form6-k.htm
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of August, 2012

CHINA PETROLEUM & CHEMICAL CORPORATION
22 Chaoyangmen North Street,
Chaoyang District, Beijing, 100728
People's Republic of China
Tel: (8610) 59960114

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

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
Yes ____                                No ü
 
(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
N/A


 
 

 

This Form 6-K consists of:

A copy of 2012 interim report of China Petroleum & Chemical Corporation (the “Registrant”), made by the Registrant on August 24, 2012.




 
 

 

CONTENTS

2
Company Profile
   
4
Principal Financial Data and Indicators
   
6
Changes in Share Capital and Shareholdings of
 
Principal Shareholders
   
8
Business Review and Prospects
   
12
Management’s Discussion and Analysis
   
23
Significant Events
   
31
Directors, Supervisors and Senior Management
   
32
Financial Statements
   
145
Documents for Inspection
   
146   
Written Confirmation from the Directors and
 
Senior Management

This interim report contains forward-looking statements. All statements, other than statements of historical facts, that address business activities, events or developments that the Company expects or anticipates will or may occur in the future (including, but not limited to projections, targets, reserves and other estimates and business plans) are forward-looking statements. The actual results or developments of the Company may differ materially from those indicated by these forward-looking statements as a result of various factors and uncertainties. The Company makes the forward-looking statements referred to herein as at 24 August 2012 and, unless otherwise required by the relevant regulatory authorities, undertakes no obligation to update these statements.
 
 
1

 

COMPANY PROFILE

IMPORTANT NOTICE: THE BOARD OF DIRECTORS AND THE BOARD OF SUPERVISORS OF CHINA PETROLEUM & CHEMICAL CORPORATION (SINOPEC CORP.) AND ITS DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT WARRANT THAT THERE ARE NO FALSE REPRESENTATIONS, MISLEADING STATEMENTS OR MATERIAL OMISSIONS CONTAINED IN THIS INTERIM REPORT, AND SEVERALLY AND JOINTLY ACCEPT FULL RESPONSIBILITY FOR THE AUTHENTICITY, ACCURACY AND COMPLETENESS OF THE INFORMATION CONTAINED IN THIS INTERIM REPORT. THERE IS NO OCCUPANCY OF NON-OPERATING FUNDS BY THE SUBSTANTIAL SHAREHOLDERS OF SINOPEC CORP. MR. ZHANG JIANHUA, DIRECTOR OF SINOPEC CORP., DID NOT ATTEND THE SECOND MEETING OF THE FIFTH SESSION OF THE BOARD. FOR REASONS OF OFFICIAL DUTIES. MR. ZHANG JIANHUA AUTHORISED MR. WANG ZHIGANG TO VOTE ON HIS BEHALF IN RESPECT OF THE RESOLUTIONS PUT FORWARD IN THE MEETING OF THE BOARD. MR. FU CHENGYU, CHAIRMAN OF THE BOARD, MR. WANG TIANPU, VICE CHAIRMAN AND PRESIDENT AND MR. WANG XINHUA, CHIEF FINANCIAL OFFICER AND HEAD OF THE CORPORATE FINANCE DEPARTMENT WARRANT THE AUTHENTICITY AND COMPLETENESS OF THE INTERIM FINANCIAL STATEMENTS CONTAINED IN THIS INTERIM REPORT.

THE INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2012 OF SINOPEC CORP. AND ITS SUBSIDIARIES (THE COMPANY), PREPARED IN ACCORDANCE WITH THE ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (ASBE) OF THE PRC, AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS), HAVE BEEN AUDITED BY KPMG HUAZHEN (SPECIAL GENERAL PARTNERSHIP) AND KPMG CERTIFIED PUBLIC ACCOUNTANTS (KPMG) RESPECTIVELY, AND BOTH FIRMS HAVE ISSUED STANDARD UNQUALIFIED OPINIONS ON THE INTERIM FINANCIAL STATEMENTS CONTAINED IN THIS INTERIM REPORT.

COMPANY PROFILE
Sinopec Corp. is one of the largest integrated energy and chemical companies in China, with upstream, midstream and downstream operations. The principal operations of the Company include: the exploration and production, pipeline transportation and sales of petroleum and natural gas; petroleum refining; production; storage and transportation of petroleum products, petrochemical products, synthetic fiber, fertilizer and other chemical products; import & export, as well as import and export agency business of oil, natural gas, petroleum products, petrochemical and chemical products, and other commodities and technologies; and research, development and application of technologies and information.

Sinopec Corp. holds true to its mission of Developing the Company, Contributing to the Country, Creating Shareholder Value, Promoting Social Responsibility and Employee Well-being. It operates to the highest standards of integrity and business ethics, achieves mutual success with partners through collaboration. Through our dedication to building Sinopec into an environment-friendly and resource-efficient national flagship, together with our professionalism, innovation and passion to deliver results, we will strive to realize the group’s vision of becoming a first-class global energy and chemical corporation.

 
2

 

BASIC INFORMATION
 
LEGAL NAME
中国石油化工股份有限公司
 
CHINESE ABBREVIATION
中国石化
 
ENGLISH NAME
China Petroleum & Chemical Corporation
 
ENGLISH ABBREVIATION
Sinopec Corp.
 
LEGAL REPRESENTATIVE
Mr. Fu Chengyu
 
AUTHORISED REPRESENTATIVE
Mr. Wang Tianpu
Mr. Huang Wensheng
 
SECRETARY TO THE BOARD OF DIRECTORS
Mr. Huang Wensheng
 
REPRESENTATIVE ON SECURITIES MATTERS
Mr. Sang Jinghua
 
REGISTERED ADDRESS, PLACE OF BUSINESS AND CORRESPONDENCE ADDRESS
22 Chaoyangmen North Street,
Chaoyang District, Beijing, China
Postcode: 100728
Tel: 86-10-59960028
Fax: 86-10-59960386
Website: http://www.sinopec.com
E-mail:                      ir@sinopec.com
media@sinopec.com
 
   PLACE OF BUSINESS IN HONG KONG
20th Floor, Office Tower,
Convention Plaza,
1 Harbour Road,
Wanchai, Hong Kong
 
NEWSPAPERS FOR INFORMATION DISCLOSURE IN MAINLAND CHINA
China Securities Journal
Shanghai Securities News
Securities Times
 
WEBSITES PUBLISHING THIS INTERIM REPORT
Designated by the China Securities Regulatory Commission:
http://www.sse.com.cn
 
The Stock Exchange of Hong Kong Limited (Hong Kong Stock Exchange):
http://www.hkex.com.hk
 
The Company’s Website:
http://www.sinopec.com
 
PLACES WHERE THE INTERIM REPORT IS AVAILABLE FOR INSPECTION
China: Board Secretariat
Sinopec Corp.
22 Chaoyangmen North Street,
Chaoyang District, Beijing, China
 
USA:   Citibank N.A.
388 Greenwich St., 14th Floor
New York, NY 10013 USA
 
UK:     Citibank N. A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB UK
 
PLACES OF LISTING OF SHARES, STOCK NAMES AND STOCK CODES
AShares:     Shanghai Stock Exchange
Stock name: 中国石化
Stock code: 600028
 
HShares:    Hong Kong Stock Exchange
Stock code: 0386
 
ADR:          New York Stock Exchange
Stock code: SNP
 
London Stock Exchange
Stock code: SNP
 
FIRST REGISTRATION DATE OF
SINOPEC CORP.
25 February 2000
 
FIRST REGISTRATION PLACE OF
SINOPEC CORP.
6A Huixindong Street,
Chaoyang District,
Beijing, PRC
 
ENTERPRISE LEGAL BUSINESSES LICENSE REGISTRATION NO.
100000000032985 (10-10)
 
TAXATION REGISTRATION NO.
Jing Guo Shui Chao Zi 110105710926094
 
ORGANIZATION CODE
71092609-4
 
NAMES AND ADDRESSES OF AUDITORS OF SINOPEC CORP.
Domestic Auditors:  KPMG Huazhen (Special General Partnership)
Address:                   8/F, Office Tower E2
Oriental Plaza
1 East Chang’an Avenue
Dongcheng District
Beijing 100738, PRC
 
Overseas Auditors:   KPMG Certified Public
Accountants
Address:                   8th Floor
Prince’s Building
Central, Hong Kong
 
 
3

 

PRINCIPAL FINANCIAL DATA AND INDICATORS

1  
FINANCIAL DATA AND INDICATORS PREPARED IN ACCORDANCE WITH CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (ASBE)

             
Changes
 
 
At 30 June
   
At 31 December
   
from the end
 
 
2012
   
2011
   
of last year
 
Items
RMB millions
   
RMB millions
   
(%)
 
                 
Total assets
  1,168,178       1,130,053       3.4  
Total equity attributable to shareholders of the Company
  482,730       474,399       1.8  
Net assets per share attributable to shareholders of the Company (RMB)
  5.560       5.472       1.6  

             
Changes
 
             
over the same
 
  Six-month period ended 30 June    
period of the
 
 
2012
   
2011
   
preceding year
 
Items
RMB millions
   
RMB millions
   
(%)
 
