ approval at the Annual General
Meeting on 29 May
2007, a final dividend of RMB 0.11 per share totalling RMB 9,537 million
in respect of the year ended 31 December 2006 was declared and paid on 29
June 2007.
|
|
Pursuant to the
shareholders’ approval at the Annual General
Meeting on 24 May
2006, a final dividend of RMB 0.09 per share totalling RMB 7,803 million
in respect of the year ended 31 December 2005 was declared and paid on 30
June 2006.
|
|
17
|
BASIC AND DILUTED EARNINGS PER
SHARE
|
The calculation of basic and
diluted earnings per
share for the year ended 31 December 2007 is based on the profit
attributable to equity shareholders of the Company of RMB 56,533 million
(2006: RMB 53,603 million) and the weighted average number of shares of
86,702,439,000 (2006: 86,702,439,000) during the
year.
|
|
For the year ended 31 December
2007, diluted earnings per share is calculated on the same basis as basic
earnings per share, since the effect of the convertible bonds was
anti-dilutive.
|
18
|
PROPERTY, PLANT AND
EQUIPMENT
|
|||||||
The Group - by segment
|
||||||||
Exploration
and
production
RMB
millions
|
Refining
RMB
millions
|
Marketing
and
distribution
RMB
millions
|
Chemicals
RMB
millions
|
Corporate
and
others
RMB
millions
|
Total
RMB
millions
|
|||
Cost/valuation:
|
||||||||
Balance at 1 January
2006
|
215,041
|
126,484
|
77,021
|
164,615
|
4,474
|
587,635
|
||
Additions
|
1,175
|
298
|
1,280
|
268
|
456
|
3,477
|
||
Transferred from construction in
progress
|
28,695
|
27,368
|
10,087
|
15,394
|
161
|
81,705
|
||
Acquisition of a subsidiary
(ii)
|
2,071
|
—
|
—
|
—
|
—
|
2,071
|
||
Reclassification
|
(56)
|
(600)
|
—
|
725
|
(69)
|
—
|
||
Disposals
|
(5,562)
|
(1,594)
|
(2,280)
|
(4,285)
|
(153)
|
(13,874)
|
||
Balance at 31 December
2006
|
241,364
|
151,956
|
86,108
|
176,717
|
4,869
|
661,014
|
||
Balance at 1 January
2007
|
241,364
|
151,956
|
86,108
|
176,717
|
4,869
|
661,014
|
||
Additions
|
7,367
|
506
|
289
|
269
|
247
|
8,678
|
||
Transferred from construction in
progress
|
35,851
|
10,768
|
5,726
|
6,244
|
1,316
|
59,905
|
||
Acquisition of subsidiaries
(iii)
|
—
|
—
|
2,474
|
—
|
—
|
2,474
|
||
Reclassification
|
(7)
|
(78)
|
94
|
(9)
|
—
|
—
|
||
Contributed to a jointly
controlled entity (Note 10)
|
—
|
(4,317)
|
—
|
—
|
—
|
(4,317)
|
||
Reclassification to lease
prepayments and other assets
|
—
|
(322)
|
(1,345)
|
(672)
|
(27)
|
(2,366)
|
||
Disposals
|
(392)
|
(1,027)
|
(2,191)
|
(1,425)
|
(207)
|
(5,242)
|
||
Balance at 31 December
2007
|
284,183
|
157,486
|
91,155
|
181,124
|
6,198
|
720,146
|
||
Accumulated depreciation:
|
||||||||
Balance at 1 January
2006
|
103,343
|
62,911
|
14,812
|
99,435
|
1,549
|
282,050
|
||
Depreciation charge for the
year
|
12,839
|
8,096
|
3,422
|
8,317
|
401
|
33,075
|
||
Acquisition of a subsidiary
(ii)
|
592
|
—
|
—
|
—
|
—
|
592
|
||
Impairment losses for the
year
|
552
|
—
|
23
|
250
|
—
|
825
|
||
Reclassification
|
(23)
|
(392)
|
—
|
420
|
(5)
|
—
|
||
Written back on
disposals
|
(5,253)
|
(1,358)
|
(1,103)
|
(3,463)
|
(108)
|
(11,285)
|
||
Balance at 31 December
2006
|
112,050
|
69,257
|
17,154
|
104,959
|
1,837
|
305,257
|
||
Balance at 1 January
2007
|
112,050
|
69,257
|
17,154
|
104,959
|
1,837
|
305,257
|
||
Depreciation charge for the
year
|
18,161
|
8,899
|
5,788
|
8,734
|
634
|
42,216
|
||
Acquisition of subsidiaries
(iii)
|
—
|
—
|
916
|
—
|
—
|
916
|
||
Impairment losses for the
year
|
481
|
916
|
1,194
|
318
|
—
|
2,909
|
||
Reclassification
|
131
|
(204)
|
82
|
(9)
|
—
|
—
|
||
Contributed to a jointly controlled entity (Note
10)
|
—
|
(3,078)
|
—
|
—
|
—
|
(3,078)
|
||
Reclassification to lease
prepayments and other assets
|
—
|
—
|
(190)
|
(56)
|
—
|
(246)
|
||
Written back on
disposals
|
(140)
|
(431)
|
(1,142)
|
(1,164)
|
(93)
|
(2,970)
|
||
Balance at 31 December
2007
|
130,683
|
75,359
|
23,802
|
112,782
|
2,378
|
345,004
|
||
Net book
value:
|
||||||||
Balance at 1 January
2006
|
111,698
|
63,573
|
62,209
|
65,180
|
2,925
|
305,585
|
||
Balance at 31 December
2006
|
129,314
|
82,699
|
68,954
|
71,758
|
3,032
|
355,757
|
||
Balance at 31 December
2007
|
153,500
|
82,127
|
67,353
|
68,342
|
3,820
|
375,142
|
18
|
PROPERTY, PLANT
AND EQUIPMENT (Continued)
|
The Company - by
segment
|
Exploration
|
Marketing
|
Corporate
|
|||||
and
|
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
others
|
Total
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB millions
|
RMB
millions
|
RMB
millions
|
||
Cost/valuation:
|
|||||||
Balance at 1 January
2006
|
81,403
|
92,229
|
68,448
|
60,986
|
3,380
|
306,446
|
|
Additions
|
192
|
109
|
1,276
|
7
|
11
|
1,595
|
|
Transferred from construction in
progress
|
25,317
|
15,049
|
8,115
|
11,357
|
52
|
59,890
|
|
Transferred from
subsidiaries
|
109,581
|
2,702
|
—
|
15,866
|
—
|
128,149
|
|
Transferred to
subsidiaries
|
—
|
—
|
(746)
|
—
|
—
|
(746)
|
|
Reclassification
|
(56)
|
(600)
|
—
|
725
|
(69)
|
—
|
|
Disposals
|
(5,313)
|
(1,242)
|
(2,158)
|
(1,723)
|
(105)
|
(10,541)
|
|
Balance at 31 December
2006
|
211,124
|
108,247
|
74,935
|
87,218
|
3,269
|
484,793
|
|
Balance at 1 January
2007
|
211,124
|
108,247
|
74,935
|
87,218
|
3,269
|
484,793
|
|
Additions
|
7,056
|
418
|
137
|
450
|
228
|
8,289
|
|
Transferred from construction in
progress
|
31,785
|
8,907
|
5,362
|
3,069
|
628
|
49,751
|
|
Transferred from
subsidiaries
|
—
|
18,340
|
429
|
18,080
|
—
|
36,849
|
|
Transferred to
subsidiaries
|
—
|
—
|
(881)
|
—
|
—
|
(881)
|
|
Reclassification
|
(7)
|
(101)
|
117
|
(9)
|
—
|
—
|
|
Reclassification to lease
prepayments and other assets
|
—
|
(60)
|
(2,942)
|
(36)
|
—
|
(3,038)
|
|
Disposals
|
(50)
|
(371)
|
(1,556)
|
(586)
|
(59)
|
(2,622)
|
|
Balance at 31 December
2007
|
249,908
|
135,380
|
75,601
|
108,186
|
4,066
|
573,141
|
|
Accumulated
depreciation:
|
|||||||
Balance at 1 January
2006
|
35,791
|
46,299
|
14,135
|
38,442
|
1,068
|
135,735
|
|
Depreciation charge for the
year
|
11,569
|
5,757
|
3,082
|
3,835
|
235
|
24,478
|
|
Transferred from
subsidiaries
|
50,994
|
1,472
|
—
|
9,382
|
—
|
61,848
|
|
Transferred to
subsidiaries
|
—
|
—
|
(74)
|
—
|
—
|
(74)
|
|
Impairment losses for the
year
|
533
|
—
|
23
|
200
|
—
|
756
|
|
Reclassification
|
(23)
|
(395)
|
—
|
423
|
(5)
|
—
|
|
Written back on
disposals
|
(5,144)
|
(1,083)
|
(1,050)
|
(1,385)
|
(71)
|
(8,733)
|
|
Balance at 31 December
2006
|
93,720
|
52,050
|
16,116
|
50,897
|
1,227
|
214,010
|
|
Balance at 1 January
2007
|
93,720
|
52,050
|
16,116
|
50,897
|
1,227
|
214,010
|
|
Depreciation charge for the
year
|
16,915
|
7,050
|
5,170
|
5,222
|
509
|
34,866
|
|
Transferred from
subsidiaries
|
—
|
8,673
|
25
|
10,310
|
—
|
19,008
|
|
Transferred to
subsidiaries
|
—
|
—
|
(130)
|
—
|
—
|
(130)
|
|
Impairment losses for the
year
|
474
|
908
|
1,118
|
102
|
—
|
2,602
|
|
Reclassification
|
(6)
|
(65)
|
81
|
(10)
|
—
|
—
|
|
Reclassification to lease
prepayments and other assets
|
—
|
—
|
(103)
|
—
|
—
|
(103)
|
|
Written back on
disposals
|
(46)
|
(327)
|
(946)
|
(574)
|
(14)
|
(1,907)
|
|
Balance at 31 December
2007
|
111,057
|
68,289
|
21,331
|
65,947
|
1,722
|
268,346
|
|
Net book
value:
|
|||||||
Balance at 1 January
2006
|
45,612
|
45,930
|
54,313
|
22,544
|
2,312
|
170,711
|
|
Balance at 31 December
2006
|
117,404
|
56,197
|
58,819
|
36,321
|
2,042
|
270,783
|
|
Balance at 31 December
2007
|
138,851
|
67,091
|
54,270
|
42,239
|
2,344
|
304,795
|
18
|
PROPERTY, PLANT
AND EQUIPMENT (Continued)
|
The Group - by asset
class
|
Oil depots,
|
Plant,
|
||||||
storage
tanks
|
machinery,
|
||||||
Oil and gas
|
and service
|
equipment
|
|||||
Buildings
|
properties
|
stations
|
and others
|
Total
|
|||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|||
Cost/valuation:
|
|||||||
Balance at 1 January
2006
|
46,219
|
195,280
|
73,117
|
273,019
|
587,635
|
||
Additions
|
752
|
777
|
1,071
|
877
|
3,477
|
||
Transferred from construction in
progress
|
2,797
|
26,579
|
14,549
|
37,780
|
81,705
|
||
Acquisition of a subsidiary
(ii)
|
519
|
1,313
|
—
|
239
|
2,071
|
||
Reclassification
|
(2,157)
|
10
|
3,170
|
(1,023)
|
—
|
||
Disposals
|
(751)
|
(5,266)
|
(1,658)
|
(6,199)
|
(13,874)
|
||
Balance at 31 December
2006
|
47,379
|
218,693
|
90,249
|
304,693
|
661,014
|
||
Balance at 1 January
2007
|
47,379
|
218,693
|
90,249
|
304,693
|
661,014
|
||
Additions
|
199
|
7,264
|
370
|
845
|
8,678
|
||
Transferred from construction in
progress
|
684
|
33,423
|
7,289
|
18,509
|
59,905
|
||
Acquisition of subsidiaries
(iii)
|
1,423
|
—
|
949
|
102
|
2,474
|
||
Reclassification
|
349
|
(7)
|
(446)
|
104
|
—
|
||
Contributed to a jointly
controlled entity (Note 10)
|
(749)
|
—
|
—
|
(3,568)
|
(4,317)
|
||
Reclassification to lease
prepayments and other assets
|
(1,941)
|
—
|
—
|
(425)
|
(2,366)
|
||
Disposals
|
(1,044)
|
—
|
(1,411)
|
(2,787)
|
(5,242)
|
||
Balance at 31 December
2007
|
46,300
|
259,373
|
97,000
|
317,473
|
720,146
|
||
Accumulated
depreciation:
|
|||||||
Balance at 1 January
2006
|
21,636
|
94,374
|
13,730
|
152,310
|
282,050
|
||
Depreciation charge for the
year
|
1,742
|
12,126
|
3,728
|
15,479
|
33,075
|
||
Acquisition of a subsidiary
(ii)
|
49
|
468
|
—
|
75
|
592
|
||
Impairment losses for the
year
|
118
|
532
|
23
|
152
|
825
|
||
Reclassification
|
(379)
|
(45)
|
1,221
|
(797)
|
—
|
||
Written back on
disposals
|
(438)
|
(5,073)
|
(834)
|
(4,940)
|
(11,285)
|
||
Balance at 31 December
2006
|
22,728
|
102,382
|
17,868
|
162,279
|
305,257
|
||
Balance at 1 January
2007
|
22,728
|
102,382
|
17,868
|
162,279
|
305,257
|
||
Depreciation charge for the
year
|
1,740
|
16,304
|
4,409
|
19,763
|
42,216
|
||
Acquisition of subsidiaries
(iii)
|
472
|
—
|
350
|
94
|
916
|
||
Impairment losses for the
year
|
337
|
437
|
961
|
1,174
|
2,909
|
||
Reclassification
|
736
|
(66)
|
471
|
(1,141)
|
—
|
||
Contributed to a jointly
controlled entity (Note 10)
|
(448)
|
—
|
—
|
(2,630)
|
(3,078)
|
||
Reclassification to lease
prepayments and other assets
|
(245)
|
—
|
—
|
(1)
|
(246)
|
||
Written back on
disposals
|
(333)
|
—
|
(756)
|
(1,881)
|
(2,970)
|
||
Balance at 31 December
2007
|
24,987
|
119,057
|
23,303
|
177,657
|
345,004
|
||
Net book
value:
|
|||||||
Balance at 1 January
2006
|
24,583
|
100,906
|
59,387
|
120,709
|
305,585
|
||
Balance at 31 December
2006
|
24,651
|
116,311
|
72,381
|
142,414
|
355,757
|
||
Balance at 31 December
2007
|
21,313
|
140,316
|
73,697
|
139,816
|
375,142
|
18
|
PROPERTY, PLANT
AND EQUIPMENT (Continued)
|
The Company - by asset
class
|
Oil depots,
|
Plant,
|
|||||
storage
tanks
|
machinery,
|
|||||
Oil and gas
|
and service
|
equipment
|
||||
Buildings
|
properties
|
stations
|
and others
|
Total
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Cost/valuation:
|
||||||
Balance at 1 January
2006
|
25,929
|
73,067
|
64,957
|
142,493
|
306,446
|
|
Additions
|
61
|
—
|
1,046
|
488
|
1,595
|
|
Transferred from construction in
progress
|
1,339
|
23,683
|
12,213
|
22,655
|
59,890
|
|
Transferred from
subsidiaries
|
3,288
|
102,919
|
—
|
21,942
|
128,149
|
|
Transferred to
subsidiaries
|
—
|
—
|
(746)
|
—
|
(746)
|
|
Reclassification
|
(2,512)
|
10
|
2,845
|
(343)
|
—
|
|
Disposals
|
(321)
|
(5,144)
|
(1,531)
|
(3,545)
|
(10,541)
|
|
Balance at 31 December
2006
|
27,784
|
194,535
|
78,784
|
183,690
|
484,793
|
|
Balance at 1 January
2007
|
27,784
|
194,535
|
78,784
|
183,690
|
484,793
|
|
Additions
|
541
|
6,952
|
290
|
506
|
8,289
|
|
Transferred from construction in
progress
|
549
|
29,947
|
5,587
|
13,668
|
49,751
|
|
Transferred from
subsidiaries
|
3,555
|
—
|
1,894
|
31,400
|
36,849
|
|
Transferred to
subsidiaries
|
(47)
|
—
|
(807)
|
(27)
|
(881)
|
|
Reclassification
|
811
|
—
|
663
|
(1,474)
|
—
|
|
Reclassification to lease
prepayments and other
assets
|
(2,936)
|
—
|
—
|
(102)
|
(3,038)
|
|
Disposals
|
(258)
|
(21)
|
(1,178)
|
(1,165)
|
(2,622)
|
|
Balance at 31 December
2007
|
29,999
|
231,413
|
85,233
|
226,496
|
573,141
|
|
Accumulated
depreciation:
|
||||||
Balance at 1 January
2006
|
11,164
|
33,802
|
12,952
|
77,817
|
135,735
|
|
Depreciation charge for the
year
|
927
|
11,071
|
3,146
|
9,334
|
24,478
|
|
Transferred from
subsidiaries
|
1,056
|
45,609
|
—
|
15,183
|
61,848
|
|
Transferred to
subsidiaries
|
—
|
—
|
(74)
|
—
|
(74)
|
|
Impairment losses for the
year
|
118
|
532
|
23
|
83
|
756
|
|
Reclassification
|
(412)
|
(45)
|
1,209
|
(752)
|
—
|
|
Written back on
disposals
|
(230)
|
(5,000)
|
(783)
|
(2,720)
|
(8,733)
|
|
Balance at 31 December
2006
|
12,623
|
85,969
|
16,473
|
98,945
|
214,010
|
|
Balance at 1 January
2007
|
12,623
|
85,969
|
16,473
|
98,945
|
214,010
|
|
Depreciation charge for the
year
|
1,166
|
15,042
|
3,846
|
14,812
|
34,866
|
|
Transferred from
subsidiaries
|
1,541
|
—
|
697
|
16,770
|
19,008
|
|
Transferred to
subsidiaries
|
—
|
—
|
(127)
|
(3)
|
(130)
|
|
Impairment losses for the
year
|
276
|
436
|
906
|
984
|
2,602
|
|
Reclassification
|
(368)
|
(3)
|
778
|
(407)
|
—
|
|
Reclassification to lease
prepayments and other
assets
|
(102)
|
—
|
—
|
(1)
|
(103)
|
|
Written back on
disposals
|
(175)
|
(19)
|
(652)
|
(1,061)
|
(1,907)
|
|
Balance at 31 December
2007
|
14,961
|
101,425
|
21,921
|
130,039
|
268,346
|
|
Net book
value:
|
||||||
Balance at 1 January
2006
|
14,765
|
39,265
|
52,005
|
64,676
|
170,711
|
|
Balance at 31 December
2006
|
15,161
|
108,566
|
62,311
|
84,745
|
270,783
|
|
Balance at 31 December
2007
|
15,038
|
129,988
|
63,312
|
96,457
|
304,795
|
Note:
|
||
(i)
|
The additions in the exploration
and production segment and oil and gas properties of the Group and the Company for the year
ended 31 December 2007 included RMB 7,211 million and RMB 6,930 million
relating to the estimated dismantlement costs for site restoration
recognised during the year.