                 
Operating profit
  33,508       56,237       (40.4 )
Profit before taxation
  34,283       56,755       (39.6 )
Net profit attributable to shareholders of the Company
  23,697       40,239       (41.1 )
Net profit attributable to shareholders of the Company before extraordinary gain and loss
  23,259       39,824       (41.6 )
Weighted average return on net assets (%)
  4.89       9.10       (4.21 )
                 
percentage points
 
Basic earnings per share (RMB)
  0.273       0.464       (41.2 )
Diluted earnings per share (RMB)
  0.263       0.452       (41.8 )
Basic earnings per share (before extraordinary gain and loss) (RMB)
  0.268       0.459       (41.6 )
Net cash flow from operating activities
  20,554       30,863       (33.4 )
Net cash flow from operating activities per share (RMB)
  0.237       0.356       (33.4 )

Extraordinary items and corresponding amounts:

  Six-month period ended 30 June 2012  
 
(Income)/expense
 
Items
RMB millions
 
     
Gain on disposal of non-current assets
  (459 )
Donations
  42  
Gain on holding and disposal of various investments
  115  
Other extraordinary income and expenses, net
  (348 )
Subtotal
  (650 )
Tax effect
  163  
Total
  (487 )
Attributable to:
     
Equity shareholders of the Company
  (438 )
Minority interests
  (49 )
 
 
4

 

2  
FINANCIAL DATA AND INDICATORS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

             
Changes
 
             
over the same
 
 
Six-month periods ended 30th June
   
period of the
 
 
2012
   
2011
   
preceding year
 
Items
RMB millions
   
RMB millions
   
(%)
 
                 
Operating profit
  40,083       58,439       (31.4 )
Profit attributable to equity shareholders of the Company
  24,503       41,174       (40.5 )
Return on capital employed (%)
  3.65       6.58       (2.93 )
                 
percentage points
 
Basic earnings per share (RMB)
  0.282       0.475       (40.6 )
Diluted earnings per share (RMB)
  0.272       0.462       (41.1 )
Net cash generated from operating activities
  20,322       30,570       (33.5 )
Net cash generated from operating activities per share (RMB)
  0.234       0.353       (33.7 )
                       
                 
Changes
 
 
At 30 June
   
At 31 December
   
from the end
 
    2012       2011    
of last year
 
Items
RMB millions
   
RMB millions
   
(%)
 
                       
Total assets
  1,181,287       1,144,528       3.2  
Total equity attributable to equity shareholders of the Company
  480,398       472,328       1.7  
Net assets per share (RMB)
  5.533       5.448       1.6  
 
 
5

 

CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS

1  
CHANGES IN THE SHARE CAPITAL OF SINOPEC CORP.
Unit: 1,000 shares

   
Before Change
         
Increase/Decreasenote
         
After Change
 
       
Percentage
   
New share
   
Bonus
   
Conversion
                     
Percentage
 
   
Number
 
(%)
   
issued
   
issued
   
from reserve
   
Others
   
Sub-total
   
Number
   
(%)
 
                                                     
RMB ordinary shares
  69,922,074     80.65                         117,715       117,715       70,039,789       80.67  
Foreign shares listed domestically
                                                 
Foreign shares listed overseas
  16,780,488     19.35                                     16,780,488       19.33  
Others
                                                 
Total Shares
  86,702,562     100                         117,715       117,715       86,820,277       100  

 
Note:   
From 1 January 2012 to 30 June 2012, Sinopec A share increased by 117,715,000 shares as a result of the exercise of conversion by some convertible bonds holders.

2
NUMBER OF SHAREHOLDERS AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS
 
As at 30 June 2012, there were a total of 779,143 shareholders of Sinopec Corp., of which 772,536 were holders of A share and 6,607 were holders of H shares. The public float of Sinopec Corp. satisfied the minimum requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Hong Kong Listing Rules).

 
(1)    Top ten shareholders
Unit: 1,000 shares

       
As a
   
Total
             
       
percentage
   
shares held
   
Number
   
Number
 
       
of total shares
   
at the end
   
of shares
   
of shares
 
   
Nature of
 
at the end of the
   
of reporting
   
with selling
   
pledged or
 
Name of Shareholders
 
shareholders
 
reporting period %
   
period
   
restrictions
   
lock-ups
 
                             
China Petrochemical Corporation
 
A share
    75.79       65,797,128       0       0  
HKSCC (Nominees) Limited
 
H share
    19.20       16,676,361       0    
Unknow
 
Guotai Junan Securities Co., Ltd
 
A share
    0.22       188,634       0       0  
China Life-Dividend-Individual Dividend 005L-FH002 Shanghai
 
A share
    0.15       133,430       0       0  
PICC Life-Dividend-Individual Insurance Dividend
 
A share
    0.11       98,428       0       0  
China Southern Select Fund
 
A share
    0.07       58,300       0       0  
Taikang Life Insurance Co., Ltd, Dividend Individual Dividend-019
 
A share
    0.06       52,683       0       0  
Huaan Hongli Securities Inv. Fund
 
A share
    0.06       50,800       0       0  
Harvest Theme New Dynamic Equity Securities Investment Fund
 
A share
    0.05       47,430       0       0  
SSE 50 ETF Open Index Securities Inv. Fund
 
A share
    0.04       37,610       0       0  

 
Note:   
Sinopec Century Bright Capital Investment Limited, a wholly-owned overseas subsidiary of China Petrochemical Corporation, holds 425,500,000 H shares, which are included in the total number of shares held by HKSCC Nominees Limited.
     
 
Statement on the connected relationship or activity in concert among the aforementioned shareholders:
     
 
We are not aware of any connection or activities in concert among or between the top ten shareholders.
 
 
6

 
 
 
(2)  
Information disclosed by the shareholders of H Shares according to the Securities and Futures Ordinance as at 30 June 2012

       
Number of
   
As a percentage
 
       
shares with
   
of total interests
 
       
interests held
   
(H share) of
 
       
or regarded as
   
Sinopec Corp.
 
Name of shareholders
 
Status of shareholders
 
being held (share)
   
(%)
 
                 
JPMorgan Chase & Co.
 
Beneficial owner
    196,976,157(L)       1.17(L)  
          34,598,330(S)       0.21(S)  
   
Investment manager
    420,609,627(L)       2.51(L)  
   
Custodian corporation/Approved lending agent
    908,622,581(L)       5.41(L)  
Blackrock, Inc.
 
Interests of corporation controlled
    1,103,504,474(L)       6.58(L)  
   
by the substantial shareholder
    186,800,976(S)       1.11(S)  
Templeton Asset Management Ltd.
 
Investment manager
    1,006,669,203(L)       6.00(L)  

 
Note:   
(L): Long position, (S): Short position.

3  
CHANGES IN THE CONTROLLING SHAREHOLDERS AND THE EFFECTIVE CONTROLLER
 
There was no change in the controlling shareholder or the effective controller in the reporting period.
 
 
7

 

BUSINESS REVIEW AND PROSPECTS
 
BUSINESS REVIEW

The first half of 2012 witnessed an economic slow-down in the United States, the debt crisis and consequent recession in Europe, and slower growth in China and other emerging markets. The Chinese government focused on progress in stability, and took a series of measures to maintain stable growth. China’s GDP grew by 7.8% over the same period last year, with 8.1% growth in the first quarter and 7.6% in the second quarter. Given the geo-political uncertainty and the weakening demand due to the global economic slow-down, the international price of crude oil rose and then dropped in the first half of 2012. Brent spot price soared to US$128 per barrel in the first quarter and dropped to US$100 per barrel in the second quarter, averaging at US$113.34 per barrel in the first half, a year-on-year increase of 1.96%. The domestic market for refined oil products was well supplied, and the government made four adjustments in product prices in line with international crude price development, keeping tight price regulation. The chemicals market saw intense competition, leading to a drastic drop in product prices. According to the Company’s statistics for the first half of the year, domestic apparent consumption of oil products (including gasoline, diesel and kerosene) increased by 3.0%, and consumption of ethylene equivalents increased by 4.0%.
 


PRODUCTION AND OPERATION
     
 
(1) 
Exploration and Production Segment
   
In oil exploration, we made discoveries in a number of territories, including the Tahe oil field in the Tarim Basin, the southern Ordos Basin, the western and northern rims of the Junngar Basin, and the Jiyang depression of the Shengli oil field. In gas exploration, we made new discoveries in the middle and shallow strata of the western Sichuan Basin, the deep strata of the Yuanba area in northeastern Sichuan, and the northern Ordos Basin. In oil field development and production, we achieved sustained oil production growth as a result of the advances in tapping mature oil fields’ potentials, ramping up in key tight oil reservoirs and improving oil recovery rate. In gas field development, our key projects were well under way. We put into operation the Dawan block of the Puguang Gas Field, achieved good progress in the Yuanba Gas Field, and progressed smoothly in middle and shallow strata of the western Sichuan Basin and the Ordos Basin, as momentum continued well on track. The Company produced 163.09 million barrels of crude oil in the first half of 2012, a year-on-year increase of 4.3%. Domestic oil production increased by 1.2% year-on-year and overseas production increased significantly compared with the same period last year due to the overhaul of offshore production facilities in 2011. Natural gas output grew to 289.78 billion cubic feet, representing an increase of 14.1%.
 
 
8

 

 
   
Exploration and Production: Summary of Operations

 
Six-month periods ended 30 June
   
Changes
 
 
2012
   
2011
   
%
 
                 
Oil and gas production (mmboe)
  211.42       198.63       6.4  
Crude oil production (mmbbls) Note 1
  163.09       156.32       4.3  
China
  151.96       150.22       1.2  
Overseas
  11.13       6.10       82.5  
Natural gas production (bcf)Note 2
  289.78       253.88       14.1  

 
Note 1:  
For domestic production of crude oil, 1 tonne = 7.1 barrels; for production of crude oil in Africa, 1 tonne = 7.27 barrels.
 