|
|
(ii)
|
During the year ended 31 December
2006, the Group
acquired an additional 71.4% in Shengli Oil Field Dynamic Company Limited
(Note 20).
|
|
(iii)
|
During the year ended 31 December
2007, the Group acquired the entire equity interests of certain gas
stations companies incorporated in Hong Kong (“Hong Kong gas stations”) (Note
20).
|
19
|
CONSTRUCTION IN
PROGRESS
|
The
Group
|
Exploration
|
Marketing
|
Corporate
|
|||||
and
|
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
others
|
Total
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB millions
|
RMB
millions
|
||
Balance at 1 January
2006
|
11,003
|
20,518
|
10,336
|
10,058
|
2,146
|
54,061
|
|
Additions
|
37,983
|
22,289
|
10,039
|
12,361
|
1,714
|
84,386
|
|
Acquisition of a
subsidiary
|
89
|
—
|
—
|
—
|
—
|
89
|
|
Dry hole costs written
off
|
(3,960)
|
—
|
—
|
—
|
—
|
(3,960)
|
|
Transferred to property, plant and
equipment
|
(28,695)
|
(27,368)
|
(10,087)
|
(15,394)
|
(161)
|
(81,705)
|
|
Balance at 31 December
2006
|
16,420
|
15,439
|
10,288
|
7,025
|
3,699
|
52,871
|
|
Balance at 1 January
2007
|
16,420
|
15,439
|
10,288
|
7,025
|
3,699
|
52,871
|
|
Additions
|
60,135
|
22,209
|
10,448
|
16,025
|
2,873
|
111,690
|
|
Dry hole costs written
off
|
(6,060)
|
—
|
—
|
—
|
—
|
(6,060)
|
|
Transferred to property, plant and
equipment
|
(35,851)
|
(10,768)
|
(5,726)
|
(6,244)
|
(1,316)
|
(59,905)
|
|
Reclassification to lease
prepayments and other assets
|
(203)
|
(144)
|
(1,969)
|
(54)
|
(20)
|
(2,390)
|
|
Impairment losses for the
year
|
—
|
(154)
|
(43)
|
—
|
—
|
(197)
|
|
Contributed to a jointly
controlled entity (Note 10)
|
—
|
(601)
|
—
|
—
|
—
|
(601)
|
|
Balance at 31 December
2007
|
34,441
|
25,981
|
12,998
|
16,752
|
5,236
|
95,408
|
As at 31 December 2007, the amount
of capitalised cost
of exploratory wells included in the Group’s construction in progress in the
exploration and production segment was RMB 6,294 million (2006: RMB 4,771
million). The geological and geophysical costs paid during the year ended
31 December 2007 were RMB 4,640 million (2006:
RMB 3,878 million).
|
The
Company
|
Exploration
|
Marketing
|
Corporate
|
|||||
and
|
and
|
and
|
|||||
production
|
Refining
|
distribution
|
Chemicals
|
others
|
Total
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Balance at 1 January
2006
|
7,651
|
13,273
|
8,733
|
7,391
|
2,038
|
39,086
|
|
Additions
|
32,487
|
14,311
|
8,468
|
8,373
|
1,056
|
64,695
|
|
Transferred from
subsidiaries
|
927
|
34
|
—
|
237
|
—
|
1,198
|
|
Dry hole costs written
off
|
(3,950)
|
—
|
—
|
—
|
—
|
(3,950)
|
|
Transferred to property, plant and
equipment
|
(25,317)
|
(15,049)
|
(8,115)
|
(11,357)
|
(52)
|
(59,890)
|
|
Balance at 31 December
2006
|
11,798
|
12,569
|
9,086
|
4,644
|
3,042
|
41,139
|
|
Balance at 1 January
2007
|
11,798
|
12,569
|
9,086
|
4,644
|
3,042
|
41,139
|
|
Additions
|
60,203
|
12,973
|
8,354
|
11,896
|
2,839
|
96,265
|
|
Transferred from/(to)
subsidiaries
|
—
|
224
|
(181)
|
375
|
—
|
418
|
|
Dry hole costs written
off
|
(5,956)
|
—
|
—
|
—
|
—
|
(5,956)
|
|
Transferred to property, plant and
equipment
|
(31,785)
|
(8,907)
|
(5,362)
|
(3,069)
|
(628)
|
(49,751)
|
|
Reclassification to lease
prepayments and other
assets
|
(12)
|
(104)
|
(1,013)
|
(51)
|
(20)
|
(1,200)
|
|
Impairment losses for the
year
|
—
|
(154)
|
(41)
|
—
|
—
|
(195)
|
|
Balance at 31 December
2007
|
34,248
|
16,601
|
10,843
|
13,795
|
5,233
|
80,720
|
20
|
GOODWILL
|
The
Group
|
|||
2007
|
2006
|
||
RMB
millions
|
RMB millions
|
||
Cost:
|
|||
Balance at 1
January
|
14,325
|
2,203
|
|
Additions
|
1,328
|
12,122
|
|
Disposals
|
(163)
|
—
|
|
Balance at 31
December
|
15,490
|
14,325
|
|
Accumulated impairment
losses:
|
|||
Balance at 1 January and 31
December
|
—
|
—
|
|
Net book
value:
|
|||
Balance at 1 January
|
14,325
|
2,203
|
|
Balance at 31
December
|
15,490
|
14,325
|
Impairment tests for
cash-generating units containing goodwill
|
|
Goodwill is allocated to the
following Group’s cash-generating
units:
|
2007
RMB
millions
|
2006
RMB
millions
|
||
Sinopec Beijing Yanshan Branch (“Sinopec Yanshan”)
|
1,157
|
1,157
|
|
Sinopec Zhenhai Refining and
Chemical Branch (“Sinopec Zhenhai”)
|
3,952
|
3,952
|
|
Sinopec Qilu Branch (“Sinopec Qilu”)
|
2,159
|
2,159
|
|
Sinopec Yangzi Petrochemical
Company Limited (“Sinopec Yangzi”)
|
2,737
|
2,737
|
|
Sinopec Zhongyuan Petroleum
Company Limited (“Sinopec Zhongyuan”)
|
1,391
|
1,391
|
|
Shengli Oil Field Dynamic Company
Limited (“Dynamic”)
|
1,361
|
1,361
|
|
Hong Kong gas
stations
|
1,004
|
—
|
|
Multiple units without
individually significant goodwill
|
1,729
|
1,568
|
|
15,490
|
14,325
|
During the year ended 31 December
2005, the Group acquired the entire 1,012,000,000 H shares, representing
approximately 29.99% of the issued share capital of Sinopec Beijing
Yanshan Petrochemical Company Limited from minority interests shareholders at HK$ 3.80 per
share. The total consideration paid by the Group was approximately RMB
4,088 million which was settled in cash. The excess of the cost of
purchase over the fair value of the underlying assets and liabilities (on
a proportionate share) was RMB 1,157
million.
|
|
During the year ended 31 December
2006, the Group acquired additional equity interests in Sinopec Zhenhai,
Sinopec Qilu, Sinopec Yangzi, Sinopec Zhongyuan and Dynamic of 28.7%,
17.7%, 14.8%, 28.5% and 71.4%, respectively. The Company acquired these
additional equity interests to reduce management layers and improve the
efficiency of the production, management and sales of the Group as a
whole. The total consideration paid by the Group was approximately RMB
21,971 million which was settled in cash.
The excess of the cost of purchase over the fair value of the underlying
assets and liabilities (on a proportionate share) in Sinopec Zhenhai,
Sinopec Qilu, Sinopec Yangzi, Sinopec Zhongyuan and Dynamic were RMB 3,952
million, RMB 2,159 million, RMB 2,737
million, RMB 1,391 million and RMB 1,361 million,
respectively.
|
|
During the year ended 31 December
2007, the Group acquired the entire equity interests of Hong Kong gas stations. The Group acquired
Hong Kong gas stations to achieve economy of scale on
marketing and distribution of refined petroleum products in Hong Kong. The total consideration paid by
the Group was approximately RMB 3,898 million which was settled in cash.
The excess of cost of purchase over the fair value of the underlying assets and
liabilities acquired was RMB 1,004 million.
|
|
The recoverable amounts of Sinopec
Yanshan, Sinopec Zhenhai, Sinopec Qilu, Sinopec Yangzi, Sinopec Zhongyuan,
Dynamic and Hong
Kong gas stations are
determined based on value in use calculations. These
calculations use cash flow projections based on financial budgets approved
by management covering a one-year period and pre-tax discount rates
primarily ranging from 13.9% to 16.9% (2006: 14.2% to 17.2%). Cash flows
beyond the one-year period are maintained
constant. Management believes any reasonably possible change in the key
assumptions on which these entities’ recoverable amounts are based
would not cause these entities’ carrying amounts to exceed their
recoverable amounts.
|
|
Key assumptions used for the value
in use calculations for these entities are the gross margin and sales
volume. Management determined the budgeted gross margin based on the gross
margin achieved in the period immediately before the budget period and
its expectation of
the trend of international crude oil prices. The sales volume was based on
the production capacity and/or the sales volume in the period immediately
before the budget period.
|
21
|
INVESTMENTS IN
SUBSIDIARIES
|
The
Company
|
|||
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Investments in subsidiaries,
at cost
|
63,913
|
66,809
|
Details of the
Company’s principal subsidiaries at 31
December 2007 are set out in Note
40.
|
22
|
INTEREST IN
ASSOCIATES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Investments in associates, at
cost
|
—
|
—
|
8,624
|
7,470
|
|
Share of net
assets
|
16,865
|
11,898
|
—
|
—
|
|
16,865
|
11,898
|
8,624
|
7,470
|
The Group’s and the Company’s investments in associates are
with companies
primarily engaged in the oil and gas, refining and chemical operations in
the PRC. These investments are individually and in the aggregate not
material to the Group’s and the Company’s financial condition or results
of operations for all periods presented. The principal
investments in associates, all of which are incorporated in the PRC, are
as follows:
|
Name of
company
|
Form of
business
structure
|
Particulars
of issued and
paid up
capital
|
Percentage
of equity
held by the
Company
%
|
Percentage
of
equity
held by the
Company's
subsidiaries
%
|
Principal
activities
|
|
Sinopec Shandong
Taishan
Petroleum Company
Limited
|
Incorporated
|
480,793,320
ordinary
shares of RMB 1.00
each
|
24.57
|
—
|
Sale of petroleum products and decoration of service
gas stations
|
|
Sinopec
Finance
Company
Limited
|
Incorporated
|
Registered
capital
RMB
6,000,000,000
|
49.00
|
—
|
Provision of
non-banking financial
services
|
|
Shanghai
Petroleum
National Gas
Corporation
|
Incorporated
|
Registered capital
RMB
900,000,000
|
30.00
|
—
|
Exploration and production
of
crude oil and natural
gas
|
|
Shanghai Chemical
Industry
Park
Development
Company
Limited
|
Incorporated
|
Registered
capital
RMB
2,372,439,000
|
—
|
38.26
|
Industry Park in Shanghai, the
PRC
|
|
China Shipping & Sinopec
Suppliers Company
Limited
|
Incorporated
|
Registered
capital
RMB
876,660,000
|
—
|
50.00
|
Transportation
of
petroleum
products
|
|
China Aviation Oil
Supply
Company
Limited
|
Incorporated
|
Registered
capital
RMB
3,800,000,000
|
—
|
29.00
|
Marketing and
distribution
of refined petroleum
products
|
23
|
INTEREST IN JOINTLY CONTROLLED
ENTITIES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Investments in jointly controlled
entities, at cost
|
—
|
—
|
5,060
|
7,482
|
|
Share of net
assets
|
12,723
|
9,236
|
—
|
—
|
|
12,723
|
9,236
|
5,060
|
7,482
|
The Group’s and the Company’s principal interests in jointly
controlled entities are primarily engaged in the refining and chemical
operations in the PRC as
follows:
|
Name of
company
|
Form of
business
structure
|
Particulars
of issued and
paid up
capital
|
Percentage
of equity
held by the
Company
%
|
Percentage
of
equity
held by the
Company's
subsidiaries
%
|
Principal
activities
|
||
Shanghai Secco
Petrochemical
Company
Limited
|
Incorporated
|
Registered
capital
USD
901,440,964
|
30.00
|
20.00
|
Manufacturing and distribution of
petrochemical products
|
||
BASF-YPC Company
Limited
|
Incorporated
|
Registered
capital
RMB
8,793,000,000
|
30.00
|
10.00
|
Manufacturing and
distribution of
petrochemical products
|
||
Yueyang Sinopec and Shell
Coal
Gasification Company
Limited
|
Incorporated
|
Registered
capital
USD
45,588,700
|
50.00
|
—
|
Manufacturing and distribution of
industrial gas
|
||
Fujian Refining and
Petrochemical
Company
Limited
|
Incorporated
|
Registered capital
USD
1,654,000,000l
|
50.00
|
—
|
Manufacturing and distribution of
petrochemical products
|
The Group’s effective interest share of the
jointly controlled entities’ results of operation, financial
condition and cash flows are as follows:
|
2007
RMB
millions
|
2006
RMB
millions
|
||
Results of
operation:
|
|||
Operating
revenue
|
23,085
|
17,323
|
|
Expenses
|
(20,378)
|
(14,927)
|
|
Net profit
|
2,707
|
2,396
|
|
Financial
condition:
|
|||
Current
assets
|
6,736
|
4,716
|
|
Non-current
assets
|
22,229
|
15,211
|
|
Current
liabilities
|
(5,313)
|
(1,964)
|
|
Non-current
liabilities
|
(10,929)
|
(8,727)
|
|
Net assets
|
12,723
|
9,236
|
|
Cash flows:
|
|||
Net cash generated from operating
activities
|
5,079
|
2,452
|
|
Net cash used in investing
activities
|
(13,238)
|
(382)
|
|
Net cash generated from/(used in)
financing activities
|
7,143
|
(939)
|
24
|
INVESTMENTS
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Available-for-sale equity
securities, listed and at quoted market price
|
653
|
157
|
—
|
—
|
|
Other investments in equity
securities, unlisted and at cost
|
2,846
|
3,085
|
1,150
|
1,083
|
|
3,499
|
3,242
|
1,150
|
1,083
|
||
Less: Impairment losses for
investments
|
(305)
|
(316)
|
(118)
|
(112)
|
|
3,194
|
2,926
|
1,032
|
971
|
Unlisted investments represent
the Group’s and the Company’s interests in PRC privately owned
enterprises which are mainly engaged in non-oil and gas activities and
operations.
|
|
The impairment losses relating to
investments for the year ended 31 December 2007 amounted to RMB 55
million (2006: RMB 48
million).
|
25
|
LONG-TERM PREPAYMENTS AND OTHER
ASSETS
|
Long-term prepayments and other
assets primarily represent prepaid rental expenses over one year, computer
software, catalysts and operating rights of gas
stations.
|
|
26
|
TRADE ACCOUNTS RECEIVABLES, NET AND
BILLS RECEIVABLES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Amounts due from third
parties
|
21,839
|
14,515
|
4,407
|
4,622
|
|
Amounts due from
subsidiaries
|
—
|
—
|
9,378
|
5,570
|
|
Amounts due from Sinopec Group
Company and fellow subsidiaries
|
2,240
|
2,572
|
680
|
923
|
|
Amounts due from associates and
jointly controlled entities
|
1,750
|
1,402
|
1,445
|
385
|
|
25,829
|
18,489
|
15,910
|
11,500
|
||
Less: Impairment losses for bad
and doubtful
debts
|
(2,882)
|
(3,345)
|
(2,363)
|
(2,668)
|
|
22,947
|
15,144
|
13,547
|
8,832
|
||
Bills
receivable
|
12,851
|
8,462
|
6,377
|
2,760
|
|
35,798
|
23,606
|
19,924
|
11,592
|
The ageing analysis of trade
accounts and bills receivables (net of impairment losses for bad and
doubtful debts) is as
follows:
|
The Group
|
The
Company
|
|||||
2007
|
2006
|
2007
|
2006
|
|||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|||
Within one
year
|
35,523
|
23,354
|
19,723
|
11,368
|
||
Between one and two
years
|
156
|
169
|
118
|
158
|
||
Between two and three
years
|
93
|
56
|
61
|
43
|
||
Over three
years
|
26
|
27
|
22
|
23
|
||
35,798
|
23,606
|
19,924
|
11,592
|
Impairment losses for bad and
doubtful debts are analysed as
follows:
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Balance at 1
January
|
3,345
|
3,151
|
2,668
|
2,319
|
|
Impairment losses recognised for
the year
|
295
|
438
|
205
|
261
|
|
Reversal of impairment
losses
|
(204)
|
(153)
|
(154)
|
(128)
|
|
Written off
|
(554)
|
(91)
|
(457)
|
(78)
|
|
Transferred from
subsidiaries
|
—
|
—
|
101
|
294
|
|
Balance at 31 December
|
2,882
|
3,345
|
2,363
|
2,668
|
Sales are generally on a cash
term. Credit is generally only available for major customers with
well-established trading records. Amounts due from Sinopec Group Company
and fellow subsidiaries are repayable under the same
terms.