Note 2:
For production of natural gas, 1cubic meter=35.31 cubic feet.

 
(2)  
Refining Segment
   
In spite of the tight price regulation on domestic refined oil products and the misalignment with the international crude price in the first half of 2012, we optimized the procurement, transportation and allocation of crude oil to reduce costs, and maintained steady and safe operations of refining facilities. We adjusted the refining throughput and utilization rate in accordance with market changes. We optimized product slate and increased the output of high-spec gasoline. We implemented plans to revamp and expand our refineries in an effort to upgrade the quality of oil products and supply cleaner products. Refinery throughput was 110 million tonnes in the first half of the year, representing a year-on-year increase of 1.1%. Light yield increased by 0.94 percentage point compared with the same period of 2011.
     
   
Refining: Summary of Operations

  Six-month periods ended 30 June    
Changes
 
 
2012
   
2011
   
(%)
 
                 
Refinery throughput (million tonnes)
  109.76       108.53       1.1  
Gasoline, diesel and kerosene production (million tonnes)
  65.95       63.40       4.0  
Gasoline (million tonnes)
  19.61       18.18       7.8  
Diesel (million tonnes)
  39.10       38.44       1.7  
Kerosene (million tonnes)
  7.25       6.77       7.1  
Light chemical feedstock production (million tonnes)
  18.53       18.57       (0.2 )
Light yield (%)
  77.20       76.26       0.94  
                 
Percentage points
 
Refining yield (%)
  95.41       95.30       0.11  
                 
Percentage points
 

 
Note:  
1.  
Refinery throughput is converted at 1 tonne = 7.35 barrels
   
2.
100% production of joint ventures was included.
 
 
9

 
 
 
(3)
Marketing and Distribution
   
In the first half of 2012, Sinopec Corp. adjusted operation strategies to actively respond to the changes in the market demand. In the first quarter, the Company increased the proportion of retail volume to achieve higher profitability. In the second quarter, in spite of continued drop in international oil price and weakening market demand, the Company intensified marketing activities and controlled the inventory level effectively. The Company strengthened quality management for outsourced oil products. We provided value-added services including e-commerce and promoted non-fuel businesses. In the first half, the total sales volume of oil products increased to 82.67 million tonnes, up by 2.8% year-on-year.
     
   
Marketing and Distribution: Summary of Operations

 
Six-month periods ended 30th June
   
Changes
 
 
2012
   
2011
   
%
 
                 
Total sales volume of oil products (million tonnes)
  82.67       80.42       2.8  
Total domestic sales volume of oil products (million tonnes)
  77.03       75.10       2.6  
Retail (million tonnes)
  53.15       50.20       5.9  
Direct sales (million tonnes)
  15.68       15.89       (1.3 )
Wholesales (million tonnes)
  8.2       9.01       (9.0 )
Annualised average throughput per station (tonne/station)
  3,489       3,341       4.4  
                       
 
On 30th June 2012
   
On 31st December 2011
   
Changes
from the end of last year
 
 
(%)
                 
                       
Total numbers of domestic service stations
  30,484       30,121       1.2  
Company-operated
  30,471       30,106       1.2  

 
(4)
Chemicals
   
In the first half of 2012, the Company lowered the plant loads for ethylene and synthetic resin according to supply and demand. We took advantage of production synergies and optimised supply-chain management, leveraging lighter hydrocarbon feedstock and increasing resource efficiency. We produced marketable and high value-added products, accelerated research and development on new products and performance compounds for synthetic resin. As a result, synthetic resin new products and performance compounds reached 52.0%, differentiated fiber reached 67.5% of total produced. We developed a strong customer base by improving service quality. Production of ethylene was 4.81 million tonnes in the first half of 2012, down by 4.1% year on year, and the total sales of chemical products were 26.15 million tonnes, up by 4.2% year on year.
     
   
Summary of Production of Major Chemical Products
Unit: 1,000 tonnes

 
Six-month periods ended 30th June
   
Changes
 
 
2012
   
2011
   
(%)
 
                 
Ethylene
  4,810       5,015       (4.1 )
Synthetic resin
  6,701       6,834       (2.0 )
Synthetic fibre monomer and polymer
  4,580       4,744       (3.5 )
Synthetic fibre
  674       705       (4.4 )
Synthetic rubber
  475       526       (9.5 )

 
Note:  
100% production of joint ventures was included.
 
 
10

 
 
2
COST CUTTING
 
To deliver the total cost management target, the Company vigorously reduced non-productive expenditure and kept costs and expenses within our budget in the first half of 2012. The Company strengthened its process management in crude sourcing and logistics, and achieved a better control of crude cost. On finance management, the Company reduced financing cost by strengthening fund operations and broadening fund-raising channels. The Company reduced procurement cost through centralised procurement and storage management.
   
3  
HSE, ENERGY CONSERVATION AND EMISSION REDUCTION
 
The Company implemented the accountability system and strengthened assessment and supervision on HSE management to ensure safe and stable operation of the facilities in the first half of 2012. The Company has taken green and low-carbon initiatives, advanced technology innovation and energy performance contracts, and focused on energy-saving and environmental protection in the course of energy development, processing and utilization. To well implement corporate social responsibility, the Board of Directors set up the CSR Management Committee to monitor the Company’s CSR performance in HSE, green and low-carbon development. In the first half of 2012, the Company’s energy intensity dropped by 2.0%, COD in waste water discharge shrank by 4.1% and sulfur dioxide discharge fell by 3.3%.
   
4
CAPITAL EXPENDITURE
 
The Company’s capital expenditures in the first half reached RMB 51.504 billion, of which RMB 21.839 billion were used in the Exploration and Production segment, mainly for the Shengli shallow water oilfield, the Tahe oil field in the northwest, the Ordos oil and gas fields, the Sichuan Basin and the Shandong LNG project. RMB 10.427 billion were used in the Refining segment, mainly for upgrading the quality of diesel products and revamping and expansion of refining projects in Shanghai Petrochemical and Jinling. RMB 6.341 billion were used in the Chemicals segment for the construction of such projects as the Wuhan 800 thousand tpa ethylene project, the Yanshan butyl rubber project and the Yizheng BDO project. RMB 12.39 billion were used in the Marketing and Distribution segment, mainly for construction and acquisition of service stations, oil depots and oil product pipelines in highways, major cities and urban development areas, and non-fuel business, IC card value-added service with 704 new service stations added. RMB 507 million were used for the Corporate and Others, mainly for R&D facilities and IT projects construction.
 
BUSINESS PROSPECTS
Looking into the second half of the year, the Chinese government is expected to implement a number of fiscal and monetary policies in pursuit of steady economic growth, driving infrastructure investment and domestic consumer spending. Given these macro-control policies to be in place in the second half of 2012, we expect the domestic demand for refined oil products and chemicals will steadily increase, which provides favorable conditions for the Company to scale up business operations.

In line with the macro economic forecast in the second half of 2012, we will step up market development effort, vigorously optimise operations, and strengthen HSE, so as to deliver sustained growth.

In exploration, the Company will focus on reserve and volume growth, advancing exploration in key areas, tracking the evaluation on risk well drilling, ramping up production in key areas and significant natural gas projects, strengthening the development, management and enhanced oil recovery in mature oil fields. The Company will step up efforts in exploration and development of unconventional resources, building production capacity in Fuling continental shale gas project, preparing for the coal-bed-methane production in the southern part of Yanchuan through various pilot well development programs. In the second half of 2012, the Company plans to produce 163.75 million barrels of crude oil (including 154.61 million barrels of domestic production and 9.14 million barrels of overseas production), and 293.07 billion cubic feet of natural gas.

In refining, we will optimise crude sourcing and allocation, increase resource efficiency, and rationalise refinery utilisation. The Company will take into consideration a balanced production and sales of light chemical feedstock, the regional oil products consumption and profitability, and optimise product slate to produce high-spec gasoline. The oil products inventory will be controlled at a rational level to reduce operating cost. The Company will leverage the synergy of centralised sales of lubricant, asphalt and petroleum coke to maximise profitability. For the second half of 2012, the Company plans to process 112 million tonnes of crude oil.

In marketing and distribution, we will leverage the advantage of the distribution network and the value of our brand awareness, making appropriate adjustments to the marketing strategies, expanding marketing activities, extending the sales network, and sharpening competitiveness. In the meantime, the Company will continuously develop non-fuel business, expanding a CNG market and developing e-commerce business to tap new sources of growth. In the second half 2012, the Company plans to sell 80 million tonnes of oil products.

In chemicals, we will respond rapidly to home and overseas market dynamics and adjust the utilisation rate of chemical facilities. The Company will strengthen plant-site management to continuously increase its techno-economic index, optimising feedstock and product mix, maximising the output of marketable and high value-added products. Sinopec will balance marketing with production in line with the market volatility, taking product inventory under control to sell all that is produced. The Company will improve service mechanism for better customer satisfaction. In the second half 2012, the Company expects to produce 4.63 million tonnes of ethylene.

The Company will stick to the objective of building a world-class energy and chemical company and continue to implement the resource strategy, market strategy, integration strategy, international strategy, differentiation strategy and green and low-carbon growth strategy, optimising marketing strategies according to the economic situation at home and abroad, focusing on work safety and cost efficiency to meet all of its targets.
 
 
11

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S AUDITED INTERIM FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES. PARTS OF THE FOLLOWING CONCERNED FINANCIAL DATA, UNLESS OTHERWISE STATED, WERE ABSTRACTED FROM THE COMPANY’S AUDITED INTERIM FINANCIAL STATEMENTS THAT HAVE BEEN PREPARED ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS).