|
27
|
INVENTORIES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Crude oil and other raw
materials
|
70,739
|
56,037
|
37,869
|
28,956
|
|
Work in
progress
|
11,823
|
9,853
|
8,001
|
5,061
|
|
Finished goods
|
35,040
|
25,716
|
22,652
|
17,574
|
|
Spare parts and
consumables
|
3,002
|
4,159
|
1,683
|
2,866
|
|
120,604
|
95,765
|
70,205
|
54,457
|
||
Less: Allowance for diminution in
value of inventories
|
(4,572)
|
(871)
|
(4,321)
|
(469)
|
|
116,032
|
94,894
|
65,884
|
53,988
|
The cost of inventories recognised as an
expense in the consolidated income statement amounted to RMB 1,008,384
million for the year ended 31 December 2007 (2006: RMB 887,319 million),
including the write-down of inventories amounted to RMB 3,962 million
(2006: RMB 419 million), primarily in the
refining segment, and the reversal of write-down of inventories made in
prior years amounted to RMB 261 million (2006: RMB 445 million), that
mainly arose from the sales of inventories. The write-down of inventories
and the reversals of write-down of
inventories were recorded in purchased crude oil, products and operating
supplies and expenses in the income statement.
|
|
28
|
PREPAID EXPENSES AND OTHER CURRENT
ASSETS
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Advances to third
parties
|
1,418
|
1,818
|
1,210
|
893
|
|
Amounts due from Sinopec Group
Company and fellow subsidiaries
|
6,719
|
3,361
|
6,078
|
1,896
|
|
Amounts due from
subsidiaries
|
—
|
—
|
12,271
|
4,491
|
|
Other receivables
|
1,597
|
2,347
|
1,138
|
1,166
|
|
Purchase
deposits
|
3,817
|
2,959
|
2,645
|
2,222
|
|
Prepayments in connection with
construction work and equipment purchases
|
4,683
|
4,658
|
3,837
|
1,753
|
|
Prepaid value-added tax and
customs duty
|
6,325
|
4,815
|
2,716
|
2,496
|
|
Amounts due from associates and jointly controlled
entities
|
363
|
334
|
271
|
308
|
|
24,922
|
20,292
|
30,166
|
15,225
|
29
|
DEFERRED TAX ASSETS AND
LIABILITIES
|
Deferred tax assets and deferred
tax liabilities are attributable to the items detailed in the table
below:
|
|
The Group
|
Assets
|
Liabilities
|
Net
balance
|
|||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Current
|
|||||||
Receivables and
inventories
|
3,841
|
3,532
|
—
|
—
|
3,841
|
3,532
|
|
Accruals
|
2,613
|
865
|
—
|
—
|
2,613
|
865
|
|
Non-current
|
|||||||
Property, plant and
equipment
|
2,641
|
2,279
|
(1,376)
|
(1,678)
|
1,265
|
601
|
|
Accelerated
depreciation
|
—
|
—
|
(4,144)
|
(4,657)
|
(4,144)
|
(4,657)
|
|
Tax value of losses carried
forward
|
176
|
105
|
—
|
—
|
176
|
105
|
|
Lease
prepayments
|
306
|
351
|
—
|
—
|
306
|
351
|
|
Available-for-sale financial
assets (i)
|
—
|
—
|
(116)
|
(4)
|
(116)
|
(4)
|
|
Embedded derivative component
of
convertible
bonds
|
803
|
—
|
—
|
—
|
803
|
—
|
|
Others
|
59
|
50
|
—
|
—
|
59
|
50
|
|
Deferred tax
assets/(liabilities)
|
10,439
|
7,182
|
(5,636)
|
(6,339)
|
4,803
|
843
|
29
|
DEFERRED TAX
ASSETS AND LIABILITIES
(Continued)
|
The
Company
|
Assets
|
Liabilities
|
Net
balance
|
|||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Current
|
|||||||
Receivables and inventories
|
3,714
|
3,339
|
—
|
—
|
3,714
|
3,339
|
|
Accruals
|
2,594
|
814
|
—
|
—
|
2,594
|
814
|
|
Non-current
|
|||||||
Property, plant and
equipment
|
2,194
|
1,749
|
(584)
|
(1,634)
|
1,610
|
115
|
|
Accelerated
depreciation
|
—
|
—
|
(4,027)
|
(4,540)
|
(4,027)
|
(4,540)
|
|
Lease
prepayments
|
229
|
17
|
—
|
—
|
229
|
17
|
|
Embedded derivative component
of convertible bonds
|
803
|
—
|
—
|
—
|
803
|
—
|
|
Others
|
53
|
17
|
—
|
—
|
53
|
17
|
|
Deferred tax
assets/(liabilities)
|
9,587
|
5,936
|
(4,611)
|
(6,174)
|
4,976
|
(238)
|
As at 31 December 2007, certain
subsidiaries of the Company did not recognise the tax value of losses carried
forward of RMB 3,813 million (2006: RMB 4,382 million) because it was not
probable that the related tax benefit will be realised. The tax value of
these losses carried forward of RMB 341 million, RMB 720 million, RMB
967 million, RMB 1,373 million and RMB
412 million expire in 2008, 2009, 2010, 2011 and 2012,
respectively.
|
|
Based on management’s assessment of the probability
that taxable profit will be available over the period which the deferred
tax assets can be realised or utilised, deferred tax
asset of RMB 103 million (2006: RMB 324 million) were not recorded for the
year ended 31 December 2007. In assessing the probability, both positive
and negative evidence was considered, including whether it is probable
that the operations will have future
taxable profits over the periods which the deferred tax assets are
deductible or utilised and whether the tax losses result from identifiable
causes which are unlikely to recur.
|
|
Movements in the deferred tax
assets and liabilities are as
follows:
|
|
The
Group
|
Recognised
in
|
|||||
Balance at
|
consolidated
|
Recognised
in
|
Balance
at
|
||
1 January
|
income
|
other
|
31
December
|
||
2006
|
statement
|
reserve
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Current
|
|||||
Receivables and
inventories
|
3,448
|
84
|
—
|
3,532
|
|
Accruals
|
457
|
408
|
—
|
865
|
|
Non-current
|
|||||
Property, plant and
equipment
|
18
|
583
|
—
|
601
|
|
Accelerated
depreciation
|
(4,290)
|
(367)
|
—
|
(4,657)
|
|
Tax value of losses carried
forward
|
130
|
(25)
|
—
|
105
|
|
Lease prepayments
|
375
|
(24)
|
—
|
351
|
|
Available-for-sale financial
assets (i)
|
—
|
—
|
(4)
|
(4)
|
|
Others
|
(27)
|
77
|
—
|
50
|
|
Net deferred tax
assets/(liabilities)
|
111
|
736
|
(4)
|
843
|
Balance at
1 January
2006
RMB
millions
|
Recognised in
consolidated
income
statement
RMB
millions
|
Acquisitions
of
subsidiaries
RMB
millions
|
Recognised in
other
reserve
RMB
millions
|
Balance at
31 December
2006
RMB
millions
|
||
Current
|
||||||
Receivables and
inventories
|
3,532
|
309
|
—
|
—
|
3,841
|
|
Accruals
|
865
|
1,748
|
—
|
—
|
2,613
|
|
Non-current
|
||||||
Property, plant and
equipment
|
601
|
711
|
(47)
|
—
|
1,265
|
|
Accelerated
depreciation
|
(4,657)
|
513
|
—
|
—
|
(4,144)
|
|
Tax value of losses carried
forward
|
105
|
71
|
—
|
—
|
176
|
|
Lease prepayments
(ii)
|
351
|
(8)
|
—
|
(37)
|
306
|
|
Available-for-sale financial
assets (i)
|
(4)
|
—
|
—
|
(112)
|
(116)
|
|
Embedded derivative component
of convertible bonds
|
—
|
803
|
—
|
—
|
803
|
|
Others
|
50
|
9
|
—
|
—
|
59
|
|
Net deferred tax
assets/(liabilities)
|
843
|
4,156
|
(47)
|
(149)
|
4,803
|
29
|
DEFERRED TAX
ASSETS AND LIABILITIES
(Continued)
|
|||||||||||||||||||
The Company
|
||||||||||||||||||||
Balance at
1 January
2006
RMB
millions
|
Recognised in
income
statement
RMB
millions
|
Transferred
from
subsidiaries
RMB
millions
|
Recognised in
other
reserve
RMB
millions
|
Balance at
31 December
2006
RMB
millions
|
||||||||||||||||
Current
|
||||||||||||||||||||
Receivables and
inventories
|
1,226
|
47
|
2,066
|
—
|
3,339
|
|||||||||||||||
Accruals
|
409
|
405
|
—
|
—
|
814
|
|||||||||||||||
Non-current
|
||||||||||||||||||||
Property, plant and
equipment
|
470
|
139
|
(494)
|
—
|
115
|
|||||||||||||||
Accelerated
depreciation
|
(1,066)
|
(372)
|
(3,102)
|
—
|
(4,540)
|
|||||||||||||||
Lease
prepayments
|
17
|
—
|
—
|
—
|
17
|
|||||||||||||||
Others
|
(52)
|
69
|
—
|
—
|
17
|
|||||||||||||||
Net deferred tax
assets/(liabilities)
|
1,004
|
288
|
(1,530)
|
—
|
(238)
|
|||||||||||||||
Balance at
1 January
2007
RMB
millions
|
Recognised in
income
statement
RMB
millions
|
Transferred
from
subsidiaries
RMB
millions
|
Recognised in
other
reserve
RMB millions
|
Balance at
31 December
2007
RMB
millions
|
||||||||||||||||
Current
|
||||||||||||||||||||
Receivables and
inventories
|
3,339
|
315
|
60
|
—
|
3,714
|
|||||||||||||||
Accruals
|
814
|
1,755
|
25
|
—
|
2,594
|
|||||||||||||||
Non-current
|
||||||||||||||||||||
Property, plant and
equipment
|
115
|
1,455
|
40
|
—
|
1,610
|
|||||||||||||||
Accelerated
depreciation
|
(4,540)
|
513
|
—
|
—
|
(4,027)
|
|||||||||||||||
Lease prepayments
(ii)
|
17
|
(5)
|
254
|
(37)
|
229
|
|||||||||||||||
Embedded derivative component
of convertible bonds
|
—
|
803
|
—
|
—
|
803
|
|||||||||||||||
Others
|
17
|
34
|
2
|
—
|
53
|
|||||||||||||||
Net deferred tax
(liabilities)/assets
|
(238)
|
4,870
|
381
|
(37)
|
4,976
|
|||||||||||||||
Note:
|
||||||||||||||||||||
(i)
|
The amount recognised in equity
represents the deferred tax effect of change in fair value of
available-for-sale financial assets which was recognised directly in
equity.
|
|||||||||||||||||||
(ii)
|
The amount recognised in equity
represents the effect
of change in tax rate on deferred tax assets previously recognised
directly in equity as a result of the new tax
law.
|
|||||||||||||||||||
30
|
SHORT-TERM AND LONG-TERM DEBTS AND
LOANS FROM SINOPEC GROUP COMPANY AND FELLOW
SUBSIDIARIES
|
|||||||||||||||||||
Short-term debts
represent:
|
||||||||||||||||||||
The Group
|
The
Company
|
|||||||||||||||||||
2007
RMB
millions
|
2006
RMB
millions
|
2007
RMB
millions
|
2006
RMB
millions
|
|||||||||||||||||
Third parties’ debts
|
||||||||||||||||||||
Short-term bank
loans
|
21,294
|
29,264
|
7,429
|
15,045
|
||||||||||||||||
Current portion of long-term bank
loans
|
12,259
|
15,291
|
11,630
|
13,308
|
||||||||||||||||
Current portion of long-term other
loans
|
1,027
|
27
|
1,003
|
3
|
||||||||||||||||
13,286
|
15,318
|
12,633
|
13,311
|
|||||||||||||||||
Corporate bonds
(a)
|
10,074
|
11,885
|
10,074
|
9,885
|
||||||||||||||||
44,654
|
56,467
|
30,136
|
38,241
|
|||||||||||||||||
Loans from Sinopec Group Company
and fellow subsidiaries
|
||||||||||||||||||||
Short-term
loans
|
15,660
|
6,461
|
14,523
|
806
|
||||||||||||||||
Current portion of long-term
loans
|
180
|
552
|
180
|
552
|
||||||||||||||||
15,840
|
7,013
|
14,703
|
1,358
|
|||||||||||||||||
60,494
|
63,480
|
44,839
|
39,599
|
|||||||||||||||||
The Group’s and the Company’s weighted average interest rate
on short-term loans were 5.6% (2006: 5.2%) and 5.7% (2006:
4.7%) at 31 December 2007, respectively.
|
||||||||||||||||||||
30
|
SHORT-TERM AND
LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW
SUBSIDIARIES
(Continued)
|
Long-term debts
comprise:
|
The Group
|
The
Company
|
|||||||
Interest rate and final
maturity
|
2007
|
2006
|
2007
|
2006
|
||||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
|||||
Third parties’ debts
|
||||||||
Long-term bank
loans
|
||||||||
Renminbi
denominated
|
Interest rates ranging from
interest free to 8.3% per annum at 31 December 2007 with
maturities through 2017
|
46,912
|
65,398
|
36,762
|
55,457
|
|||
Japanese Yen
denominated
|
Interest rates ranging from 2.6%
to 3.0% per annum at 31 December 2007 with maturities through
2024
|
2,147
|
2,713
|
2,147
|
2,713
|
|||
US Dollar
denominated
|
Interest rates ranging from interest
free to 7.4% per annum at 31 December2007 with maturities through
2031
|
1,189
|
2,081
|
857
|
1,192
|
|||
Euro
denominated
|
Fixed interest rate at 6.7% per
annum at 31 December 2007 with maturities through
2010
|
78
|
101
|
78
|
101
|
|||
Hong Kong Dollar
denominated
|
Floating rate at Hong Kong
Interbank Offer Rate plus 0.5% per annum at 31 December 2007 with maturities
through 2009
|
375
|
—
|
—
|
—
|
|||
50,701
|
70,293
|
39,844
|
59,463
|
|||||
Long-term other
loans
|
||||||||
Renminbi
denominated
|
Interest rates ranging from interest free to 5.2% per
annum at 31 December 2007 with maturities through
2009
|
3,075
|
3,098
|
3,006
|
3,007
|
|||
US Dollar
denominated
|
Interest rates ranging from
interest free to 2.0% per annum at 31 December2007 with maturities through
2015
|
38
|
44
|
28
|
30
|
|||
3,113
|
3,142
|
3,034
|
3,037
|
|||||
Corporate
bonds
|
||||||||
Renminbi
denominated
|
Fixed interest rate at 4.61% per
annum at 31 December 2007 with maturity in February 2014
(b)
|
3,500
|
3,500
|
3,500
|
3,500
|
|||
Fixed interest rate at 4.20% per
annum at 31 December 2007 with maturity in May 2017
(c)
|
5,000
|
—
|
5,000
|
—
|
||||
Fixed interest rate at 5.40% per
annum at 31 December 2007 with maturity in November 2012
(d)
|
8,500
|
—
|
8,500
|
—
|
||||
Fixed interest rate at 5.68% per
annum at 31 December 2007 with maturity in November 2017
(e)
|
11,500
|
—
|
11,500
|
|||||
28,500
|
3,500
|
28,500
|
3,500
|
|||||
Convertible
bonds
|
||||||||
Hong Kong Dollar
denominated
|
Zero coupon convertible bonds with
maturity in April 2014 (f)
|
14,106
|
—
|
14,106
|
—
|
|||
Total third parties’ long-term
debts
|
96,420
|
76,935
|
85,484
|
66,000
|
||||
Less: Current
portion
|
(13,286)
|
(15,318)
|
(12,633)
|
(13,311)
|
||||
83,134
|
61,617
|
72,851
|
52,689
|
|||||
Long-term loans from Sinopec Group
Company and fellow subsidiaries
|
||||||||
Renminbi
denominated
|
Interest rates ranging from
interest free to 7.3% per annum at 31 December2007 with maturities through
2020
|
37,360
|
39,572
|
36,990
|
39,392
|
|||
Less: Current
portion
|
(180)
|
(552)
|
(180)
|
(552)
|
||||
37,180
|
39,020
|
36,810
|
38,840
|
|||||
120,314
|
100,637
|
109,661
|
91,529
|
30
|
SHORT-TERM AND
LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW
SUBSIDIARIES
(Continued)
|
|
Note:
|
||
(a)
|
The Company issued 182-day
corporate bonds of face value at RMB 10 billion to corporate investors in
the PRC debenture market on 13 November 2006 at a discounted value of RMB
98.43 per RMB 100 par value. The effective yield of the
182-day corporate bond is 3.20% per annum. The Company redeemed the
corporate bonds in May 2007.
|
|
A subsidiary of the Company issued
365-day corporate bonds of face value at RMB 2 billion to corporate
investors in the PRC
debenture market on 11 December 2006 at par value of RMB 100. The
effective yield of the 365-day corporate bond is 3.83% per annum. The
corporate bonds were redeemed in December 2007.
|
||
The Company issued 182-day
corporate bonds of face value at RMB 10 billion to corporate
investors in the PRC debenture market on 22 October 2007 at par value of
RMB 100. The effective yield of the 182-day corporate bond is 4.12% per
annum. The corporate bonds mature in April 2008.
|
||
(b)
|
The Company issued
ten-year corporate
bonds of RMB 3.5 billion to PRC citizens as well as PRC legal and
non-legal persons on 24 February 2004. The ten-year corporate bond bears a
fixed interest rate of 4.61% per annum and interest is paid
annually.
|
|
(c)
|
The Company issued ten-year corporate bonds of RMB 5
billion to corporate investors in the PRC debenture market on 10 May 2007.
The ten-year corporate bond bears a fixed interest rate of 4.20% per annum
and interest is paid annually.
|
|
(d)
|
The Company issued five-year
corporate bonds of
RMB 8.5 billion to corporate investors in the PRC debenture market on 13
November 2007. The five-year corporate bond bears a fixed interest rate of
5.40% per annum and interest is paid annually.
|
|
(e)
|
The Company issued ten-year
corporate bonds of
RMB 11.5 billion to corporate investors in the PRC debenture market on 13
November 2007. The ten-year corporate bond bears a fixed interest rate of
5.68% per annum and interest is paid annually.
|
|
(f)
|
On 24 April 2007, the Company
issued zero coupon
convertible bonds due 2014 with an aggregate principal amount of HK$11.7
billion (the “Convertible Bonds”). The Convertible Bonds are
convertible into shares of the Company from 4 June 2007 onwards at a price
of HK$10.76 per share, subject to adjustment for, amongst other things,
subdivision or consolidation of shares, bonus issues, rights issues,
capital distribution, change of control and other events, which have a
dilutive effect on the issued share capital of the Company. Unless
previously redeemed, converted or purchased and
cancelled, the Convertible Bonds will be redeemed on the maturity date at
121.069% of the principal amount. The Company has an early redemption
option at any time after 24 April 2011 (subject to certain criteria) and a
cash settlement option when the holders
exercise their conversion right. The holders also have an early redemption
option to require the Company to redeem all or some of the Convertible
Bonds on 24 April 2011 at an early redemption amount of 111.544% of the
principal
amount.
|
|
As at 31 December 2007, the
carrying amounts of liability and derivative components of the Convertible
Bonds were RMB 10,159 million and RMB 3,947 million, respectively. No
conversion of the Convertible Bonds has occurred up to 31 December
2007.
|
||
As at 17 April 2007 and 31
December 2007, the fair value of the derivative component of the
Convertible Bonds was calculated using the Black-Scholes Model. The
following are the major inputs used in the Black-Scholes
Model:
|
At 31
|
At 17
|
||
December
2007
|
April
2007
|
||
Stock price of underlying
shares
|
HKD 11.78
|
HKD 7.17
|
|
Conversion
price
|
HKD 10.76
|
HKD
10.76
|
|
Volatility
|
46%
|
30%
|
|
Average risk free
rate
|
3.60%
|
4.47%
|
|
Average expected
life
|
4.8 years
|
5.5
years
|
Any change in the major inputs into the Black-Scholes
Model will result in changes in the fair value of the derivative
component. The change in the fair value of the conversion option from 24
April 2007 to 31 December 2007 resulted in an unrealised loss of RMB 3,211
million, which has been recorded in the
“finance
costs” section of the
income statement for the year ended 31 December
2007.
|
||
The initial carrying amount of the
liability component is the residual amount, which is after deducting the
allocated issuance cost of the Convertible Bonds relating
to the liability component and the fair value of the derivative component
as at 24 April 2007. Interest expense is calculated using the effective
interest method by applying the effective interest rate of 4.19% to the
adjusted liability component. Should
the aforesaid derivative component not have been separated out and the
entire Convertible Bonds is considered as the liability component, the
effective interest rate would have been 3.03%.
|
||
Third parties’ loans of RMB 87 million of the Group at 31
December 2007 (2006: RMB 171 million) were secured by certain of the
Group’s property, plant and equipment.
The net book value of property, plant and equipment of the Group pledged
as security amounted to RMB 141 million at 31 December 2007 (2006: RMB 288
million).
|
||
Third parties’ loans of RMB 26 million of the
Company at 31 December 2007 (2006: RMB 46 million) were secured by certain
of the Company’s property, plant and equipment.
The net book value of property, plant and equipment of the Company pledged as
security amounted to RMB 31 million at 31 December 2007 (2006: RMB 75
million).
|
31
|
TRADE ACCOUNTS AND BILLS
PAYABLES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB millions
|
||
Amounts due to third
parties
|
87,577
|
49,217
|
26,910
|
17,213
|
|
Amounts due to
subsidiaries
|
—
|
—
|
29,012
|
19,775
|
|
Amounts due to Sinopec Group
Company and fellow subsidiaries
|
3,522
|
2,272
|
2,797
|
1,049
|
|
Amounts due to associates and
jointly controlled entities
|
1,950
|
1,278
|
213
|
4
|
|
93,049
|
52,767
|
58,932
|
38,041
|
||
Bills
payable
|
12,162
|
21,714
|
8,613
|
16,265
|
|
105,211
|
74,481
|
67,545
|
54,306
|
The maturities of trade accounts
and bills payables are as
follows:
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Due within 1 month or on
demand
|
75,401
|
44,974
|
42,073
|
32,295
|
|
Due after 1 month but within 6
months
|
29,609
|
29,386
|
25,387
|
21,937
|
|
Due after 6
months
|
201
|
121
|
85
|
74
|
|
105,211
|
74,481
|
67,545
|
54,306
|
32
|
ACCRUED EXPENSES AND OTHER
PAYABLES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Amounts due to Sinopec Group
Company and fellow subsidiaries
|
12,907
|
12,554
|
9,074
|
9,757
|
|
Amounts due to
subsidiaries
|
—
|
—
|
28,076
|
16,191
|
|
Accrued
expenditures
|
29,260
|
23,199
|
25,614
|
18,384
|
|
Provision for onerous contracts
for purchases of crude oil (i)
|
6,700
|
—
|
6,700
|
—
|
|
Taxes other than income
tax
|
8,836
|
6,555
|
7,439
|
5,048
|
|
Receipts in
advance
|
23,551
|
18,340
|
20,048
|
15,473
|
|
Advances from third
parties
|
1,103
|
1,356
|
1,001
|
1,305
|
|
Others
|
6,814
|
7,196
|
5,557
|
6,155
|
|
89,171
|
69,200
|
103,509
|
72,313
|
Note:
|
||
(i)
|
As at 31 December 2007, the Group
has entered into certain non-cancellable purchase commitment contracts of
crude oil for
delivery in 2008. Due to the distortion of the correlation of domestic
refined petroleum product prices and the crude oil prices, the Group has
determined that the economic benefits to be derived from processing the
crude oil under these purchase contracts would be lower than
the unavoidable cost of meeting the Group’s obligations under these purchase
contracts. Consequently, a provision for onerous contracts of RMB 6,700
million was recognised in accordance with the policy set out in Note
2(p).
|
|
33
|
OTHER
LIABILITIES
|
|
Other liabilities primarily
represent provision for future dismantlement costs of oil and gas
properties. In the past, the Group did not have legal obligation nor
constructive obligation to take any dismantlement measures for its retired oil and gas
properties. During the year ended 31 December 2007, due to the rising
environmental concern in the PRC, the Group has committed to the PRC
government to establish certain standardised measures for the
dismantlement of its retired oil and gas properties by making
reference to the industry practices and is thereafter constructively
obligated to take dismantlement measures of its retired oil and gas
properties, including plugging all retired wells, dismantling all retired
metering stations and other related
facilities and performing site restoration. During the year ended 31
December 2007, the Group and the Company recognised provision of RMB 7,211
million and RMB 6,930 million in respect of its obligations for the
dismantlement of its retired oil and gas properties,
and accretion expenses of RMB 353 million and RMB 338 million,
respectively.
|
||
34 SHARE
CAPITAL
|
The Group and the
Company
|
|||
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Registered, issued and fully
paid
|
|||
69,921,951,000 domestic listed A
shares of RMB 1.00 each
|
69,922
|
69,922
|
|
16,780,488,000 overseas listed H
shares of RMB 1.00 each
|
16,780
|
16,780
|
|
86,702
|
86,702
|
The Company was established on 25
February 2000 with a registered capital of 68.8 billion domestic state-owned shares with a par
value of RMB 1.00 each. Such shares were issued to Sinopec Group Company
in consideration for the assets and liabilities of the Predecessor
Operations transferred to the Company (Note 1).
|
|
Pursuant to the resolutions
passed at an
Extraordinary General Meeting held on 25 July 2000 and approvals from
relevant government authorities, the Company is authorised to increase its
share capital to a maximum of 88.3 billion shares with a par value of RMB
1.00 each and offer not more than 19.5 billion shares with
a par value of RMB 1.00 each to investors outside the PRC. Sinopec Group
Company is authorised to offer not more than 3.5 billion shares of its
shareholdings in the Company to investors outside the PRC. The shares sold
by Sinopec Group Company to investors
outside the PRC would be converted into H
shares.
|
|
In October 2000, the Company
issued 15,102,439,000 H shares with a par value of RMB 1.00 each,
representing 12,521,864,000 H shares and 25,805,750 American
Depositary Shares
(“ADSs”, each representing 100 H shares),
at prices of HK$ 1.59 per H share and US$ 20.645 per ADS, respectively, by
way of a global initial public offering to Hong Kong and overseas
investors. As part of the global initial public offering,
1,678,049,000 domestic state-owned
ordinary shares of RMB 1.00 each owned by Sinopec Group Company were
converted into H shares and sold to Hong Kong and overseas
investors.
|
|
In July 2001, the Company issued
2.8 billion domestic listed A shares with a par value of RMB 1.00 each at RMB 4.22 by
way of a public offering to natural persons and institutional investors in
the PRC.
|
|
On 25 September 2006, the
shareholders of listed A shares accepted the proposal offered by the
shareholders of state-owned A shares whereby the shareholders of
state-owned A shares agreed to transfer 2.8 state-owned A shares to
shareholders of listed A shares for every 10 listed A shares they held, in
exchange for the approval for the listing of all state-owned A shares. In
October 2006, the 67,121,951,000 domestic
state-owned A shares became listed A shares.
|
|
All A shares and H shares rank
pari passu in all material aspects.
|
|
Capital
management
|
|
The Group optimises the structure
of its capital, comprising equity and loans. In order to maintain or adjust the
capital structure, the Group may issue new shares, adjust the capital
expenditure plan, sell assets to reduce debt, or adjust the proportion of
short-term and long-term loans. The Group monitors capital on the basis of
debt-to-equity ratio, which is
calculated by dividing long-term loans (excluding current portion),
including long-term debts and loans from Sinopec Group Company and fellow
subsidiaries, by the total of equity attributable to equity shareholders
of the Company and long-term loans (excluding
current portion), and liability-to-asset ratio, which is calculated by
dividing total liabilities by total assets. The Group’s strategy is to make appropriate
adjustments according to the operating and investment needs and the changes of market conditions,
and to maintain the debt-to-equity ratio and the liability-to-asset ratio
at a range considered reasonable by management. As at 31 December 2007,
the debt-to-equity ratio and the liability-to-asset ratio of the Group
were 28.1% (2006: 27.6%) and 54.6%
(2006: 53.1%), respectively.
|
|
The schedule of the contractual
maturities of loans and commitments are disclosed in Notes 30 and 36,
respectively.
|
|
There were no changes in the
Group’s approach to capital management
during the year.
Neither the Company nor any of its subsidiaries are subject to externally
imposed capital requirements.
|
|
35
|
RESERVES
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Capital reserve
|
|||||
Balance at 1
January
|
(21,590)
|
(19,217)
|
12,044
|
13,672
|
|
Transfer from other reserves to
capital reserve
|
(1,062)
|
(2,373)
|
(1,062)
|
(1,628)
|
|
Balance at 31
December
|
(22,652)
|
(21,590)
|
10,982
|
12,044
|
|
Share
premium
|
|||||
Balance at 1 January /
31
December
|
18,072
|
18,072
|
18,072
|
18,072
|
|
Revaluation
reserve
|
|||||
Balance at 1
January
|
24,752
|
26,342
|
—
|
—
|
|
Revaluation surplus
realised
|
(638)
|
(1,590)
|
—
|
—
|
|
Balance at 31
December
|
24,114
|
24,752
|
—
|
—
|
|
Statutory surplus
reserve
|
|||||
Balance at 1
January
|
32,094
|
13,514
|
32,094
|
13,514
|
|
Appropriation
|
5,468
|
5,066
|
5,468
|
5,066
|
|
Statutory public welfare fund
transferred to statutory surplus reserve
|
—
|
13,514
|
—
|
13,514
|
|
Adjustment of statutory surplus
reserve
|
235
|
—
|
235
|
—
|
|
Balance at 31
December
|
37,797
|
32,094
|
37,797
|
32,094
|
|
Statutory public welfare
fund
|
|||||
Balance at 1
January
|
—
|
13,514
|
—
|
13,514
|
|
Statutory public welfare fund
transferred to statutory surplus reserve
|
—
|
(13,514)
|
—
|
(13,514)
|
|
Balance at 31
December
|
—
|
—
|
—
|
—
|
|
Discretionary surplus
reserve
|
|||||
Balance at 1
January
|
27,000
|
7,000
|
27,000
|
7,000
|
|
Appropriation
|
—
|
20,000
|
—
|
20,000
|
|
Balance at 31
December
|
27,000
|
27,000
|
27,000
|
27,000
|
|
Other
reserves
|
|||||
Balance at 1 January, as
adjusted
|
1,758
|
2,785
|
235
|
242
|
|
Change in fair value of
available-for-sale financial assets, net of deferred
tax
|
2,892
|
34
|
—
|
—
|
|
Realisation of deferred tax on
lease prepayments
|
(7)
|
(7)
|
(7)
|
(7)
|
|
Effect of change in tax
rate
|
(54)
|
—
|
(54)
|
—
|
|
Transfer from retained earnings to
other reserves
|
(151)
|
704
|
—
|
—
|
|
Transfer from other reserves to
capital
reserve
|
1,062
|
2,373
|
1,062
|
1,628
|
|
Contribution from/(distribution
to) Sinopec Group Company
|
68
|
(631)
|
(1,062)
|
(1,628)
|
|
Consideration for the Acquisition
of Refinery Plants/Oil Production Plants (Note
1)
|
(2,468)
|
(3,500)
|
—
|
—
|
|
Balance at 31
December
|
3,100
|
1,758
|
174
|
235
|
|
Retained
earnings
|
|||||
Balance at 1
January
|
95,546
|
77,387
|
42,156
|
20,591
|
|
Profit for the year attributable
to equity shareholders of the Company
|
56,533
|
53,603
|
55,217
|
57,895
|
|
Final dividend for 2005 (Note
16)
|
—
|
(7,803)
|
—
|
(7,803)
|
|
Interim dividend for 2006 (Note
16)
|
—
|
(3,468)
|
—
|
(3,468)
|
|
Final dividend for 2006 (Note
16)
|
(9,537)
|
—
|
(9,537)
|
—
|
|
Interim dividend for 2007 (Note
16)
|
(4,335)
|
—
|
(4,335)
|
—
|
|
Adjustment to statutory surplus
reserve
|
(235)
|
—
|
(235)
|
||
Appropriation
|
(5,468)
|
(25,066)
|
(5,468)
|
(25,066)
|
|
Revaluation surplus
realised
|
638
|
1,590
|
—
|
—
|
|
Realisation of deferred tax on
lease prepayments
|
7
|
7
|
7
|
7
|
|
Transfer from retained earnings to
other reserves
|
151
|
(704)
|
—
|
—
|
|
Balance at 31
December
|
133,300
|
95,546
|
77,805
|
42,156
|
|
220,731
|
177,632
|
171,830
|
131,601
|
36
|
COMMITMENTS AND CONTINGENT
LIABILITIES
|
Operating lease
commitments
|
|
The Group leases land and
buildings, service stations and other equipment through non-cancellable
operating leases. These operating leases do not contain provisions for contingent
lease rentals. None of the rental agreements contain escalation provisions
that may require higher future rental payments.
|
|
At 31 December 2007 and 2006, the
future minimum lease payments under operating leases are as
follows:
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Within one
year
|
4,620
|
4,703
|
4,373
|
4,457
|
|
Between one and two
years
|
4,497
|
4,565
|
4,365
|
4,391
|
|
Between two and three
years
|
4,477
|
4,529
|
4,351
|
4,359
|
|
Between three and four
years
|
4,407
|
4,505
|
4,292
|
4,337
|
|
Between four and five
years
|
4,465
|
4,450
|
4,355
|
4,372
|
|
Thereafter
|
119,726
|
122,406
|
116,590
|
120,638
|
|
142,192
|
145,158
|
138,326
|
142,554
|
Capital
commitments
|
|
At 31 December 2007 and 2006,
capital commitments
are as follows:
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Authorised and contracted
for
|
130,816
|
113,265
|
118,506
|
95,206
|
|
Authorised but not contracted
for
|
114,854
|
166,072
|
83,626
|
97,699
|
|
245,670
|
279,337
|
202,132
|
192,905
|
These capital commitments relate
to oil and gas exploration and development, refining and petrochemical
production capacity expansion projects and the construction of service
stations and oil depots.
|
|
Exploration and production
licenses
|
|
Exploration licenses for
exploration activities are registered with the Ministry of Land and
Resources. The maximum term of the Group’s exploration licenses is 7 years,
and may be renewed twice within 30 days prior to expiration of the
original term with each renewal being for a two-year term. The Group is
obligated to make progressive annual minimum exploration investment
relating to the exploration blocks in respect of which the license is
issued. The Ministry of Land and Resources also
issues production licenses to the Group on the basis of the reserve
reports approved by relevant authorities. The maximum term of a full
production license is 30 years unless a special dispensation is given by
the State Council. The maximum term of production
licenses issued to the Group is 80 years as a special dispensation was
given to the Group by the State Council. The Group’s production license is renewable
upon application by the Group 30 days prior to
expiration.
|
|
The Group is required to make
payments of exploration license fees and production right usage fees to
the Ministry of Land and Resources annually which are expensed as
incurred. Payments incurred were approximately RMB 303 million for the
year ended 31 December 2007 (2006: RMB 236
million).
|
|
Estimated future annual payments
are as follows:
|
The Group and the
Company
|
|||
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Within one
year
|
218
|
156
|
|
Between one and two
years
|
150
|
147
|
|
Between two and three
years
|
66
|
67
|
|
Between three and four
years
|
20
|
57
|
|
Between four and five
years
|
19
|
10
|
|
Thereafter
|
656
|
226
|
|
1,129
|
663
|
36
|
COMMITMENTS AND
CONTINGENT LIABILITIES
(Continued)
|
|
Contingent
liabilities
|
||
(a)
|
The Company has been advised by
its PRC lawyers that,
except for liabilities constituting or arising out of or relating to the
business assumed by the Company in the Reorganisation, no other
liabilities were assumed by the Company, and the Company is not jointly
and severally liable for other debts and obligations incurred by
Sinopec Group Company prior to the
Reorganisation.
|
|
(b)
|
At 31 December 2007 and 2006,
guarantees given to banks in respect of banking facilities granted to the
parties below were as
follows:
|
The Group
|
The
Company
|
||||
2007
|
2006
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Subsidiaries
|
—
|
—
|
2,361
|
2,674
|
|
Associates and jointly controlled
entities
|
9,812
|
11,957
|
9,618
|
11,863
|
|
9,812
|
11,957
|
11,979
|
14,537
|
The Group monitors the conditions
that are subject to
the guarantees to identify whether it is probable that a loss has
occurred, and recognise any such losses under guarantees when those losses
are estimable. At 31 December 2007 and 2006, it is not probable that the
Group will be required to make payments under the guarantees.