1  
CONSOLIDATED RESULTS OF OPERATIONS
 
In the first half of 2012, the Company’s turnover and other operating revenues were RMB 1,348.1 billion, representing a year-on-year increase of 9.3%, and the operating profit was RMB 40.1 billion, representing a year-on-year decrease of 31.4%.
   
 
The following table sets forth major revenue and expense items in the consolidated income statement of the Company for the indicated periods:

 
Six-month periods ended 30th June
       
 
2012
   
2011
   
Change
 
 
RMB millions
   
RMB millions
   
(%)
 
                 
Turnover and other operating revenues
  1,348,072       1,233,272       9.3  
Of which: Turnover
  1,327,466       1,216,941       9.1  
Other operating revenues
  20,606       16,331       26.2  
Operating expenses
  (1,307,989 )     (1,174,833 )     11.3  
Of which: Purchased crude oil, products, and operating supplies and expenses
  (1,119,324 )     (998,942 )     12.1  
Selling, general and administrative expenses
  (28,641 )     (26,281 )     9.0  
Depreciation, depletion and amortisation
  (34,534 )     (30,510 )     13.2  
Exploration expenses (including dry holes)
  (6,882 )     (5,652 )     21.8  
Personnel expenses
  (24,020 )     (20,583 )     16.7  
Taxes other than income tax
  (95,267 )     (93,285 )     2.1  
Other operating income (net)
  679       420       61.7  
Operating profit
  40,083       58,439       (31.4 )
Net finance costs
  (5,027 )     (3,296 )     52.5  
Investment income and share of profit less losses from associates and jointly controlled entities
  386       2,906       (86.7 )
Profit before taxation
  35,442       58,049       (38.9 )
Tax expense
  (9,643 )     (13,857 )     (30.4 )
Profit for the period
  25,799       44,192       (41.6 )
Attributable to:
                     
Equity shareholders of the Company
  24,503       41,174       (40.5 )
Non-controlling interests
  1,296       3,018       (57.1 )

 
(1)  
Turnover and other operating revenues
   
In the first half of 2012, the Company’s turnover and other operating revenues were RMB 1,348.1 billion, representing an increase of 9.3% over the first half of 2011. This was mainly because the Company expanded the sales volume amid higher prices of crude oil and refined oil products and the increase in the revenue from the Company’s trading business.
 
 
12

 

 
The following table sets forth the external sales volume, average realised prices and respective change rates of the Company’s major products over the first half of 2012 compared with the first half of 2011

 
Sales Volume
   
Average realised price*
 
 
(1,000 tonnes)
   
(RMB/tonne, RMB/thousand cubic meters)
 
 
Six-month periods
         
Six-month periods
       
 
ended 30th June
   
Change
   
ended 30th June
   
Change
 
 
2012
   
2011
   
(%)
   
2012
   
2011
   
(%)
 
                                   
Crude oil
  2,873       2,386       20.4       4,867       4,600       5.8  
Natural gas (million cubic meters)
  6,881       5,936       15.9       1,282       1,268       1.1  
Gasoline
  25,540       23,705       7.7       8,740       8,236       6.1  
Diesel
  47,689       48,612       (1.9 )     7,334       6,994       4.9  
Kerosene
  8,914       8,053       10.7       6,550       5,928       10.5  
Basic chemical feedstock
  11,134       9,937       12.1       6,792       6,959       (2.4 )
Monomer and polymer for synthetic fibre
  3,298       3,141       5.0       8,377       10,370       (19.2 )
Synthetic resin
  5,237       5,176       1.2       9,058       10,134       (10.6 )
Synthetic fibre
  710       764       (7.1 )     11,102       13,995       (20.7 )
Synthetic rubber
  631       631             19,034       22,028       (13.6 )
Chemical fertilizer
  506       468       8.1       2,204       2,049       7.6  
Trading
  62,948       51,098       23.2       5,248       5,205       0.8  
Of which: Crude oil
  53,415       43,196       23.7       5,227       5,109       2.3  
Refined oil products
  3,902       5,033       (22.5 )     6,272       6,150       2.0  

 
*  Excluding value added tax.

 
Most of the crude oil and a small portion of natural gas produced by the Company were used internally for refining and chemical production with the remainder sold to external customers. In the first half of 2012, the turnover from crude oil, natural gas and other upstream products sold externally amounted to RMB 26.0 billion, increased by 19.8% year on year, accounting for 1.9% of the Company’s turnover and other operating revenues. The change was mainly due to the increase in both the sales volume and the prices of crude oil and natural gas over the same period in 2011.

 
Petroleum products (mainly consisting of refined oil products and other refined petroleum products) sold by the refining segment and the marketing and distribution segment achieved an external sales revenue of RMB 797.6 billion, representing an increase of 6.9% over the same period of 2011 and accounting for 59.2% of the Company’s turnover and other operating revenues. The increase was mainly due to higher prices and sales volume of refined oil products. The sales revenue of gasoline, diesel and kerosene was RMB 631.4 billion, representing an increase of 8.3% over the same period in 2011, accounting for 79.2% of the sales revenue of petroleum products. Sales revenue of other petroleum products was RMB 166.2 billion, representing an increase of 1.7% compared with the first half of 2011, accounting for 20.8% of the sales revenue of petroleum products.

 
The Company’s external sales revenue of chemical products was RMB 173.6 billion, representing a decrease of 5.1% over the same period of 2011, accounting for 12.9% of its turnover and other operating revenues. The decrease was mainly due to the price plunge of chemical products with the average prices of the six major categories of chemical products dropping by RMB 772 per tonne or 9.0% year on year.

 
Sales revenue of Corporate and Others reached RMB 330.9 billion, representing 24.5% of the Company’s total turnover and other operating income, up by 24.2% year on year. This was mainly due to the expanded crude and refined oil export and import businesses.
 
 
13

 
 
 
(2)  
Operating expenses
   
In the first half of 2012, the Company’s operating expenses were RMB 1,308.0 billion, representing an increase of 11.3% over the first half of 2011. The operating expenses mainly consisted of the following:
     
   
Crude oil procurement, products and operating supplies and expenses were RMB 1,119.3 billion in the first half of 2012, representing an increase of 12.1% over the same period of 2011, accounting for 85.6% of the total operating expenses, of which:
     
   
● 
Procurement cost of crude oil was RMB 458.8 billion, representing an increase of 13.0% over the same period of 2011. Total processed volume of crude oil purchased externally in the first half of 2012 was 84.78 million tonnes (excluding the volume processed for third parties), increased by 2.8% over the first half of 2011. The average unit processing cost of crude oil purchased externally was RMB 5,412 per tonne, increased by 9.9% over the first half of 2011.
       
   
Export and import expenses of crude oil, refined products and other products totaled RMB 328.5 billion, 24.1% more than that of the same period last year. In the first half of 2012, the Company’s crude trade volume rose by 23.7% year on year to reach 53.42 million tons while refined products trade volume was down by 22.5% year on year to stand at 3.9 million tons.
       
   
Other procurement cost was RMB332 billion, up by 1.1% year on year, mainly due to the price and volume surge of other raw materials.
       
   
Selling, general and administrative expenses of the Company totaled RMB 28.6 billion, representing an increase of 9.0% over the first half of 2011. This was mainly due to the increase in the sales expenses such as freight and miscellaneous costs which was related to the expanded sales volume as well as an increase in the expenses for labor and safety input.
     
   
Depreciation, depletion and amortization expenses of the Company were RMB 34.5 billion, representing an increase of 13.2% compared with the first half of 2011. This was mainly due to newly accrued depreciation as a result of continuous investment in fixed assets in recent years.
     
   
Exploration expenses in the first half of 2012 were RMB 6.9 billion, representing an increase of 21.8% compared with the same period in 2011. This was mainly because the Company made intensified efforts in the exploration in areas including the Ordos Basin, the Sichuan Basin and the Junggar Basin, etc. as well as in the exploration for unconventional oil and gas.
     
   
Personnel expenses were RMB 24.0 billion, accounting for 1.8% of the total operating expenses and representing an increase of RMB 3.4 billion. Excluding the effect of adjusting salary-based insurance and payment, and more employment caused by business growth, the personnel expenses increased by 5.86% year on year. This was mainly an outcome of the pay raise for the front-line employees in the second half of 2011.
     
   
Taxes other than income tax totaled RMB 95.3 billion, representing an increase of 2.1% compared with the first half of 2011. It was mainly due to an increase in the consumption tax as a result of expanded product sales volume and the price-based resource tax which increased compared with the same period in 2011.
     
 
(3)
Operating profit
   
In the first half of 2012, the Company’s operating profit was RMB 40.1 billion, representing a decrease of 31.4% over the same period in 2011. This was mainly due to the aggravated refining loss amid the substantial growth of crude oil cost compared with the regulated prices of gasoline and diesel. In addition, the Company’s chemical segment swung to a half-year loss amid the slumping prices of chemical products.
     
 
(4)
Net finance costs
   
In the first half of 2012, the Company’s net finance costs were RMB 5.0 billion, representing a year-on-year increase of 52.5%, mainly attributed to the increased net interest expenses as a result of less profit, higher debt and bigger amount of capital employed. In addition, the exchange rate changes in the first half of 2012 reduced the net exchange gains in the Company’s US dollar denominated debts.
     