Thus no liability has been accrued for a loss related to the
Group’s obligation under these guarantee
arrangements.
|
||
Environmental
contingencies
|
||
Under existing legislation,
management believes that there are no probable liabilities that will have a
material adverse effect on the financial position or operating results of
the Group. The PRC government, however, has moved, and may move further
towards more rigorous enforcement of applicable laws, and towards the
adoption of more stringent
environmental standards. Environmental liabilities are subject to
considerable uncertainties which affect the Group’s ability to estimate the ultimate
cost of remediation efforts. These uncertainties include i) the exact
nature and extent of the contamination at
various sites including, but not limited to refineries, oil fields,
service stations, terminals and land development areas, whether operating,
closed or sold, ii) the extent of required cleanup efforts, iii) varying
costs of alternative remediation strategies,
iv) changes in environmental remediation requirements, and v) the
identification of new remediation sites. The amount of such future cost is
indeterminable due to such factors as the unknown magnitude of possible
contamination and the unknown timing and
extent of the corrective actions that may be required. Accordingly, the
outcome of environmental liabilities under proposed or future
environmental legislation cannot reasonably be estimated at present, and
could be material. The Group paid normal routine
pollutant discharge fees of approximately RMB 2,085 million for the year
ended 31 December 2007 (2006: RMB 1,594
million).
|
||
Legal
contingencies
|
||
The Group is a defendant in
certain lawsuits as well as the named party in other proceedings arising in
the ordinary course of business. While the outcomes of such contingencies,
lawsuits or other proceedings cannot be determined at present, management
believes that any resulting liabilities will not have a material adverse
effect on the financial position or
operating results of the Group.
|
||
37
|
RELATED PARTY
TRANSACTIONS
|
|
Parties are considered to be
related to the Group if the Group has the ability, directly or indirectly,
to control or jointly control the party or exercise significant influence over
the party in making financial and operating decisions, or vice versa, or
where the Group and the party are subject to common control or common
significant influence. Related parties may be individuals (being members
of key management personnel, significant
shareholders and/or their close family members) or other entities and
include entities which are under the significant influence of related
parties of the Group where those parties are individuals, and
post-employment benefit plans which are for the
benefit of employees of the Group or of any entity that is a related party
of the Group.
|
||
(a)
|
Transactions with Sinopec Group
Company and fellow subsidiaries, associates and jointly controlled
entities
|
|
The Group is part of a larger group of companies
under Sinopec Group Company, which is owned by the PRC government, and has
significant transactions and relationships with Sinopec Group Company and
fellow subsidiaries. Because of these relationships, it is possible
that the terms of these transactions
are not the same as those that would result from transactions among wholly
unrelated parties.
|
||
The principal related party
transactions with Sinopec Group Company and fellow subsidiaries,
associates and jointly controlled entities, which were carried
out in the ordinary course of business, are as
follows:
|
Note
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
|||
Sales of
goods
|
(i)
|
144,581
|
138,670
|
|
Purchases
|
(ii)
|
64,440
|
50,360
|
|
Transportation and
storage
|
(iii)
|
1,141
|
1,587
|
|
Exploration and development
services
|
(iv)
|
32,121
|
22,048
|
|
Production related
services
|
(v)
|
19,238
|
12,508
|
|
Ancillary and social
services
|
(vi)
|
1,621
|
1,710
|
|
Operating lease
charges
|
(vii)
|
3,967
|
3,826
|
|
Agency commission
income
|
(viii)
|
60
|
60
|
|
Interest received
|
(ix)
|
34
|
56
|
|
Interest
paid
|
(x)
|
789
|
1,302
|
|
Net deposits withdrawn from
related parties
|
(xi)
|
356
|
4,777
|
|
Net loans obtained from related
parties
|
(xii)
|
6,987
|
2,291
|
The amounts set out in the table
above in respect of the years ended 31 December 2007 and 2006 represent the relevant
costs to the Group and income from related parties as determined by the
corresponding contracts with the related
parties.
|
|
37
|
RELATED PARTY
TRANSACTIONS
(Continued)
|
||
(a)
|
Transactions
with Sinopec Group Company and fellow
subsidiaries, associates and jointly controlled entities
(Continued)
|
||
At 31 December 2007 and 2006,
there were no guarantees given to banks by the Group in respect of banking
facilities to Sinopec Group Company and fellow subsidiaries.
Guarantees given to
banks by the Group in respect of banking facilities to associates and
jointly controlled entities are disclosed in Note
36.
|
|||
The directors of the Company are
of the opinion that the above transactions with related parties were
conducted in the
ordinary course of business and on normal commercial terms or in
accordance with the agreements governing such transactions, and this has
been confirmed by the independent non-executive
directors.
|
|||
Note:
|
|||
(i)
|
Sales of goods represent
the sale of crude
oil, intermediate petrochemical products, petroleum products and ancillary
materials.
|
||
(ii)
|
Purchases represent the purchase
of materials and utility supplies directly related to the
Group’s operations such as the
procurement of raw and ancillary materials and
related services, supply of water, electricity and
gas.
|
||
(iii)
|
Transportation and storage
represent the cost for the use of railway, road and marine transportation
services, pipelines, loading, unloading and storage facilities.
|
||
(iv)
|
Exploration and development
services comprise direct costs incurred in the exploration and development
such as geophysical, drilling, well testing and well measurement
services.
|
||
(v)
|
Production related services
represent ancillary
services rendered in relation to the Group’s operations such as equipment
repair and general maintenance, insurance premium, technical research,
communications, fire fighting, security, product quality testing and
analysis, information technology, design and engineering, construction
which includes the construction of oilfield ground facilities, refineries
and chemical plants, manufacture of replacement parts and machinery,
installation, project management and environmental
protection.
|
||
(vi)
|
Ancillary and social services represent
expenditures for social welfare and support services such as educational
facilities, media communication services, sanitation, accommodation,
canteens, property maintenance and management
services.
|
||
(vii)
|
Operating lease charges represent the rental
paid to Sinopec Group Company for operating leases in respect of land,
buildings and equipment.
|
||
(viii)
|
Agency commission income
represents commission earned for acting as an agent in respect of sales of
products and purchase
of materials for certain entities owned by Sinopec Group
Company.
|
||
(ix)
|
Interest received represents
interest received from deposits placed with Sinopec Finance Company
Limited, a finance company controlled by Sinopec Group Company. The
applicable interest
rate is determined in accordance with the prevailing saving deposit rate.
The balance of deposits at 31 December 2007 was RMB 338 million (2006: RMB
694 million).
|
||
(x)
|
Interest paid represents interest
charges on the loans and advances obtained from Sinopec Group
Company and Sinopec Finance Company Limited.
|
||
(xi)
|
Deposits withdrawn from related
parties represent net deposits withdrawn from Sinopec Finance Company
Limited.
|
||
(xii)
|
The Group obtained loans from
Sinopec Group Company
and Sinopec Finance Company Limited.
|
||
In connection with the
Reorganisation, the Company and Sinopec Group Company entered into a
number of agreements under which 1) Sinopec Group Company will provide
goods and products and a range of ancillary, social and supporting
services to the Group and 2) the Group will sell certain goods to Sinopec
Group Company. The terms of these agreements are summarised as
follows:
|
|||
(a)
|
The Company has entered into a
non-exclusive Agreement for Mutual Provision of Products and Ancillary
Services (“Mutual
Provision Agreement”)
with Sinopec Group Company effective from 1 January 2000 in which Sinopec Group Company has
agreed to provide the Group with certain ancillary production services,
construction services, information advisory services,
supply services and other services and products. While each of Sinopec
Group Company and the Company is permitted to terminate the Mutual
Provision Agreement upon at least six months notice, Sinopec Group Company
has agreed not to terminate the agreement if
the Group is unable to obtain comparable services from a third party. The
pricing policy for these services and products provided by Sinopec Group
Company to the Group is as follows:
|
||
|
|
the government-prescribed
price;
|
||
|
|||
|
|
where there is no
government-prescribed price, the government-guidance
price;
|
||
|
|
where there is neither a
government-prescribed price nor a government-guidance price, the market
price; or
|
||
|
|
where none of the above is
applicable, the price
to be agreed between the parties, which shall be based on a reasonable
cost incurred in providing such services plus a profit margin not
exceeding 6%.
|
||
(b)
|
The Company has entered into a
non-exclusive Agreement for Provision of Cultural and Educational, Health Care and
Community Services with Sinopec Group Company effective from 1 January
2000 in which Sinopec Group Company has
agreed to provide the Group with certain cultural, educational, health
care and community services on the same pricing terms and termination conditions
as agreed to in the above Mutual Provision
Agreement.
|
||
(c)
|
The Company has entered into a
series of lease agreements with Sinopec Group Company to lease certain
land and buildings at a rental of approximately RMB 3,234 million and RMB 568 million,
respectively, per annum. The Company and Sinopec Group Company can
renegotiate the rental amount every three years for land and every year
for buildings, however such amount cannot exceed the market price as
determined by an independent third party. The Group
has the option to terminate these leases upon six months notice to Sinopec
Group Company.
|
||
(d)
|
The Company has entered into
agreements with Sinopec Group Company effective from 1 January 2000 under
which the Group has
been granted the right to use certain trademarks, patents, technology and
computer software developed by Sinopec Group
Company.
|
37
|
RELATED PARTY
TRANSACTIONS
(Continued)
|
|||
(a)
|
Transactions
with Sinopec Group Company and fellow subsidiaries, associates and
jointly controlled entities
(Continued)
|
|||
(e)
|
The Company has entered into a
service stations franchise agreement with Sinopec Group Company effective
from 1 January 2000 under which its service stations and retail stores
would exclusively sell the refined products supplied by
the Group.
|
|||
As discussed in Note 1, pursuant
to the resolutions passed at the Board of Directors Meeting held on 28
December 2007, the Group acquired the equity interests of Refinery Plants
from Sinopec Group Company, for a total consideration of RMB
2,468 million. In addition, the Group acquired certain individual assets
and liabilities from Sinopec Group Company for a total consideration
payable of RMB 836 million which approximates the carrying amount of the
assets acquired and liabilities
assumed.
|
||||
Amounts due from/to Sinopec Group
Company and fellow subsidiaries, associates and jointly controlled
entities included in the following accounts captions are summarised as
follows:
|
2007
|
2006
|
||
RMB
millions
|
RMB millions
|
||
Trade accounts
receivable
|
3,990
|
3,974
|
|
Prepaid expenses and other current
assets
|
7,082
|
3,695
|
|
Total amounts due from Sinopec
Group Company and fellow
subsidiaries,
associates and jointly controlled entities
|
11,072
|
7,669
|
|
Trade accounts payable
|
5,472
|
3,550
|
|
Accrued expenses and other
payables
|
12,907
|
12,554
|
|
Short-term loans and current
portion of long-term loans from
Sinopec Group Company
and fellow subsidiaries
|
15,840
|
7,013
|
|
Long-term loans excluding current
portion from Sinopec Group
Company and fellow
subsidiaries
|
37,180
|
39,020
|
|
Total amounts due to Sinopec Group
Company and fellow
subsidiaries,
associates and jointly controlled entities
|
71,399
|
62,137
|
Amounts due from/to Sinopec Group
Company and fellow subsidiaries, associates and jointly controlled
entities, other than short-term loans and long-term loans, bear no
interest, are unsecured and are repayable in accordance with normal
commercial terms. The terms and conditions associated with short-term
loans and long-term loans payable to Sinopec Group
Company and fellow subsidiaries are set out in Note
30.
|
||
As at and for the year ended 31
December 2007 and 2006, no signicificant impairment losses for bad and
doubtful debts were recorded in respect of amounts due from
Sinopec Group Company
and fellow subsidiaries, associates and jointly controlled
entities.
|
||
(b)
|
Key management personnel
emoluments
|
|
Key management personnel are those
persons having authority and responsibility for planning, directing and
controlling the
activities of the Group, directly or indirectly, including directors and
supervisors of the Group. The key management personnel compensations are
as follows:
|
2007
|
2006
|
||
RMB ’000
|
RMB ’000
|
||
Short-term employee benefits
(i)
|
5,896
|
4,571
|
|
Retirement scheme
contributions
|
184
|
184
|
|
6,080
|
4,755
|
Note:
|
|||
(i)
|
The bonuses amounting to RMB 3.785
million paid to executive directors, supervisors and other key management
personnel in relation to their performance were not included in
the short-term
employee benefits.
|
||
Total emoluments are included in
“personnel
expenses” as
disclosed in Note 7.
|
|||
(c)
|
Contributions to defined
contribution retirement plans
|
||
The Group participates in various
defined contribution retirement plans organised by municipal and
provincial governments for its staff. The details of the Group’s employee benefits plan are
disclosed in Note 38. As at 31 December 2007 and 2006, the accrued
contribution to post-employment benefit plans was not
material.
|
|||
(d)
|
Transactions with other
state-controlled entities in the PRC
|
||
The Group is a state-controlled
energy and chemical enterprise and operates in an economic regime
currently dominated by entities directly or indirectly controlled by the
PRC government
through its government authorities, agencies, affiliations and other
organisations (collectively referred as “state-controlled
entities”).
|
|||
Apart from transactions with
Sinopec Group Company and fellow subsidiaries, the Group has transactions
with other
state-controlled entities include but not limited to the
following:
|
|||
|
|
sales and purchase of goods and
ancillary materials;
|
||
|
|
rendering and receiving
services;
|
||
|
|
lease of
assets;
|
||
|
|
depositing and borrowing money;
and
|
||
|
|
use of public
utilities.
|
37
|
RELATED PARTY
TRANSACTIONS
(Continued)
|
|
(d)
|
Transactions
with other state-controlled entities in the PRC
(Continued)
|
|
These transactions are conducted
in the ordinary course of the Group’s business on terms comparable to those with
other entities that are not state-controlled. The Group has established
procurement policies, pricing strategy and approval process for purchases
and sales of products and services which do not depend on whether the
counterparties are state-controlled
entities or not.
|
||
Having considered the transactions
potentially affected by related party relationships, the Group’s pricing strategy, procurement
policies and approval processes, and the information that would be
necessary for an
understanding of the potential effect of the related party relationship on
the financial statements, the directors are of the opinion that the
following related party transactions require disclosure of numeric
details:
|
||
(i)
|
Transactions with other state-controlled energy and
chemical companies
|
|
The Group’s major domestic suppliers of
crude oil and refined petroleum products are China National Petroleum
Corporation and its subsidiaries (“CNPC Group”) and China National Offshore Oil
Corporation and its
subsidiaries (“CNOOC
Group”), which are
state-controlled entities.
|
||
During the year ended 31 December
2007, the aggregate amount of crude oil purchased by refining segment from
CNPC Group and CNOOC Group and refined petroleum purchased by marketing and distribution
segment from CNPC Group was RMB 70,341 million (2006: RMB 64,959
million).
|
||
The aggregate amounts due from/to
CNPC Group and CNOOC Group are summarised as
follows:
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Trade accounts
receivable
|
326
|
111
|
|
Prepaid expenses and other current
assets
|
934
|
167
|
|
Total amounts due from CNPC Group
and CNOOC Group
|
1,260
|
278
|
|
Trade accounts
payable
|
3,494
|
1,238
|
|
Accrued expenses and other
payables
|
371
|
7
|
|
Total amounts due to CNPC
Group and CNOOC
Group
|
3,865
|
1,245
|
(ii)
|
Transactions with state-controlled
banks
|
|
The Group deposits its cash with
several state-controlled banks in the PRC. The Group also obtains
short-term and long-term loans from these banks in the ordinary course
of business. The
interest rates of the bank deposits and loans are regulated by the PBOC.
The Group’s interest income from and
interest expense to these state-controlled banks in the PRC are as
follows:
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Interest
income
|
225
|
466
|
|
Interest
expense
|
5,264
|
5,682
|
The amounts of cash deposited at
and loans from state-controlled banks in the PRC are summarised as
follows:
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Cash and cash
equivalents
|
6,522
|
6,329
|
|
Time deposits with financial
institutions
|
647
|
615
|
|
Total deposits at state-controlled
banks in the PRC
|
7,169
|
6,944
|
|
Short-term loans and current
portion of long-term loans
|
27,813
|
37,937
|
|
Long-term loans excluding current
portion of long-term loans
|
37,338
|
54,648
|
|
Total loans from state-controlled
banks in the PRC
|
65,151
|
92,585
|
38
|
EMPLOYEE BENEFITS
PLAN
|
|
As stipulated by the regulations
of the PRC, the Group participates in various defined contribution
retirement plans organised by municipal and provincial governments for its
staff. The Group is required to make contributions to the retirement plans
at rates ranging from 18.0% to 23.0% of the salaries, bonuses and certain
allowances of its staff. A member of the plan is entitled to a pension
equal to a fixed proportion of the salary
prevailing at his or her retirement date. The Group has no other material
obligation for the payment of pension benefits associated with these plans
beyond the annual contributions described above. The Group’s contributions for the year ended 31 December
2007 were RMB 2,806 million (2006: RMB 2,394
million).
|
||
39
|
SEGMENTAL
REPORTING
|
|
The Group has five operating
segments as follows:
|
||
(i)
|
Exploration and production, which
explores and develops oil fields, produces crude oil and natural gas and
sells such products to the refining segment of the Group and external
customers.
|
|
(ii)
|
Refining, which processes and
purifies crude oil, that is sourced from the exploration and production
segment of the Group and external suppliers, and manufactures and
sells petroleum products to the chemicals and marketing and distribution
segments of the Group and external customers.
|
|
(iii)
|
Marketing and distribution, which
owns and operates oil depots and service stations in the PRC, and distributes and sells
refined petroleum products (mainly gasoline and diesel) in the PRC through
wholesale and retail sales networks.
|
|
(iv)
|
Chemicals, which manufactures and
sells petrochemical products, derivative petrochemical products
and other chemical
products mainly to external customers.
|
|
(v)
|
Corporate and others, which
largely comprise the trading activities of the import and export companies
of the Group and research and development undertaken by other
subsidiaries.
|
|
39
|
SEGMENTAL
REPORTING
(Continued)
|
Reportable information on the
Group’s business segments is as
follows:
|
2007
|
2006
|
||||||
RMB
millions
|
RMB
millions
|
||||||
Turnover
|
|||||||
Exploration and
production
|
|||||||
External
sales
|
20,437
|
19,936
|
|||||
Inter-segment sales
|
107,473
|
109,075
|
|||||
127,910
|
129,011
|
||||||
Refining
|
|||||||
External
sales
|
117,256
|
114,725
|
|||||
Inter-segment
sales
|
534,671
|
477,766
|
|||||
651,927
|
592,491
|
||||||
Marketing and
distribution
|
|||||||
External
sales
|
659,552
|
588,022
|
|||||
Inter-segment
sales
|
2,841
|
4,849
|
|||||
662,393
|
592,871
|
||||||
Chemicals
|
|||||||
External
sales
|
217,452
|
196,024
|
|||||
Inter-segment
sales
|
15,990
|
12,299
|
|||||
233,442
|
208,323
|
||||||
Corporate and
others
|
|||||||
External
sales
|
159,172
|
116,181
|
|||||
Inter-segment
sales
|
297,145
|
145,287
|
|||||
456,317
|
261,468
|
||||||
Elimination of inter-segment
sales
|
(958,120)
|
(749,276)
|
|||||
Turnover
|
1,173,869
|
1,034,888
|
|||||
Other operating
revenues
|
|||||||
Exploration and
production
|
17,757
|
14,155
|
|||||
Refining
|
4,996
|
4,750
|
|||||
Marketing and
distribution
|
461
|
687
|
|||||
Chemicals
|
7,247
|
6,604
|
|||||
Corporate and
others
|
513
|
657
|
|||||
Other operating
revenues
|
30,974
|
26,853
|
|||||
Other
income
|
|||||||
Refining
|
1,926
|
5,161
|
|||||
Marketing and
distribution
|
2,937
|
—
|
|||||
Total other
income
|
4,863
|
5,161
|
|||||
Turnover, other operating revenues
and other income
|
1,209,706
|
1,066,902
|
|||||
2007
|
2006
|
||||||
RMB
millions
|
RMB
millions
|
||||||
Result
|
|||||||
Operating
profit
|
|||||||
By segment
|
|||||||
– Exploration and
production
|
48,766
|
63,182
|
|||||
– Refining
|
(10,452)
|
(25,710)
|
|||||
– Marketing and
distribution
|
35,727
|
30,234
|
|||||
– Chemicals
|
13,306
|
14,458
|
|||||
– Corporate and others
|
(1,483)
|
(1,532)
|
|||||
Total operating
profit
|
85,864
|
80,632
|
|||||
Share of profits less losses from
associates and jointly controlled entities
|
|||||||
– Exploration and
production
|
164
|
233
|
|||||
– Refining
|
(114)
|
149
|
|||||
– Marketing and
distribution
|
519
|
404
|
|||||
– Chemicals
|
2,959
|
2,416
|
|||||
– Corporate and
others
|
516
|
232
|
|||||
Aggregate share of profits less
losses from associates and jointly controlled
entities
|
4,044
|
3,434
|
|||||
Finance
costs
|
|||||||
Interest
expense
|
(7,314)
|
(7,101)
|
|||||
Interest
income
|
405
|
538
|
|||||
Unrealised loss on embedded derivative
component of convertible bonds
|
(3,211)
|
—
|
|||||
Foreign exchange
loss
|
(311)
|
(140)
|
|||||
Foreign exchange
gain
|
2,330
|
890
|
|||||
Net finance
costs
|
(8,101)
|
(5,813)
|
|||||
Investment
income
|
1,657
|
289
|
|||||
Profit before
taxation
|
83,464
|
78,542
|
|||||
Taxation
|
(24,721)
|
(23,504)
|
|||||
Profit for the
year
|
58,743
|
55,038
|
39
|
SEGMENTAL
REPORTING
(Continued)
|
Information on associates and
jointly controlled entities is included in Notes 22 and 23. Additions to
long-lived assets by operating segment are included in Notes 18 and
19.
|
2007
|
2006
|
||||
RMB
millions
|
RMB
millions
|
||||
Assets
|
|||||
Segment
assets
|
|||||
– Exploration and
production
|
198,945
|
155,043
|
|||
– Refining
|
193,956
|
170,888
|
|||
– Marketing and
distribution
|
127,047
|
108,053
|
|||
– Chemicals
|
120,988
|
108,597
|
|||
– Corporate and
others
|
34,285
|
22,641
|
|||
Total segment
assets
|
675,221
|
565,222
|
|||
Interest in associates and jointly
controlled entities
|
|||||
– Exploration and
production
|
1,080
|
1,063
|
|||
– Refining
|
3,915
|
1,398
|
|||
– Marketing and
distribution
|
5,355
|
4,692
|
|||
– Chemicals
|
12,176
|
10,481
|
|||
– Corporate and
others
|
7,062
|
3,500
|
|||
Aggregate interest in associates
and jointly controlled entities
|
29,588
|
21,134
|
|||
Unallocated
assets
|
27,916
|
24,476
|
|||
Total
assets
|
732,725
|
610,832
|
|||
Liabilities
|
|||||
Segment liabilities
|
|||||
– Exploration and
production
|
45,185
|
30,082
|
|||
– Refining
|
46,017
|
31,454
|
|||
– Marketing and
distribution
|
31,118
|
27,090
|
|||
– Chemicals
|
20,786
|
19,142
|
|||
– Corporate and
others
|
51,804
|
35,913
|
|||
Total segment
liabilities
|
194,910
|
143,681
|
|||
Unallocated liabilities
|
205,057
|
180,494
|
|||
Total
liabilities
|
399,967
|
324,175
|
Segment capital expenditure is the
total cost incurred during the year to acquire segment assets that are
expected to be used for more than one
year.
|
2007
|
2006
|
||
RMB
millions
|
RMB millions
|
||
Capital
expenditure
|
|||
Exploration and
production
|
54,498
|
35,198
|
|
Refining
|
22,763
|
22,587
|
|
Marketing and
distribution
|
12,548
|
11,319
|
|
Chemicals
|
16,184
|
12,629
|
|
Corporate and
others
|
3,289
|
2,170
|
|
109,282
|
83,903
|
||
Depreciation, depletion and
amortisation
|
|||
Exploration and
production
|
18,216
|
12,945
|
|
Refining
|
9,020
|
8,212
|
|
Marketing and
distribution
|
6,032
|
3,452
|
|
Chemicals
|
8,977
|
8,537
|
|
Corporate and
others
|
1,070
|
408
|
|
43,315
|
33,554
|
||
Impairment losses on long-lived
assets
|
|||
Exploration and production
|
481
|
552
|
|
Refining
|
1,070
|
—
|
|
Marketing and
distribution
|
1,237
|
23
|
|
Chemicals
|
318
|
250
|
|
3,106
|
825
|
40
|
PRINCIPAL
SUBSIDIARIES
|
At 31 December 2007, the following
list contains the particulars of subsidiaries which principally affected
the results or assets
of the Group.
|
Name of
company
|
Particulars
of issued
capital
|
Type of
legal
entity
|
Percentage
of equity
|
Principal
activities
|
||
(millions)
|
%
|
|||||
China Petrochemical
International
Company
Limited
|
RMB 1,663
|
Limited
company
|
100.00
|
Trading of petrochemical
products
|
||
Sinopec Sales Company
Limited
|
RMB 1,700
|
Limited
company
|
100.00
|
Marketing and
distribution
of refined petroleum
products
|
||
Sinopec Yangzi
Petrochemical
Company
Limited
|
RMB 16,337
|
Limited
company
|
100.00
|
Manufacturing of
intermediate
petrochemical products
and
petroleum
products
|
||
Sinopec Zhongyuan
Petroleum
Company
Limited
|
RMB 875
|
Limited
company
|
100.00
|
Exploration and production of
crude
oil and natural
gas
|
||
Sinopec Shengli Oil Field
Dynamic
Company
Limited
|
RMB 364
|
Limited
company
|
100.00
|
Exploration and production of
crude
oil and distribution of
petrochemical
products
|
||
Sinopec Fujian
Petrochemical
Company Limited
(i)
|
RMB 2,253
|
Limited
company
|
50.00
|
Manufactuing of
plastics,
intermediate
petrochemical
products and petroleum
products
|
||
Sinopec Shanghai
Petrochemical
Company
Limited
|
RMB 7,200
|
Limited
company
|
55.56
|
Manufacturing of synthetic
fibres,
resin and plastics,
intermediate
petrochemical products
and
petroleum
products
|
||
Sinopec Kantons Holdings
Limited
|
HKD 104
|
Limited
company
|
72.34
|
Trading of crude oil and
petroleum
products
|
||
Sinopec Wuhan Petroleum
Group
Company Limited
(i)
|
RMB 147
|
Limited
company
|
46.25
|
Marketing and distribution
of
refined petroleum
products
|
||
Sinopec Yizheng Chemical
Fibre
Company Limited
(i)
|
RMB 4,000
|
Limited
company
|
42.00
|
Production and sale of
polyester
chips and polyester
fibres
|
||
Sinopec Zhongyuan
Petrochemical
Company
Limited
|
RMB 2,400
|
Limited
company
|
93.51
|
Manufacturing of chemical
products
|
||
Sinopec Shell (Jiangsu) Petroleum
Company
Limited
|
RMB 830
|
Limited
company
|
60.00
|
Marketing and distribution
of
refined petroleum
products
|
||
BP Sinopec (Zhejiang) Petroleum
Company
Limited
|
RMB 800
|
Limited
company
|
60.00
|
Marketing and distribution
of
refined petroleum
products
|
||
Sinopec Qingdao Refining
and
Chemical Company
Limited
|
RMB 800
|
Limited
company
|
85.00
|
Manufacturing of
intermediate
petrochemical products
and
petroleum
products
|
||
China International United
Petroleum and
Company
Limited
|
RMB 223
|
Limited
company
|
100.00
|
Trading of crude oil
and
petrochemical
products
|
||
Sinopec Hainan Refining and
Chemical
Company
Limited
|
RMB 3,986
|
Limited
company
|
75.00
|
Manufacturing of intermediate
petrochemical products
and
petroleum
products
|
||
Sinopec (Hong Kong) Limited
|
HKD 5,477
|
Limited
company
|
100.00
|
Trading of crude oil
and
petrochemical
products
|
||
Sinopec Senmei (Fujian) Petroleum
Ltd.
|
RMB 1,840
|
Limited
company
|
55.00
|
Marketing and distribution of
refined petroleum
products
|
Except for Sinopec Kantons
Holdings Limited and Sinopec (Hong Kong) Limited, which are incorporated
in Bermuda and Hong
Kong respectively,
all of the above principal subsidiaries are incorporated in the PRC
|
||
(i)
|
The Group consolidated the results
of the entity because the Group controlled the board of this entity and
had the power to govern its financial and operating
policies.
|
|
41
|
FINANCIAL
INSTRUMENTS
|
|
Overview
|
||
Financial assets of the Group include cash and
cash equivalents, time deposits with financial institutions, investments,
trade accounts receivable, bills receivable, amounts due from Sinopec
Group Company and fellow subsidiaries, advances to third parties, amounts
due from associates and jointly
controlled entities, and other receivables. Financial liabilities of the
Group include short-term and long-term debts, loans from Sinopec Group
Company and fellow subsidiaries, trade accounts payable, bills payable,
amounts due to Sinopec Group Company and fellow
subsidiaries, receipts in advance, and advances from third parties. The
Group has no derivative instruments that are designated and qualified as
hedging instruments at 31 December 2007 and
2006.
|
||
The Group has exposure
to the following
risks from its use of financial instruments:
|
||
|
|
credit
risk;
|
|
|
|
liquidity
risk;
|
|
|
|
market risk;
and
|
|
|
|
equity price
risk.
|
|
The Board of Directors has overall
responsibility for the establishment, oversight of the Group’s risk management framework, and
developing and monitoring the Group’s risk management
policies.
|
||
The Group’s risk management policies are
established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the
Group’s activities. The Group, through
its training and management standards and procedures, aims to develop a disciplined and
constructive control environment in which all employees understand their
roles and obligations. Internal audit department undertakes both regular
and ad hoc reviews of risk management controls and procedures, the results
of which are reported to the
Group’s audit
committee.
|
||
Credit
risk
|
||
Credit risk is the risk of
financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises
principally from the Group’s deposits placed with financial
institutions and receivables from customers. To limit exposure to credit
risk relating to deposits, the Group primarily places cash deposits only
with large financial institution in the PRC with acceptable credit
ratings. The majority of the
Group’s trade accounts receivable relate
to sales of petroleum and chemical products to related parties and third
parties operating in the petroleum and chemical industries. The Group
performs ongoing credit evaluations of its customers’ financial condition and generally
does not require collateral on trade accounts receivable. The Group
maintains an impairment loss for doubtful accounts and actual losses have
been within management’s expectations. No single customer
accounted for greater than 10% of total trade
accounts receivable. The details of the Group’s credit policy for and
quantitative disclosures in respect of the Group’s exposure on credit risk relating
to trade receivables are set out in Note 26.
|
||
The carrying amounts
of cash and cash
equivalents, time deposits with financial institutions, trade accounts and
bills receivables, and other receivables, represent the Group’s maximum exposure to credit risk
in relation to financial assets.
|
||
Liquidity
risk
|
||
Liquidity risk is the risk that the Group will
not be able to meet its financial obligations as they fall due. The
Group’s approach in managing liquidity
is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation. The Group prepares
monthly cash flow budget to ensure that they will always have sufficient
liquidity to meet its financial obligation as they fall due. The Group
arranges and negotiates financing with financial institutions and
maintains a certain level of standby credit facilities to reduce liquidity
risk.
|
||
At 31 December 2007, the Group has
standby credit facilities with several PRC financial institutions
which provide the Group to borrow up to RMB 164,500 million (2006: RMB
130,000 million) on an unsecured basis, at a weighted average interest
rate of 5.619% (2006: 5.020%) per annum. At 31 December 2007, the
Group’s outstanding borrowings under these
facilities were RMB 13,269 million (2006: RMB 4,420 million) and were
included in short-term debts.