 
(5)
Profit before taxation
   
In the first half of 2012, the Company’s profit before taxation amounted to RMB 35.4 billion, representing a decrease of 38.9% compared with the same period of 2011.
     
 
(6)
Tax expense
   
In the first half of 2012, the income tax expense of the Company totaled RMB 9.6 billion, decreasing by 30.4% over the same period of 2011, mainly due to the Company’s lower profit for the period.
     
 
(7)
Profit attributable to non-controlling interests of the Company
   
In the first half of 2012, profit attributable to non-controlling shareholders was RMB 1.3 billion, representing a decrease of 57.1% over the same period of 2011.
     
 
(8)
Profit attributable to equity shareholders of the Company
   
In the first half of 2012, profit attributable to equity shareholders of the Company was RMB 24.5 billion, representing a decrease of 40.5% over the same period of 2011.
 
 
14

 
 
2  
DISCUSSION ON RESULTS OF SEGMENT OPERATION
 
The Company manages its operations by four business segments, namely Exploration and Production segment, Refining segment, Marketing and Distribution segment and Chemicals segment, as well as 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 segment include other operating revenues.
   
 
The following table shows the operating revenues by each 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
 
       
revenues before elimination of
   
revenue after elimination
 
 
Operating revenues
   
inter-segment sales
   
of inter-segment sales
 
 
Six-month periods
   
Six-month periods
   
Six-month periods
 
 
ended 30 June
   
ended 30 June
   
ended 30 June
 
 
2012
   
2011
   
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
(%)
   
(%)
 
                                   
Exploration and Production Segment
                                 
External sales
  35,389       28,352       1.5       1.3       2.6       2.3  
Inter-segment sales
  90,728       84,281       3.9       3.9                  
Operating revenues
  126,117       112,633       5.4       5.2                  
Refining Segement
                                             
External sales
  98,485       99,357       4.2       4.6       7.3       8.1  
Inter-segment sales
  540,088       496,319       23.2       23.1                  
Operating revenues
  638,573       595,676       27.4       27.7                  
Marketing and Distribution Segment
                                             
External sales
  705,950       652,944       30.3       30.4       52.4       52.9  
Inter-segment sales
  4,003       2,058       0.2       0.1                  
Operating revenues
  709,953       655,002       30.5       30.5                  
Chemicals Segment
                                             
External sales
  177,312       186,123       7.6       8.7       13.2       15.1  
Inter-segment sales
  23,457       23,315       1.0       1.1                  
Operating revenues
  200,769       209,438       8.6       9.8                  
Corporate and Others
                                             
External sales
  330,936       266,496       14.2       12.5       24.5       21.6  
Inter-segment sales
  323,343       306,501       13.9       14.3                  
Operating revenues
  654,279       572,997       28.1       26.8                  
Operating revenue before elimination of inter-segment sales
  2,329,691       2,145,746                       100.0       100.0  
Elimination of inter-segment sales
  (981,619 )     (912,474 )                                
Consolidated operating revenues
  1,348,072       1,233,272                       100.0       100.0  
 
 
15

 

 
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 changes between the first half of 2012 and the first half of 2011.

 
Six-month periods ended 30 June
       
 
2012
   
2011
   
Change
 
 
RMB millions
   
RMB millions
   
(%)
 
                 
Exploration on and Production Segment
               
Operating revenues
  126,117       112,633       12.0  
Operating expenses
  85,654       77,982       9.8  
Operating profit
  40,463       34,651       16.8  
Refining Segment
                     
Operating revenues
  638,573       595,676       7.2  
Operating expenses
  657,074       607,845       8.1  
Operating loss
  (18,501 )     (12,169 )     52.0  
Marketing and Distribution Segment
                     
Operating revenues
  709,953       655,002       8.4  
Operating expenses
  689,701       635,404       8.5  
Operating profit
  20,252       19,598       3.3  
Chemicals Segment
                     
Operating revenues
  200,769       209,438       (4.1 )
Operating expenses
  202,020       193,094       4.6  
Operating profit/(loss)
  (1,251 )     16,344        
Corperate and others
                     
Operating revenues
  654,279       572,997       14.2  
Operating expenses
  654,635       573,639       14.1  
Operating loss
  (356 )     (642 )     (44.5 )
Elimination of inter-segment profit
  (524 )     657        

 
(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 chemical operations. Most of the natural gas and a small portion of crude oil produced by the Company were sold to external customers.
     
   
In the first half of 2012, operating revenue of the segment was RMB 126.1 billion, representing an increase of 12.0% over the first half of 2011. This was mainly attributable to the increased prices and sales volume of crude oil and natural gas.
     
   
In the first half of 2012, the segment sold 21.52 million tonnes of crude oil, 7.19 billion cubic meters of natural gas, representing an increase of 2.5% and 13.9% respectively over the first half of 2011. The average realised selling price of crude oil and natural gas were RMB 4,747 per tonne and RMB 1,291 per thousand cubic meters, representing an increase of 6.8% and 0.9% respectively over the same period of 2011. Revenues from material sales were RMB 7.8 billion, increased by RMB 2.8 billion over the first half of 2011.
     
   
In the first half of 2012, the operating expenses of the segment were RMB 85.6 billion, representing an increase of 9.8% over the first half of 2011. The increase was mainly due to the following:
     
   
● 
Depreciation, depletion and amortisation increased by RMB 2.9 billion on a year-on-year basis, mainly caused by growth in oil and natural gas assets resulting from investment.
       
   
The Company’s increasing investment in exploration of blocks such as Ordos, Sichuan and Junggar basins, as well as unconventional oil and gas resources. The exploration cost increased by RMB 1.2 billion.
       
   
Revenue from material sales increased, which led to increased sales cost of materials. Other business expenditure increased by RMB 2.8 billion on a year-on-year basis.
     
   
In the first half of 2012, oil and gas lifting cost was RMB 710 per tonne, representing a year-on-year increase of 6.6%, mainly attributable to the increase in prices of power.
     
   
Benefiting from capacity building in new producing areas and high crude oil price, the segment has realized RMB 40.5 billion of operating profit in the first half of 2012, up by 16.8% on a year-on-year basis.
     
 
(2)
Refining Segment
   
Business activities of the refining segment include purchasing crude oil from third parties and the exploration and production segment of the Company and processing crude oil into refined petroleum products, among which, gasoline, diesel and kerosene are sold internally to the marketing and distribution segment of the Company. Part of the chemical feedstock is sold to the chemicals segment of the Company. Other refined petroleum products are sold to both domestic and overseas customers through the refining segment.
     
   
In the first half of 2012, operating revenue of the segment was RMB 638.6 billion, representing an increase of 7.2% over the same period of 2011. This was mainly attributable to the increased sales volume and prices of its refined products.
 
 
16

 
 
   
The following table sets forth the sales volumes, average realised prices and the respective changes of the Company’s major refined oil products of the segment in the first half of 2012 and of 2011.

 
Sales Volume (thousand tonnes)
   
Average realised price* (RMB/tonne)
 
 
Six-month periods
         
Six-month periods
       
 
ended 30 June
   
Change
   
ended 30 June
   
Change
 
 
2012
   
2011
   
(%)
   
2012
   
2011
   
(%)
 
                                   
Gasoline
  18,573       17,078       8.8       8,055       7,511       7.2  
Diesel
  37,200       36,948       0.7       6,771       6,330       7.0  
Kerosene
  4,958       4,426       12.0       6,512       5,601       16.3  
Chemical feedstock
  17,010       18,449       (7.8 )     6,204       5,856       5.9  
Other refined petroleum products
  22,353       22,037       1.4       4,321       4,431       (2.5 )

   
*    Excluding value added tax.
     
   
In the first half of 2012, the sales revenue of gasoline was RMB 149.6 billion, representing an increase of 16.6% over the same period of 2011, accounting for 23.4% of the segment’s operating revenue.
     
   
In the first half of 2012, the sales revenue of diesel was RMB 251.9 billion, representing an increase of 7.7% over the same period of 2011, accounting for 39.4% of the segment’s operating revenue.
     
     
   
In the first half of 2012, the sales revenue of kerosene was RMB 32.3 billion, representing an increase of 30.2% over the same period of 2011, accounting for 5.1% of the segment’s operating revenue.
     
   
In the first half of 2012, the sales revenue of chemical feedstock were RMB 105.5 billion, representing a decrease of 2.3% over the same period of 2011, accounting for 16.5% of the segment’s operating revenue.
     
   
In the first half of 2012, the sales revenue of refined petroleum products other than gasoline, diesel, kerosene and chemical feedstock was RMB 96.6 billion, representing a decrease of 1.1% over the same period of 2011, accounting for 15.1% of the segment’s operating revenue.
     
   
In the first half of 2012, the segment’s operating expenses were RMB 657.1 billion, representing an increase of 8.1% over the same period of 2011, mainly attributable to the increase in crude oil prices and refinery throughput.
     
   
In the first half of 2012, the average processing cost was RMB 5,345 per tonne, representing an increase of 9.6% over the same period of 2011. Crude oil processed totaled 105.78 million tonnes (excluding volume processed for third parties), representing an increase of 1.3% over the first half of 2011. In the first half of 2012, the total cost of crude oil processed was RMB 565.3 billion, representing an increase of 11.0% over the same period of 2011, accounting for 86.0% of the segment’s operating expenses, increased by 2.2 percentage points over the first half of 2011.
     