|
||
41
|
FINANCIAL
INSTRUMENTS
(Continued)
|
The following table sets out the
remaining contractual maturities at the balance sheet date of the Group’s and the Company’s financial liabilities, which are
based on contractual undiscounted cash flows (including interest payments
computed using contractual rates or, if floating, based on prevailing
rates current at the balance sheet date) and the earliest date the
Group and the Company would be required to
repay:
|
|
The
Group
|
2007
|
|||||||
Carrying
amount
RMB
millions
|
Total
contractual
undiscounted
cash flow
RMB
millions
|
Within 1
year or
on demand
RMB
millions
|
More than
1 year but
less than
2 years
RMB
millions
|
More than
2 years but
less than
5 years
RMB
millions
|
More than
5 years
RMB
millions
|
||
Short-term
debts
|
44,654
|
45,869
|
45,869
|
—
|
—
|
—
|
|
Long-term
debts
|
83,134
|
101,887
|
3,906
|
22,708
|
31,643
|
43,630
|
|
Loans from Sinopec Group Company
and
fellow
subsidiaries
|
53,020
|
53,793
|
16,485
|
327
|
1,420
|
35,561
|
|
Trade accounts
payable
|
93,049
|
93,049
|
93,049
|
—
|
—
|
—
|
|
Bills
payable
|
12,162
|
12,233
|
12,233
|
—
|
—
|
—
|
|
Accrued expenses and other
payables
|
89,171
|
89,171
|
89,171
|
—
|
—
|
—
|
|
375,190
|
396,002
|
260,713
|
23,035
|
33,063
|
79,191
|
||
2006
|
|||||||
Carrying
amount
RMB
millions
|
Total
contractual
undiscounted
cash flow
RMB
millions
|
Within 1
year or
on demand
RMB
millions
|
More than
1 year but
less than
2 years
RMB
millions
|
More than
2 years but
less than
5 years
RMB
millions
|
More than
5 years
RMB
millions
|
||
Short-term
debts
|
56,467
|
58,385
|
58,385
|
—
|
—
|
—
|
|
Long-term
debts
|
61,617
|
72,274
|
3,840
|
26,756
|
35,753
|
5,925
|
|
Loans from Sinopec Group Company
and
fellow
subsidiaries
|
46,033
|
46,845
|
7,529
|
2,360
|
1,395
|
35,561
|
|
Trade accounts
payable
|
52,767
|
52,767
|
52,767
|
—
|
—
|
—
|
|
Bills
payable
|
21,714
|
21,805
|
21,805
|
—
|
—
|
—
|
|
Accrued expenses and other
payables
|
69,200
|
69,200
|
69,200
|
—
|
—
|
—
|
|
307,798
|
321,276
|
213,526
|
29,116
|
37,148
|
41,486
|
||
The Company
|
|||||||
2007
|
|||||||
Total
|
More than
|
More than
|
|||||
contractual
|
Within 1
|
1 year but
|
2 years but
|
||||
Carrying
|
undiscounted
|
year or
|
less than
|
less than
|
More
than
|
||
amount
|
cash flow
|
on demand
|
2 years
|
5 years
|
5 years
|
||
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Short-term
debts
|
30,136
|
30,964
|
30,964
|
—
|
—
|
—
|
|
Long-term
debts
|
72,851
|
88,735
|
3,267
|
20,097
|
25,491
|
39,880
|
|
Loans from Sinopec Group Company
and fellow
subsidiaries
|
51,513
|
52,192
|
15,274
|
112
|
1,245
|
35,561
|
|
Trade accounts
payable
|
58,932
|
58,932
|
58,932
|
—
|
—
|
—
|
|
Bills
payable
|
8,613
|
8,670
|
8,670
|
—
|
—
|
—
|
|
Accrued expenses and other
payables
|
103,509
|
103,509
|
103,509
|
—
|
—
|
—
|
|
325,554
|
343,002
|
220,616
|
20,209
|
26,736
|
75,441
|
||
2006
|
|||||||
Total
|
More than
|
More than
|
|||||
contractual
|
Within 1
|
1 year but
|
2 years but
|
||||
Carrying
|
undiscounted
|
year or
|
less than
|
less than
|
More
than
|
||
amount
|
cash flow
|
on demand
|
2 years
|
5 years
|
5 years
|
||
RMB
millions
|
RMB
millions
|
RMB millions
|
RMB
millions
|
RMB
millions
|
RMB
millions
|
||
Short-term
debts
|
38,241
|
39,418
|
39,418
|
—
|
—
|
—
|
|
Long-term
debts
|
52,689
|
61,013
|
2,730
|
25,140
|
27,703
|
5,440
|
|
Loans from Sinopec Group Company
and fellow subsidiaries
|
40,198
|
40,704
|
1,587
|
2,351
|
1,205
|
35,561
|
|
Trade accounts
payable
|
38,041
|
38,041
|
38,041
|
—
|
—
|
—
|
|
Bills
payable
|
16,265
|
16,343
|
16,343
|
—
|
—
|
—
|
|
Accrued expenses and other
payables
|
72,313
|
72,313
|
72,313
|
—
|
—
|
—
|
|
257,747
|
267,832
|
170,432
|
27,491
|
28,908
|
41,001
|
||
41
|
FINANCIAL
INSTRUMENTS
(Continued)
|
||||||
Currency
risk
|
|||||||
Currency risk arises on financial
instruments that are denominated in a currency other than the functional
currency in which they are measured. The Group’s currency risk exposure primarily
relates to short-term and long-term debts and loans from
Sinopec Group Company and fellow subsidiaries denominated in US Dollars,
Japanese Yen, Euro and Hong Kong Dollars.
|
|||||||
The Group has no hedging policy on
foreign currency balances, and principally reduces the currency risk by monitoring the level of
foreign currency.
|
|||||||
Included in short-term and
long-term debts and loans from Sinopec Group Company and fellow
subsidiaries of the Group are the following amounts denominated in a
currency other than the functional currency of the entity to which
they relate:
|
|||||||
The Group
|
The
Company
|
||||||
2007
|
2006
|
2007
|
2006
|
||||
millions
|
millions
|
millions
|
millions
|
||||
US Dollars
|
USD 780
|
USD 967
|
USD 121
|
USD 160
|
|||
Japanese
Yen
|
JPY 33,494
|
JPY 41,350
|
JPY 33,494
|
JPY 41,350
|
|||
Euro
|
EUR 7
|
EUR 10
|
EUR 7
|
EUR 10
|
|||
Hong Kong Dollars
|
HKD 15,135
|
HKD 7,789
|
HKD 15,064
|
HKD
7,672
|
|||
A 5 percent strengthening of
Renminbi against the following currencies at 31 December would have
increased profit for the year and retained earnings of the Group by the amounts
shown below. This analysis has been determined assuming that the change in
foreign exchange rates had occurred at the balance sheet date and had been
applied to the foreign currency balances to which the Group has
significant exposure as stated above, and
that all other variables, in particular interest rates, remain constant.
The analysis is performed on the same basis for
2006.
|
|||||||
The
Group
|
|||||||
2007
|
2006
|
||||||
RMB
millions
|
RMB
millions
|
||||||
US Dollars
|
|||||||
Japanese
Yen
|
285
|
378
|
|||||
Hong Kong Dollars
|
107
|
136
|
|||||
709
|
391
|
||||||
Other than the amounts as
disclosed above, the amounts of other financial assets and liabilities of
the Group are substantially denominated in the functional
currency of
respective entity of the Group.
|
|||||||
Interest rate
risk
|
|||||||
The Group’s interest rate risk exposure
arises primarily from its short-term and long-term debts. Debts carrying
interest at variable rates and at fixed rates expose the Group to
cash flow interest
rate risk and fair value interest rate risk respectively. The interest
rates of short-term and long-term debts, and loans from Sinopec Group
Company and fellow subsidiaries of the Group are disclosed in Note
30.
|
|||||||
As at 31 December 2007, it is estimated that a
general increase/decrease of 100 basis points in variable interest rates,
with all other variables held constant, would decrease/increase the
Group’s profit for the year and retained
earnings by approximately RMB 230 million (2006: RMB 301 million). This
sensitivity analysis has been determined assuming that the change in
interest rates had occurred at the balance sheet date and the change was
applied to the Group’s debts outstanding at that date
with exposure to cash flow interest rate risk. The analysis is
performed on the same basis for 2006.
|
|||||||
Equity price
risk
|
|||||||
The Group is exposed to equity
price risk arising from changes in the Company’s own share price to the extent
that the Company’s own equity instruments underlie the fair values of
derivatives of the Group. At 31 December 2007, the Group is exposed to
this risk through the derivative embedded in the Convertible Bonds issued
by the Company as disclosed in Note 30(f).
|
|||||||
At 31 December 2007,
it is estimated that
an increase of 10% in the Company’s own share price would decrease
the Group’s profit for the year and retained
earnings by approximately RMB 822 million; a decrease of 10% in the
Company’s own share price would increase
the Group’s profit for the year and retained
earnings by approximately RMB 767 million. This sensitivity analysis has
been determined assuming that the changes in the Company’s own share price had occurred at
the balance sheet date and that all other variables remain constant.
|
|||||||
41
|
FINANCIAL
INSTRUMENTS
(Continued)
|
||||||
Fair values
|
|||||||
The disclosures of the fair value
estimates, methods and assumptions, set forth below for the
Group’s financial instruments, are made
to comply with the requirements of IFRS 7 and IAS 39 and should
be read in conjunction with the Group’s consolidated financial
statements and related notes. The estimated fair value amounts have been
determined by the Group using market information and valuation
methodologies considered appropriate. However,
considerable judgement is required to interpret market data to develop the
estimates of fair value. Accordingly, the estimates presented herein are
not necessarily indicative of the amounts the Group could realise in a
current market exchange. The use of different
market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.
|
|||||||
The fair values of the
Group’s financial instruments (other
than long-term indebtedness and investment securities) approximate
their carrying amounts due to the short-term maturity of these
instruments. The fair values of long-term indebtedness are estimated by
discounting future cash flows using current market interest rates offered
to the Group for debt with substantially the same
characteristics and maturities ranging 5.40% to 6.97% (2006: 5.67% to
6.16%). The following table presents the carrying amount and fair value of
the Group’s long-term indebtedness other
than loans from Sinopec Group Company and fellow subsidiaries at 31
December 2007 and 2006:
|
|||||||
2007
|
2006
|
||||||
RMB
millions
|
RMB
millions
|
||||||
Carrying
amount
|
96,420
|
76,935
|
|||||
Fair value
|
95,600
|
76,585
|
|||||
The Group has not developed an
internal valuation model necessary to make the estimate
of the fair value of loans from Sinopec Group Company and its affiliates
as it is not considered practicable to estimate their fair value because
the cost of obtaining discount and borrowing rates for comparable
borrowings would be excessive based on the
Reorganisation of the Group, its existing capital structure and the terms
of the borrowings.
|
|||||||
The fair value of
available-for-sale equity securities, which amounted to RMB 653 million as
at 31 December 2007 (2006: RMB 157 million) was based on
quoted market price on a PRC stock exchange. Unquoted other investments in
equity securities are individually and in the aggregate not material to
the Group’s financial condition or results
of operations. There are no listed market prices for such interests in
the PRC and, accordingly, a reasonable estimate of fair value could not be
made without incurring excessive costs. The Group intends to hold these
unquoted other investments in equity securities for long term
purpose.
|
|||||||
42
|
ACCOUNTING ESTIMATES AND
JUDGEMENTS
|
||||||
The Group’s financial condition and results
of operations are sensitive to accounting methods, assumptions and
estimates that underlie the preparation of the financial statements. The
Group bases the assumptions and estimates on
historical experience and on various other assumptions that the Group
believes to be reasonable and which form the basis for making judgements
about matters that are not readily apparent from other sources. On an
on-going basis, management evaluates its
estimates. Actual results may differ from those estimates as facts,
circumstances and conditions change.
|
|||||||
The selection of critical
accounting policies, the judgements and other uncertainties affecting
application of those
policies and the sensitivity of reported results to changes in conditions
and assumptions are factors to be considered when reviewing the financial
statements. The principal accounting policies are set forth in Note 2. The
Group believes the following critical accounting policies involve
the most significant judgements and estimates used in the preparation of
the financial statements.
|
|||||||
Oil and gas properties and
reserves
|
|||||||
The accounting for the exploration
and production’s oil and gas activities is subject to accounting
rules that are unique to the oil and gas industry. There are two methods
to account for oil and gas business activities, the successful efforts
method and the full cost method. The Group has elected to use the
successful efforts method. The successful
efforts method reflects the volatility that is inherent in exploring for
mineral resources in that costs of unsuccessful exploratory efforts are
charged to expense as they are incurred. These costs primarily include dry
hole costs, seismic costs and other
exploratory costs. Under the full cost method, these costs are capitalised
and written-off or depreciated over time.
|
|||||||
Engineering estimates of the
Group’s oil and gas reserves are
inherently imprecise and represent only approximate amounts because of
the subjective judgements involved in developing such information. There
are authoritative guidelines regarding the engineering criteria that have
to be met before estimated oil and gas reserves can be designated as
“proved”. Proved and proved developed
reserves estimates are updated at least annually and take into account
recent production and technical information about each field. In addition,
as prices and cost levels change from year to year, the estimate of proved
and proved developed reserves also
changes. This change is considered a change in estimate for accounting
purposes and is reflected on a prospective basis in related depreciation
rates.
|
|||||||
Future dismantlement costs for oil
and gas properties are estimated with reference to
engineering estimates after taking into consideration the anticipated
method of dismantlement required in accordance with industry practices in
similar geographic area, including estimation of economic life of oil and
gas properties, technology and price level. The
present values of these estimated future dismantlement costs are
capitalised as oil and gas properties with equivalent amounts recognised
as provision for dismantlement costs.
|
|||||||
Despite the inherent imprecision
in these engineering
estimates, these estimates are used in determining depreciation expense,
impairment expense and future dismantlement costs. Depreciation rates are
determined based on estimated proved developed reserve quantities (the
denominator) and capitalised costs of producing
properties (the numerator). Producing properties’ capitalised costs are amortised
based on the units of oil or gas produced.
|
|||||||
42
|
ACCOUNTING
ESTIMATES AND JUDGEMENTS
(Continued)
|
||||||
Impairment for long-lived assets
|
|||||||
If circumstances indicate that the
net book value of a long-lived asset may not be recoverable, the asset may
be considered “impaired”, and an impairment loss may be
recognised in accordance with IAS 36 “Impairment of Assets”. The carrying amounts of long-lived assets
are reviewed periodically in order to assess whether the recoverable
amounts have declined below the carrying amounts. These assets are tested
for impairment whenever events or changes in circumstances indicate that
their recorded carrying amounts may not
be recoverable. When such a decline has occurred, the carrying amount is
reduced to recoverable amount. For goodwill, the recoverable amount is
estimated annually. The recoverable amount is the greater of the net
selling price and the value in use. It is
difficult to precisely estimate selling price because quoted market prices
for the Group’s assets or cash-generating units
are not readily available. In determining the value in use, expected cash
flows generated by the asset or the cash-generating unit are
discounted to their present value, which requires significant judgement
relating to level of sale volume, selling price and amount of operating
costs. The Group uses all readily available information in determining an
amount that is a reasonable
approximation of recoverable amount, including estimates based on
reasonable and supportable assumptions and projections of sale volume,
selling price and amount of operating costs.
|
|||||||
Depreciation
|
|||||||
Property, plant and equipment, other than oil and
gas properties, are depreciated on a straight-line basis over the
estimated useful lives of the assets, after taking into account the
estimated residual value. The Group reviews the estimated useful lives of
the assets regularly in order to determine the
amount of depreciation expense to be recorded during any reporting period.
The useful lives are based on the Group’s historical experience with
similar assets and taking into account anticipated technological changes.
The depreciation expense for future
periods is adjusted if there are significant changes from previous
estimates.
|
|||||||
Impairment for bad and doubtful
debts
|
|||||||
The Group estimates impairment
losses for bad and doubtful debts resulting from the inability of the customers to make the
required payments. The Group bases the estimates on the ageing of the
accounts receivable balance, customer credit-worthiness, and historical
write-off experience. If the financial condition of the customers were to
deteriorate, actual write-offs would be
higher than estimated.
|
|||||||
Allowance for diminution in value
of inventories
|
|||||||
If the costs of inventories fall
below their net realisable values, an allowance for diminution in value of
inventories is recognised. Net realisable value represents
the estimated selling price in the ordinary course of business, less the
estimated costs of completion and the estimated costs necessary to make
the sale. The Group bases the estimates on all available information,
including the current market prices of the
finished goods and raw materials, and historical operating costs. If the
actual selling prices were to be lower or the costs of completion were to
be higher than estimated, the actual allowance for diminution in value
of inventories could be higher than
estimated.
|
|||||||
43
|
POSSIBLE IMPACT OF AMENDMENTS, NEW
STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL
ACCOUNTING PERIOD ENDED 31 DECEMBER 2007
|
||||||
Up to the date of issue of these
financial statements,
the IASB has issued a number of amendments, new standards and
interpretations which are not yet effective for the annual accounting
period ended 31 December 2007 and which have not been adopted in these
financial statements.
|
|||||||
The Group is in the process of making an
assessment of what the impact of these amendments, new standards and new
interpretations is expected to be in the period of initial application and
has so far concluded that the adoption of these amendments, new standards
and new interpretations is unlikely
to have a significant impact on the Group’s results of operations and
financial position.
|
|||||||
44
|
POST BALANCE SHEET
EVENT
|
||||||
On 26 February 2008, the Company
issued convertible bonds with stock warrants due 2014 with an aggregate principal
amount of RMB 30 billion in the PRC (the “Bonds with Warrants”). The Bonds with Warrants, which
have a fixed interest rate of 0.8% per annum payable annually, were issued
at par value of RMB 100. Every ten Bonds with Warrants are entitled to a warrant of
50.5 shares of the Company’s A share at an initial exercise
price of RMB 19.68 per share.
|
|||||||
In March 2008, the Company
received a grant income of RMB 7,381 million as a compensation of losses
incurred due to the distortion of the correlation of
domestic refined petroleum product prices and the crude oil prices, and
the measures taken by the Group to stabilise the supply in the PRC refined
petroleum product market during the first quarter of
2008.
|
|||||||
45
|
PARENT AND ULTIMATE HOLDING
COMPANY
|
||||||
The directors consider the parent
and ultimate holding company of the Group as at 31 December 2007 is
Sinopec Group Company, a state-owned enterprise established in the PRC.
This entity does not produce financial statements available for public
use.
|
(c)
|
DIFFERENCES BETWEEN FINANCIAL
STATEMENTS PREPARED UNDER THE PRC ACCOUNTING STANDARDS FOR BUSINESS
ENTERPRISES AND IFRS
|
|
Other than the differences in the
classifications of certain financial statements captions and the accounting for the items
described below, there are no material differences between the
Group’s financial statements prepared
under the PRC Accounting Standards for Business Enterprises and IFRS. The
reconciliation presented below is included as supplemental information, is not
required as part of the basic financial statements and does not include
differences related to classification, display or disclosures. Such
information has not been subject to independent audit or review. The major
differences are:
|
||
(i)
|
Oil and gas
properties
|
|
The difference is primarily due to
that oil and gas properties are depreciated on a straight-line basis under
the PRC Accounting Standards for Business Enterprises. Under IFRS, oil and
gas properties are depreciated on the unit of production
method. In addition, due to the difference in the depreciation method of
oil and gas properties, the provision for impairment losses and reversal
of impairment loss under the PRC Accounting Standards for Business
Enterprises are measured differently from the
amounts recorded under IFRS.
|
||
(ii)
|
Revaluation of land use
rights
|
|
Under the PRC Accounting Standards
for Business Enterprises, land use rights are carried at revalued amount.