   
In the first half of 2012, the unit refining cash operating cost (defined as operating expenses less the processing cost of crude oil and refining feedstock, depreciation and amortisation, taxes other than income tax and other operating expenses, and divided by the throughput of crude oil and refining feedstock) was RMB 145.4 per tonne, representing an increase of 5.7% compared with that in the first half of 2011, mainly due to increased prices of outsourced auxiliary material, power and fuel as well as increased processing cost caused by oil product quality upgrading.
     
   
In the first half of 2012, crude oil price increased significantly while domestic refined oil product prices were strictly controlled, and prices of refining products other than oil products increased slightly. The refining margin (defined as the sales revenues less the crude oil costs and refining feedstock costs and taxes other than income tax, and then divided by the throughput of crude oil and refining feedstock) of the Company was RMB 25.6 per tonne, decreasing by 65.9% over the same period of 2011.
     
   
The segment suffered an operating loss of RMB 18.5 billion in the first half of 2012, representing an increase of RMB 6.3 billion over the same period of 2011.
     
 
(3)
Marketing and Distribution Segment
   
The business of marketing and distribution segment includes purchasing refined oil products from the refining segment and third parties, conducting wholesale and direct sales to domestic customers and retailing, distributing oil products through the segment’s retail and distribution network, as well as providing related services.
     
   
In the first half of 2012, the operating revenue of this segment was RMB 710.0 billion, increased by 8.4% over the same period of 2011, which was mainly attributed to the improved sales mix (sales of high-spec gasoline accounted for 99.5% of the total gasoline sales, up by 1.9 percentage points) and increased sales volume of oil products through retail and direct channels, up by 4 percentage points to 89.7% of the total oil products sales volume).
     
   
In the first half of 2012, the sales revenue of gasoline totaled RMB 223.4 billion, representing an increase of 14.3% over the same period of 2011; and the sales revenue of diesel and kerosene totaled RMB 352.9 billion and RMB 58.3 billion, increased by 3.3% and 22.2% respectively over the same period of 2011.
 
 
17

 
   
The following table sets forth the sales volumes, average realised prices, and respective rate changes of the four product categories in the first half of 2012 and 2011, including detailed information of different sales channels for gasoline and diesel:

 
Sales Volume (thousand tonnes)
   
Average realised price* (RMB/tonne)
 
 
Six-month periods
         
Six-month periods
       
 
ended 30 June
   
Change
   
ended 30 June
   
Change
 
 
2012
   
2011
   
(%)
   
2012
   
2011
   
(%)
 
Gasoline
  25,561       23,730       7.7       8,740       8,235       6.1  
Of which: Retail
  22,283       19,892       12.0       8,813       8,349       5.6  
Direct sales
  1,081       1,024       5.6       8,132       7,574       7.4  
Wholesale
  2,197       2,814       (22.0 )     8,291       7,672       8.1  
Diesel
  48,168       48,860       (1.4 )     7,327       6,991       4.8  
Of which: Retail
  27,884       27,436       1.6       7,549       7,160       5.4  
Direct sales
  14,995       15,160       (1.1 )     7,018       6,799       3.2  
Wholesale
  5,289       6,264       (15.6 )     7,029       6,718       4.6  
Kerosene
  8,900       8,043       10.7       6,550       5,928       10.5  
Fuel oil
  12,974       12,468       4.1       4,767       4,436       7.5  

   
* Excluding value added tax.
     
   
In the first half of 2012, the operating expense of the segment was RMB 689.7 billion, representing an increase of 8.5% compared with that in the first half of 2011. This was mainly due to the increased purchase cost of oil products.
     
   
In the first half of 2012, the segment’s marketing cash operating cost (defined as the operating expenses less the purchase costs, taxes other than income tax, depreciation and amortisation, and then divided by the sales volume) was RMB 182.8 per tonne, representing an increase of 3.7% compared with that in the first half of 2011. This mainly due to the increased leasing expenses and service fees.
     
   
In the first half of 2012, the segment’s operating profit was RMB 20.3 billion, representing an increase of 3.3% over the same period of 2011.
     
 
(4)  
Chemicals Segment
   
The business activities of the chemicals segment include purchasing chemical feedstock from the refining segment and third parties, producing, marketing and distributing petrochemical and inorganic chemical products.
     
   
In the first half of 2012, operating revenue of the chemicals segment was RMB 200.8 billion, representing a decrease of 4.1% over the same period of 2011, which was mainly due to the depressed chemical market and drastic fall in prices of major chemical products.
     
   
The sales revenue generated from the segment’s six major categories of chemical products (namely basic organic chemicals, synthetic resin, synthetic rubber, synthetic fibre monomer and polymer, synthetic fibre and chemical fertilizer) totaled approximately RMB 192.0 billion, representing a decrease of 4.1% over the same period of 2011, accounting for 95.6% of the operating revenues of the segment.
     
   
The following table sets forth the sales volume, average realised price and respective changes of each of the segment’s six categories of chemical products in the first half of 2012 and 2011.

 
Sales Volume (thousand tonnes)
   
Average realised price* (RMB/tonne)
 
 
Six-month periods
         
Six-month periods
       
 
ended 30 June
   
Change
   
ended 30 June
   
Change
 
 
2012
   
2011
   
(%)
   
2012
   
2011
   
(%)
 
                                   
Basic organic chemicals
  14,236       13,169       8.1       6,733       6,795       (0.9 )
Synthetic fibre monomer and polymer
  3,311       3,160       4.8       8,369       10,354       (19.2 )
Synthetic resin
  5,239       5,180       1.1       9,058       10,134       (10.6 )
Synthetic fibre
  710       764       (7.1 )     11,102       13,995       (20.7 )
Synthetic rubber
  631       631             19,032       22,028       (13.6 )
Chemical fertilizer
  506       470       7.7       2,204       2,051       7.5  

 
Excluding value added tax.
 
 
18

 
 
   
In the first half of 2012, the operating expense of the segment was RMB 202.0 billion, representing an increase of 4.6% over the first half of 2011. The cost increased by 5.3% or RMB 9.3 billion, mainly attributable to the increased feedstock cost and trade volume.
     
   
In the first half of 2012, the segment suffered an operating loss of RMB 1.3 billion.
     
 
(5)
Corporate and Others
   
The business activities of corporate and others mainly consisted of import and export business activities of the Company’s subsidiaries, research and development activities of the Company, and managerial activities of the headquarters.
     
   
In the first half of 2012, the operating revenue generated from Corporate and Others was RMB 654.3 billion, representing an increase of 14.2% over the first half of 2011, including RMB 652.7 billion revenue from trading of crude oil, refined oil products and other products, which increased by 14.1% over the same period last year.
     
   
In the first half of 2012, the operating expense for Corporate and Others was RMB 654.6 billion, representing an increase of 14.1% over the same period of 2011, including RMB 651.8 billion trading expenses of crude oil, refined oil products and other products by the trading subsidiaries of the Company, which increased by 14.1% over the same period last year.
     
   
The operating loss amounted to RMB 0.4 billion, representing a year-on-year decrease by 44.5%, among which operating profit realised by the specialised subsidiaries such as trading companies were RMB 0.9 billion, research and headquarters expenses were RMB 1.3 billion.
     
3  
ASSETS, LIABILITIES, EQUITY AND CASH FLOWS
   
 
(1)  
Assets, liabilities and equity
Units: RMB millions

 
At 30 June
   
At 31 December
   
Amount
 
 
2012
   
2011
   
of changes
 
                 
Total assets
  1,181,287       1,144,528       36,759  
Current assets
  358,016       342,755       15,261  
Non-current assets
  823,271       801,773       21,498  
Total liabilities
  664,502       637,184       27,318  
Current liabilities
  452,327       444,240       8,087  
Non-current liabilities
  212,175       192,944       19,231  
Total equity attributable to equity shareholders of the company
  480,398       472,328       8,070  
Share capital
  86,820       86,702       118  
Reserves
  393,578       385,626       7,952  
Interests attributable to non-controlling shareholders
  36,387       35,016       1,371  
Total equity
  516,785       507,344       9,441  

   
As at 30 June 2012, the Company’s total assets were RMB 1,181.3 billion, representing an increase of RMB 36.8 billion compared with that at the end of 2011, of which:
     
   
● 
Current assets increased by RMB 15.3 billion from that at the end of 2011 to RMB 358.0 billion, mainly attributable to a net increase of RMB 25.3 billion in accounts receivable as business grew, an increase of RMB 3.8 billion in the inventory of the Company as a result of rise in prices of crude oil and other raw materials, and a decrease of RMB 12.3 billion in bills receivable due to more discount activities, as compared with those at the beginning of the year.
       
   
Non-current assets increased by RMB 21.5 billion from that at the end of 2011 to RMB 823.3 billion, mainly attributable to the fact that the Company made investment in accordance with its annual investment plan, resulting in a net increase of RMB 28.6 billion in construction in progress.
     
   
As at 30 June 2012, the Company’s total liabilities were RMB 664.5 billion, representing an increase of RMB 27.3 billion compared with that at the end of 2011, of which:
     
   
Current liabilities increased by RMB 8.1 billion from that at the end of 2011 to RMB 452.3 billion, mainly attributable to an increase of RMB 51.3 billion resulted from increased use of working capital, a decrease of RMB 36.3 billion in taxes payable and advance payment, and a decrease of RMB 4.1 billion in accounts payable.
       
   
Non-current liabilities increased by RMB 19.2 billion from that at the end of 2011 to RMB 212.2 billion, mainly attributable to the issuance of RMB 20.0 billion of corporate bonds.
       
   
As at June 30, 2012, total equity attributable to equity shareholders of the Company was RMB 480.4 billion, representing an increase of RMB 8.1 billion, mainly attributable to reserve increase.
 
 
19

 
 
 
(2)  
Cash Flow
   
The following table sets forth the major items on the consolidated cash flow statements for the first half of 2012 and 2011.

 
Units: RMB millions

 
Six-month periods ended 30 June
   
Changes in
 
Major items of cash flows
2012
   
2011
   
amount
 
                 
Net cash generated from operating activities
  20,322       30,570       (10,248 )
Net cash used in investing activities
  (79,659 )     (55,030 )     (24,629 )
Net cash generated from financing activities
  47,242       16,130       31,112  
Net decrease in cash and cash equivalents
  (12,095 )     (8,330 )     (3,765 )

   
In the first half of 2012, net cash generated from operating activities was RMB 20.3 billion, representing a decrease of RMB 10.2 billion in cash inflow year on year. This was mainly attributable to the decrease in profit and increase in inventory and accounts receivable.
     
   
In the first half of 2012, net cash used in investing activities was RMB 79.7 billion, representing an increase of RMB 24.6 billion in cash outflow on a year-on-year basis, mainly due to increased investment as scheduled.
     
   
In the first half of 2012, net cash generated from financing activities was RMB 47.2 billion, representing an increase of RMB 31.1 billion on a year-on-year basis. This was mainly due to the newly added low cost US Dollar borrowings and the issuance of RMB20 billion corporate bonds.
     
   
As of 30 June 2012, the Company’s cash and cash equivalents were RMB 12.6 billion, decreased by RMB 12.1 billion as of 31 December 2011.
     
 
(3)
Contingent Liabilities
   
Please refer to Significant guarantee in the section headed Significant Events in this report.
     
 
(4)  
Capital Expenditures
   
Please refer to Capital Expenditure in the section headed Business Review and Prospects in this report.
 
 
20

 
 
4  
ANALYSIS OF FINANCIAL STATEMENTS PREPARED UNDER ASBE
  Major differences between the Company’s financial statements prepared under ASBE and those under IFRS are set out in Section C of the financial statements of the Company on page 144 in this report.
     
 
(1)  
Under ABSE, the operating income and operating profit or loss by reportable segments were as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Operating income
         
Exploration and Production Segment
  126,117       112,633  
Refining Segment
  638,573       595,676  
Marketing and Distribution Segment
  709,953       655,002  
Chemicals Segment
  200,769       209,438  
Others
  654,279       572,997  
Elimination of inter-segment sales
  (981,619 )     (912,474 )
Consolidated operating income
  1,348,072       1,233,272  
Operating profit(/loss)
             
Exploration and Production Segment
  40,279       34,740  
Refining Segment
  (19,448 )     (13,155 )
Marketing and Distribution Segment
  20,294       19,716  
Chemicals Segment
  (2,003 )     15,508  
Others
  (299 )     (870 )
Elimination of inter-segment sales
  (524 )     657  
Financial expenses, gain/(loss) from changes in fair value and investment income
  (4,791 )     (359 )
Consolidated operating profit
  33,508       56,237  
Net profit attributable to equity shareholders of the Company
  23,697       40,239  

   
Operating profit: In the first half of 2012, the operating profit of the Company was RMB 33.5 billion, representing a decrease of 40.4% over the same period of 2011. This was mainly attributable to the widening loss of the refining business as a result of large increase in crude oil price and price control of refined oil products, and loss of the chemicals segment due to price drop in chemical products.
     
   
Net profit: In the first half of 2012, net profit attributable to the equity shareholders of the Company dropped to RMB 23.7 billion, a 41.1% decrease as compared with the first half of 2011.
 
 
21

 
 
 
(2)  
Financial data prepared under ASBE:

 
At 30 June
   
At 31 December
       
 
2012
   
2011
   
Changes
 
 
RMB millions
   
RMB millions
   
RMB millions
 
                 
Total assets
  1,168,178       1,130,053       38,125  
Non-current liabilities
  210,737       191,455       19,282  
Shareholders’ equity
  519,221       509,525       9,696  

   
Analysis of changes:
     
   
Total assets: As of 30 June 2012, the Company’s total assets were RMB 1168.2 billion, representing an increase of RMB 38.1 billion compared with that at the end of 2011, mainly attributable to the increase in construction in progress and the increase in accounts receivable due to growing business scale and drastic oil prices fluctuation.
     
   
Current liabilities: As of 30 June 2012, the Company’s non-current liabilities were RMB 210.7 billion, increased by RMB 19.3 billion from that at the end of 2011, mainly attributable to the newly issued corporate bonds of RMB 20 billion.
     
   
Equity attributable to equity shareholders of the Company: As of 30 June 2012, equity attributable to shareholders of the Company was RMB 519.2 billion, representing an increase of RMB 9.7 billion compared with that at the end of 2011, mainly attributable to the increase in profit and capital reserves.
     
 
(3)
The results of the principal operations by segments

                   
Increase
   
Increase
   
Increase/
 
                   
of Income
   
of cost
   
(decrease) of
 
 
Income from
   
Cost of
         
from principal
   
of principal
   
gross profit
 
 
principal
   
principal
   
Gross
   
operations on a
   
operations on a
   
margin on a
 
 
operations
   
operations
   
profit margin
   
year-on-year
   
year-on-year
   
year-on-year
 
Segment
(RMB millions)
   
(RMB millions)
   
(%) Note
   
basis (%)
   
basis (%)
   
basis (%)
 
                                   
Exploration and Production
  126,117       49,824       42.9       12.0       12.5       1.2  
Refining
  638,573       571,259       (0.7 )     7.2       8.0       (0.2 )
Marketing and Distribution
  709,953       667,514       5.9       8.4       8.5       (0.0 )
Chemicals
  200,769       193,820       3.3       (4.1 )     5.5       (8.6 )
Others
  654,279       651,109       0.5       14.2       14.1       0.1  
Elimination of inter-segment sales
  (981,619 )     (981,095 )     N/A       N/A       N/A       N/A  
Total
  1,348,072       1,152,431       7.4       9.3       11.9       (1.5 )

 
Note:
Gross profit margin = (Income from principal operations – Cost of principal operations, tax and surcharges)/Income from principal operations

 
22

 

SIGNIFICANT EVENTS
1  
CORPORATE GOVERNANCE
 
(1)  
During the reporting period, Sinopec Corp. complied with regulatory stipulations of the places where its shares are listed in and outside mainland China and further enforced corporate governance. At the annual general meeting of Sinopec Corp. for the year 2011, the shareholders approved the amendments to the articles of association of Sinopec Corp. (the Articles of Association), elected the members of the Fifth Session of the Board of Directors as well as of the members of the Fifth Session of the Board of Supervisors. The Board of Directors elected Mr. Fu Chengyu as the Chairman of the Board of Directors, and Mr. Wang Tianpu and Mr. Zhang Yaocang as Vice Chairman of the Board of Directors. The Board of Supervisors elected Mr. Xu Bin as the Chairman of the Board of Supervisors. The Board of Directors established the Fifth Session of the Strategic Committee, the Audit Committee, and the Remuneration and Appraisal Committee. In order to promote better performance of social responsibilities by the Company and to protect the stakeholders’ interests, the Board of Directors established the Social Responsibility Management Committee for the first time. The Board of Directors appointed the senior management. The directors, the supervisors and the senior management attended the training program by professional consultants arranged by the Company which provides solid basis for standardised operations. The Company improved corporate governance to comply with the new requirements of Hong Kong Stock Exchange. Furthermore, the Company further strengthened the internal control system which was enforced effectively. The information disclosure and the investor relations were well conducted and the communication with the investors was further improved which was approved by the capital market.
     
 
(2)
During this reporting period, none of Sinopec Corp., its Board of Directors, its directors, supervisors, senior management were inspected by China Security Regulatory Commission (CSRC), or punished or criticised through circulars by CSRC, Hong Kong Securities and Futures Commission or Securities and Exchange Commission of the United State or publicly condemned by Shanghai Stock Exchange, Hong Kong Stock Exchange, New York Stock Exchange or London Stock Exchange.
     
 
(3)
Equity interests of directors, supervisors and other senior management
   
During the reporting period, other than the 10,000 A shares of Sinopec Corp. held by vice president Ling Yiqun, none of the directors, supervisors and other senior management of Sinopec Corp. has held any shares of Sinopec Corp. The directors, supervisors and other senior management of Sinopec Corp. and their associates did not hold shares, bonds or any interest or short position (including any interest or short position in shares that is regarded or treated as being held in accordance with the Securities and Futures Ordinance (the Ordinance)) in the shares of Sinopec Corp. or any associated corporation (Please refer to the Interpretation of Part XV of the Ordinance), which, according to Divisions 7 and 8 of Part XV of the Ordinance, shall be informed to Sinopec Corp. and Hong Kong Stock Exchange, or pursuant to Section 352 of the Ordinance, shall be registered on the designated register as required by the Ordinance, or the Model Code for Securities Transactions by Directors of Listed Issuers (the Model Code) contained in Appendix 14 of the Hong Kong Listing Rules, shall be informed to Sinopec Corp. or Hong Kong Stock Exchange. As required by the Hong Kong Stock Exchange, the Company formulated the Rules Governing Shares Held by Company Directors, Supervisors and Senior Management and Changes in Shares as well as the Model Code of Securities Transactions by Company Employees (the Rules and the Code) to stipulate the related activities when the above-mentioned persons buy or sell Sinopec Corp.’s securities. The standards of the Rules and the Code are no less exacting than those set out in the Model Code. After specific inquiry by Sinopec Corp., all the directors confirmed that they complied with all the standards of the Model Code as well as those of the Rules and the Code.
     