Under IFRS, land use rights are carried at historical cost less
amortisation. Accordingly, the surplus on the revaluation of land use
rights, credited to revaluation reserve, was
eliminated.
|
||
Effects of major differences
between the net profit under the PRC Accounting Standards for
Business Enterprises
and the profit for the year under IFRS are analysed as
follows:
|
Note
|
2007
|
2006
|
||||
RMB
millions
|
RMB
millions
|
|||||
Net profit under the PRC
Accounting Standards for Business Enterprises
|
57,153
|
52,983
|
||||
Adjustments:
|
||||||
Oil and gas
properties
|
(i)
|
523
|
2,478
|
|||
Reduced amortisation on
revaluation of land use rights
|
(ii)
|
30
|
30
|
|||
Effects of the above adjustments
on taxation and change in tax rate on deferred tax
|
1,037
|
(453)
|
||||
Profit for the
year under IFRS*
|
58,743
|
55,038
|
Effects of major differences
between the shareholders’ equity under the PRC Accounting
Standards for Business Enterprises and the total equity under IFRS are
analysed as follows:
|
Note
|
2007
|
2006
|
||||
RMB
millions
|
RMB
millions
|
|||||
Shareholders’ equity under the PRC Accounting
Standards for Business Enterprises
|
326,347
|
281,799
|
||||
Adjustments:
|
||||||
Oil and gas
properties
|
(i)
|
11,339
|
10,816
|
|||
Revaluation of land use
rights
|
(ii)
|
(1,042)
|
(1,072)
|
|||
Effects of the above adjustments
on taxation and change in tax rate on deferred
tax
|
(3,886)
|
(4,886)
|
||||
Total equity
under IFRS*
|
332,758
|
286,657
|
*
|
The above figure is extracted from
the financial statements prepared in accordance with IFRS which have been
audited by KPMG.
|
(D)
|
SUPPLEMENTAL INFORMATION ON OIL AND GAS PRODUCING
ACTIVITIES (UNAUDITED)
|
|
In accordance with the United
States Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas
Producing Activities”
(“SFAS No.
69”), this section provides
supplemental information on oil and gas exploration
and producing activities of the Group at 31 December 2007 and 2006, and
for the years then ended in the following six separate tables. Tables I
through III provide historical cost information under US GAAP pertaining
to capitalised costs related to oil and
gas producing activities; costs incurred in exploration and development;
and results of operations related to oil and gas producing activities.
Tables IV through VI present information on the Group’s estimated net proved reserve quantities; standardised
measure of discounted future net cash flows; and changes in the
standardised measure of discounted future net cash
flows.
|
Table I:
|
Capitalised costs related to oil
and gas producing activities
|
2007
|
2006
|
||
RMB millions
|
RMB
millions
|
||
Property
cost
|
—
|
—
|
|
Wells and related equipment and
facilities
|
244,231
|
203,551
|
|
Supporting equipment and
facilities
|
18,957
|
16,483
|
|
Uncompleted wells, equipment and
facilities
|
34,441
|
16,420
|
|
Total capitalised
costs
|
297,629
|
236,454
|
|
Accumulated depreciation,
depletion, amortisation and impairment allowances
|
(114,771)
|
(96,485)
|
|
Net capitalised
costs
|
182,858
|
139,969
|
Table II:
|
Cost incurred in exploration and
development
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Exploration
|
15,774
|
11,127
|
|
Development
|
49,829
|
32,054
|
|
Total cost
incurred
|
65,603
|
43,181
|
Table III:
|
Results of operations for oil and
gas producing activities
|
2007
|
2006
|
||||
RMB
millions
|
RMB
millions
|
||||
Revenues
|
|||||
Sales
|
20,092
|
21,683
|
|||
Transfers
|
107,473
|
105,656
|
|||
127,565
|
127,339
|
||||
Production costs excluding
taxes
|
(28,855)
|
(24,040)
|
|||
Exploration
expenses
|
(11,105)
|
(7,983)
|
|||
Depreciation, depletion,
amortisation and impairment allowances
|
(18,196)
|
(13,001)
|
|||
Taxes other than income
tax
|
(13,604)
|
(10,784)
|
|||
Income before income
tax
|
55,805
|
71,531
|
|||
Income tax
expense
|
(18,416)
|
(23,605)
|
|||
Results of operations from
producing activities
|
37,389
|
47,926
|
The results of operations for
producing activities for the years ended 31 December 2007 and 2006
are shown above.
Revenues include sales to unaffiliated parties and transfers (essentially
at third-party sales prices) to other segments of the Group. All revenues
reported in this table do not include royalties to others as there were
none. In accordance with SFAS No. 69, income taxes are
based on statutory tax rates, reflecting allowable deductions and tax
credits. General corporate overhead and interest income and expense are
excluded from the results of operations.
|
||
Table IV:
|
Reserve quantities
information
|
|
The Group’s estimated net proved underground
oil and gas reserves and changes thereto for the years ended 31 December
2007 and 2006 are shown in the following table.
|
||
Proved oil and gas reserves are
the estimated quantities of crude oil, natural gas, and natural gas liquids
which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions, i.e., prices and costs as of
the date the estimate is made. Prices include
consideration of changes in existing prices provided only by contractual
arrangements, but not on escalations based upon future conditions. Due to
the inherent uncertainties and the limited nature of reservoir data,
estimates of underground reserves are
subject to change as additional information becomes
available.
|
||
Proved reserves do not include
additional quantities recoverable beyond the term of the relevant
production licenses, or that may result from extensions of currently proved areas, or from
application of improved recovery processes not yet tested and determined
to be economical. The Group’s estimated proved reserves do not
include any quantities that are recoverable through application of
tertiary recovery techniques.
|
||
Proved developed reserves are the
quantities expected to be recovered through existing wells with existing
equipment and operating methods.
|
||
‘‘Net’’ reserves exclude royalties and
interests owned by others and reflect contractual arrangements in effect at the time of the
estimate.
|
2007
|
2006
|
||
Proved developed and undeveloped
reserves (oil) (million barrels)
|
|||
Beginning of
year
|
3,293
|
3,294
|
|
Revisions of previous
estimates
|
(250)
|
(10)
|
|
Improved
recovery
|
125
|
146
|
|
Extensions and
discoveries
|
148
|
148
|
|
Production
|
(292)
|
(285)
|
|
End of year
|
3,024
|
3,293
|
|
Proved developed
reserves
|
|||
Beginning of
year
|
2,903
|
2,870
|
|
End of year
|
2,651
|
2,903
|
|
Proved developed and undeveloped
reserves (gas) (billion cubic feet)
|
|||
Beginning of
year
|
2,856
|
2,952
|
|
Revisions of previous
estimates
|
222
|
(9)
|
|
Extensions and
discoveries
|
3,536
|
170
|
|
Production
|
(283)
|
(257)
|
|
End of year
|
6,331
|
2,856
|
|
Proved developed
reserves
|
|||
Beginning of
year
|
1,472
|
1,557
|
|
End of year
|
1,518
|
1,472
|
Table V:
|
Standardised measure of discounted future net
cash flows
|
|
The standardised measure of
discounted future net cash flows, related to the above proved oil and gas
reserves, is calculated in accordance with the requirements of SFAS No.
69. Estimated future cash inflows from production are computed by
applying year-end prices for oil and gas to year-end quantities of
estimated net proved reserves. Future price changes are limited to those
provided by contractual arrangements in existence at the end of each
reporting year. Future development and production
costs are those estimated future expenditures necessary to develop and
produce year-end estimated proved reserves based on year-end cost indices,
assuming continuation of year-end economic conditions. Estimated future
income taxes are calculated by
applying appropriate year-end statutory tax rates to estimated future
pre-tax net cash flows, less the tax basis of related assets. Discounted
future net cash flows are calculated using 10% midperiod discount factors.
This discounting requires a year-by-year
estimate of when the future expenditure will be incurred and when the
reserves will be produced.
|
||
The information provided does not
represent management’s estimate of the
Group’s expected future cash flows or
value of proved oil
and gas reserves. Estimates of proved reserve quantities are imprecise and
change over time as new information becomes available. Moreover, probable
and possible reserves, which may become proved in the future, are excluded
from the calculations. The arbitrary valuation prescribed
under SFAS No. 69 requires assumptions as to the timing and amount of
future development and production costs. The calculations are made for the
years ended 31 December 2007 and 2006 and should not be relied upon as an
indication of the Group’s future cash flows or value of
its oil and gas reserves.
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Future cash
flows
|
1,835,471
|
1,235,524
|
|
Future production
costs
|
(799,408)
|
(487,895)
|
|
Future development
costs
|
(68,970)
|
(33,523)
|
|
Future income tax
expenses
|
(196,103)
|
(189,465)
|
|
Undiscounted future net cash
flows
|
770,990
|
524,641
|
|
10% annual discount for estimated
timing of cash flows
|
(349,987)
|
(241,180)
|
|
Standardised measure of discounted
future net cash flows
|
421,003
|
283,461
|
Table VI:
|
Changes in the standardised
measure of discounted future net cash
flows
|
2007
|
2006
|
||
RMB
millions
|
RMB
millions
|
||
Sales and transfers of oil and gas
produced, net of production costs
|
(77,522)
|
(92,849)
|
|
Net changes in prices and
production
costs
|
165,191
|
(114,796)
|
|
Net change due to extensions,
discoveries and improved recoveries
|
68,788
|
51,445
|
|
Revisions of previous quantity
estimates
|
(46,980)
|
(1,207)
|
|
Previously estimated development
costs incurred during the year
|
8,783
|
8,516
|
|
Accretion of
discount
|
23,726
|
30,190
|
|
Net change in income
taxes
|
(4,716)
|
43,784
|
|
Others
|
272
|
332
|
|
Net change for the
year
|
137,542
|
(74,585)
|
STATUTORY
NAME
|
NEWSPAPERS FOR
INFORMATION
|
||||||
中国石油化工股份有限公司
|
DISCLOSURE
|
||||||
Wen Wei Po (Hong Kong)
|
|||||||
ENGLISH
NAME
|
China Daily
|
||||||
China Petroleum & Chemical
Corporation
|
(in
English)
|
||||||
China Securities
Journal
|
|||||||
CHINESE
ABBREVIATION
|
Shanghai Securities
News
|
||||||
中国石化
|
Securities
Times
|
||||||
ENGLISH
ABBREVIATION
|
INTERNET WEBSITE PUBLISHING
THIS
|
||||||
Sinopec
Corp.
|
ANNUAL REPORT DESIGNATED BY
THE
|
||||||
CHINA SECURITIES
REGULATORY
|
|||||||
LEGAL
REPRESENTATIVE
|
COMMISSION
|
||||||
Mr. Su
Shulin
|
http://www.sse.com.cn
|
||||||
REGISTERED ADDRESS AND
PLACE OF
BUSINESS
|
LEGAL
ADVISORS
|
||||||
6A Huixindong
Street
|
People’s Republic of China:
|
||||||
Chaoyang
District
|
Haiwen &
Partners
|
||||||
Beijing, PRC
|
21st Floor, Beijing Silver Tower
|
||||||
Postcode
|
: 100029
|
No. 2, Dong San Huan North
Road
|
|||||
Tel.
|
: 86-10-64990060
|
Chaoyang
District
|
|||||
Fax
|
: 86-10-64990022
|
Beijing PRC
|
|||||
Website
|
: http://www.sinopec.com
|
Postcode:
100027
|
|||||
E-mail
addresses
|
: ir@sinopec.com
|
||||||
media@sinopec.com
|
Hong Kong:
|
||||||
Herbert
Smith
|
|||||||
PLACE OF BUSINESS IN HONG
KONG
|
23rd Floor, Gloucester Tower
|
||||||
20th Floor, Office Tower
|
11 Pedder
Street
|
||||||
Convention
Plaza
|
Central, Hong
Kong
|
||||||
1 Harbour
Road
|
|||||||
Wanchai
|
United States:
|
||||||
Hong Kong
|
Skadden, Arps, Slate, Meagher
& Flom LLP
|
||||||
30th Floor, Tower II, Lippo
Centre
|
|||||||
AUTHORISED REPRESENTATIVES
|
89
Queensway
|
||||||
Mr. Wang
Tianpu
|
Hong Kong
|
||||||
Mr. Chen Ge
|
|||||||
PRINCIPAL
BANKERS
|
|||||||
SECRETARY TO THE BOARD OF
DIRECTORS
|
Bank of
China
|
||||||
Mr. Chen Ge
|
410 Fuchengmennei
Street
|
||||||
Xicheng
District
|
|||||||
REPRESENTATIVE ON SECURITIES
MATTERS
|
Beijing, PRC
|
||||||
Mr. Huang
Wensheng
|
|||||||
Address
|
:
|
6A Huixindong
Street
|
Industrial and Commercial Bank of
China
|
||||
Chaoyang
District
|
55 Fuxingmennei
Avenue
|
||||||
Beijing, PRC
|
Xicheng
District
|
||||||
Postcode
|
:
|
100029
|
Beijing, PRC
|
||||
Tel.
|
:
|
86-10-64990060
|
|||||
Fax
|
:
|
86-10-64990022
|
China Construction
Bank
|
||||
25 Finance
Street
|
|||||||
Xicheng
District
|
|||||||
Beijing, PRC
|
|||||||
China Development
Bank
|
|||||||
29 Fuchengmenwai
Street
|
|||||||
Xicheng
District
|
|||||||
Beijing, PRC
|
REGISTRARS
|
ADRs:
|
||||||||
H Shares:
|
New York Stock
Exchange
|
||||||||
Hong Kong Registrars
Limited
|
Stock name
|
SINOPEC
CORP
|
|||||||
46th Floor, Hopewell Centre
|
Stock code
|
:
|
SNP
|
||||||
183 Queen’s Road East
|
|||||||||
Hong Kong
|
London Stock
Exchange
|
||||||||
Stock name
|
:
|
SINOPEC
CORP
|
|||||||
A Shares:
|
Stock code
|
:
|
SNP
|
||||||
China Securities Registration and
Clearing
|
|||||||||
Company Limited Shanghai Branch
Company
|
A
Shares:
|
||||||||
166 Lujiazui East
Road
|
Shanghai Stock
Exchange
|
||||||||
Shanghai,
PRC
|
Stock name
|
:
|
SINOPEC
CORP
|
||||||
Stock code
|
:
|
600028
|
|||||||
DEPOSITARY FOR
ADRs
|
|||||||||
The US:
|
FIRST REGISTRATION DATE
OF
|
||||||||
Citibank,
N.A.
|
SINOPEC
CORP.
|
||||||||
388 Greenwich St., 14th
Floor
|
25 February
2000
|
||||||||
New York NY 10013
|
|||||||||
United States of
America
|
FIRST REGISTRATION PLACE OF
|
||||||||
SINOPEC
CORP.
|
|||||||||
COPIES OF THIS ANNUAL
REPORT
|
6A Huixindong Street, Chaoyang
District,
|
||||||||
ARE AVAILABLE
AT
|
Beijing, PRC
|
||||||||
The PRC:
|
|||||||||
China Petroleum & Chemical
Corporation
|
ENTERPRISE LEGAL BUSINESSES
LICENSE
|
||||||||
Board
Secretariat
|
REGISTRATION
NO.
|
||||||||
6A Huixindong
Street
|
1000001003298
(10-10)
|
||||||||
Chaoyang
District
|
|||||||||
Beijing PRC
|
TAXATION REGISTRATION NO.
|
||||||||
Jing Guo Shui Chao Zi
110105710926094
|
|||||||||
The US:
|
|||||||||
Citibank,
N.A.
|
NAMES AND ADDRESSES OF AUDITORS OF
SINOPEC CORP.
|
||||||||
388 Greenwich St., 14th
Floor
|
Domestic
Auditors
|
:
|
KPMG Huazhen
Certified
|
||||||
New York NY 10013
|
Public
Accountants
|
||||||||
United States of America
|
Address
|
:
|
8/F, Office Tower E2
|
||||||
Oriental Plaza
|
|||||||||
The UK:
|
1 East Chang An
Avenue
|
||||||||
Citibank,
N.A.
|
Dong Cheng
District
|
||||||||
Citigroup
Centre
|
Beijing 100738,
PRC
|
||||||||
Canada Square, Canary Wharf
|
|||||||||
London E14 5LB, U.K.
|
Overseas
Auditors
|
:
|
KPMG Certified
Public
|
||||||
Accountants
|
|||||||||
PLACES OF LISTING OF SHARES,
STOCK
|
Address
|
:
|
8th
Floor
|
||||||
NAMES AND STOCK
CODES
|
Prince’s
Building
|
||||||||
H Shares:
|
Central, Hong
Kong
|
||||||||
Hong Kong Stock
Exchange
|
|||||||||
Stock name
|
:
|
Sinopec
Corp
|
|||||||
Stock code
|
:
|
0386
|
The following documents will be
available for inspection during normal business hours after 3 April 2008
(Thursday) at the registered address of Sinopec Corp. upon requests by the
relevant regulatory authorities and shareholders in accordance with the Articles of
Association of Sinopec Corp. and the laws and regulations of the
PRC:
|
|||
a)
|
The original annual report signed
by the Chairman and the President;
|
||
b)
|
The original audited financial
statements and audited consolidated financial statements of Sinopec
Corp. for the year ended 31 December 2007, prepared in accordance with
ASBE and IFRS signed by the Chairman Mr. Su Shulin, director, President
Mr. Wang Tianpu, the Chief Financial Officer Mr. Dai Houliang
and the head of the Corporate Finance Department Mr.
Liu Yun;
|
||
c)
|
The original auditors’ reports in respect of the above
financial statements signed by the auditors; and
|
||
d)
|
All original copies of the
documents and announcements Sinopec Corp. has published in the newspapers stipulated by the
China Securities Regulatory Commission during the reporting
period.
|
||
By Order of the
Board
|
|||
Su Shulin
|
|||
Chairman
|
|||
Beijing, PRC, 3 April
2008
|
|||
|
CONFIRMATION FROM THE DIRECTORS
AND SENIOR MANAGEMENT
|