 
(4)
Compliance with the Corporate Governance Code
   
Based on its actual situations, Sinopec Corp. did not establish a nomination committee under the Board of Directors in accordance with the code provisions in paragraph A.5 set out in the Corporate Governance Code and Corporate Governance Report (Corporate Governance Code) contained in Appendix 14 of the Hong Kong Listing Rules. Sinopec Corp. is of the view that the nomination of the candidates for directorship by all the members of the Board may better serve the operation need of Sinopec Corp., as such, the duties of the nomination committee set out in the Corporate Governance Code will be performed by the Board of Directors of Sinopec Corp.
     
   
In addition, due to other work-related duties, each of chairman and the members of the Audit Committee and the Remuneration and Appraisal Committee of Sinopec Corp. were absent from the annual general meeting of Sinopec Corp. for the year 2011 which caused non-compliance with code provision E1.2 of the Corporate Governance Code. None of the shareholders at the meeting raised enquiries to the Audit Committee or the Remuneration and Appraisal Committee.
     
   
Save as disclosed above, during the reporting period, Sinopec Corp. had fulfilled the code provisions set out in the Corporate Governance Code.
     
 
(5)
Review of the Interim Report
   
The Audit Committee of Sinopec Corp. has carefully reviewed and confirmed the Interim report.
 
 
23

 
 
2
DIVIDEND
   
 
(1)
Formulation and Implementation of Cash Dividend Policy
   
Since its listing, the Company has highly emphasized to deliver reasonable shareholders’ return, protect shareholders’ legitimate interests, maintain continuous and stable cash dividends payment, and standardise decision making procedures. The second meeting of the fifth session of the Board of Directors of Sinopec Corp. has proposed to amend the profit distribution policy in the Articles of Association, specifying that the Company shall distribute cash dividends when the Company’s net profit and retained earnings, in seperate financial statement, are positive and the Company has adequate cash inflows over the requirements of cash outflows of operation and sustainable development. The cash dividends per annum shall not be less than 30 (thirty) percent of the net profit of the Company in the current year. Relevant resolution will be submitted to the first extraordinary general meeting of shareholders for 2012, which will be held on 16 October 2012, for consideration and approval. The Company has a definite and clear policy regarding the cash dividends payment criteria and ratio, and a standard decision making procedure and mechanism. The Company’s 2012 interim profit distribution proposal (draft) is in accordance with its Articles of Association and relevant regulations.
     
 
(2)
Dividend Distribution For The Year Ended 31 December 2011 And Interim Dividend Distribution Plan For The Six-Month Period Ended 30 June 2012
     
   
Dividend distribution for the year ended 31 December 2011
     
   
As approved at the 2011 Annual General Meeting of Sinopec Corp., a final cash dividend of RMB 0.20 (inclusive of tax) per share for 2011 was distributed. On 7 June 2012, Sinopec Corp. distributed the final dividend for 2011 to the shareholders whose names appeared on the shareholder register of Sinopec Corp. on 25 May 2012.
     
   
For the year of 2011, total cash dividend of RMB 0.30 (inclusive of tax) per share was distributed and the total cash dividend amounted to RMB 26.034 billion.
     
   
Interim dividend distribution plan for the six-month period ended 30 June 2012
     
   
According to the Articles of Association, the interim dividend distribution plan for the six-month period ended 30 June 2012 was approved at the 2nd meeting of the Fifth Session of the Board of Directors. An interim cash dividend of RMB 0.10 (inclusive of tax) per share would be distributed based on the total number of shares as of 14 September 2012 (record date).
     
   
The interim dividend will be distributed on or before Wednesday, 26 September 2012 to the shareholders whose names appear on the shareholder register of Sinopec Corp. on Friday, 14 September 2012. To be entitled to the interim dividend, holders of H shares shall lodge their share certificate(s) and transfer documents with Hong Kong Registrars Limited at 1712-1716, 17th floor, Hopewell Centre, No. 183 Queen’s Road East, Wanchai, Hong Kong, for registration of transfer, by no later than 4:30pm on Friday, 7 September 2012. The register of members of the H shares of Sinopec Corp. will be closed from Monday, 10 September 2012, to Friday, 14 September 2012 (both dates inclusive).
     
   
The dividend will be denominated and declared in RMB, and distributed to domestic shareholders in Renminbi and to foreign shareholders in Hong Kong Dollar. The exchange rate for dividends to be paid in Hong Kong dollars is based on the average benchmark exchange rate of RMB against Hong Kong dollar as published by the People’s Bank of China one week preceding the date of declaration of dividends, being Friday, 24 August 2012.
     
3
THE ISSUANCE OF RMB 23 BILLION CONVERTIBLE BONDS (SINOPEC CB)
   
 
(1)
Conversion price adjustments and conversion
   
On 20 June 2011 and 19 September 2011, the conversion price of Sinopec CB was adjusted to RMB 9.60 per share and consequently to RMB 9.50 per share due to dividend distribution. On 15 December 2011, Sinopec Corp. held the second extraordinary general meeting for the year 2011, during which the Resolution to Revise the Conversion Price of Sinopec CB Downwards was approved. Starting from 27 December 2011, the conversion price of Sinopec CB was adjusted from RMB 9.50 per share to RMB 7.28 per share. On 28 May 2012, the conversion price of Sinopec CB was adjusted to RMB 7.08 per share due to dividend distribution. As at 30 June 2012, 117,749,210 A Shares had been converted, and the remaining bonds value was RMB 22,142,709,000.
 
 
24

 
 
 
(2)  
Top ten convertible bond holders and number of bonds held

Name of bond holders
Number of bonds held
 
 
(RMB Millions)
 
     
Clearing Participant’s Special Account for Collateral Bond Repurchase (China Construction Bank)
  2,708.6  
Clearing Participant’s Special Account for Collateral Bond Repurchase (Industrial and Commercial Bank of China)
  2,004.3  
Clearing Participant’s Special Account for Collateral Bond Repurchase (China Agricultural Bank)
  1,569.4  
Guotai Junan Securities Co., Ltd.’s Special Account for Collateral Bond Repurchase
  790.0  
Xingquan Convertible Bond Hybrid Securities Investment Fund
  787.7  
Sunshine Life Insurance Company Ltd. -Dividend-paying Insurance
  723.2  
Clearing Participant’s Special Account for Collateral Bond Repurchase (Bank of China)
  649.8  
China Life Insurance Company Ltd. -Dividend-individual dividend-005L-FH002 Shanghai
  635.1  
UBS AG
  541.7  
Clearing Participant’s Special Account for Collateral Bond Repurchase (Bank of Communications)
  530.0  

 
(3)
Information on major changes in profitability, assets and credit of the guarantor of the Company’s convertible bond
   
China Petrochemical Corporation, guarantor of the Sinopec CB, maintains an unchanged domestic long-term credit rating of AAA. In May 2012, the international credit rating agencies, Moody’s and Standard & Poor’s gave China Petrochemical Corporation a rating of Aa3 and A+ respectively.
     
 
(4)  
Information on the Company’s liabilities and credit changes as well as the cash arrangement for the future annual debt repayment
   
As of 30 June 2012, the Company’s debt to asset ratio is 56.25%. The debt ratio was basically kept stable and there was no significant change in the structure. The Company’s domestic credit rating remained AAA on a long-term basis. With its good financing and repayment capabilities, the Company obtained sufficient credit limit from the domestic commercial banks. Sinopec Corp. primarily uses its own fund to repay the due liabilities and pay interests on schedule. The shortfall will be obtained through the bank loans or direct financing in the capital market to ensure repaying the principle and pay interest on loans on time.
     
 
(5)
Use of proceeds

 
RMB million
               
Total proceeds
 
22,889.38Note1
 
Total proceed used in this reporting period
    4,988  
       
Total cumulative use of proceed
    22,159  

                                   
 
Investment
         
Actual
               
Compliance
 
 
amount
   
Any change
   
proceed
   
Returns
   
Whether
   
with expected
 
Projects promised
planned
   
in projects
   
used
   
accrued
   
on schedule
   
return
 
                                   
Wuhan 800,000 tpa ethylene project
  11,289.38    
No
   
11,400Note2
   
No
   
Yes
       
Anqing refinery revamping project
  3,000    
No
      2,945    
No
   
Yes
       
Shijiazhuang refinery revamping project
  3,200    
No
      2,414    
No
   
Yes
       
Yulin-Jinan gas pipeline project
  3,300    
No
      3,300    
Note3
   
Yes
   
Note3
 
Rizhao-Yizheng crude oil pipeline and supporting projects
  2,100    
No
      2,100     Note4    
Yes
    Note4  
Total
  22,889.38             22,159                    
Statements on the failure to realise planned schedule and expected return
       
No
                                 
Statements on the reasons and procedures of changes
       
No
                                 

 
Note 1:
After deducting the issuance cost of RMB 110.62 million (including the commissions for bookrunners and other costs for the intermediary agencies).
     
 
Note 2:
The total promised proceeds allocated to Wuhan 800,000 tpa ethylene project were RMB 11,400 million, and in consideration of the issuance cost, the total promised proceeds allocated to this project were adjusted as RMB 11,289.38 million. As at 30 June 2012, the total cumulative use of proceeds in this project were RMB 11,400 million, which were consistent with the original total promised proceeds. The company has withdrawn RMB 110.62 million from this project and deposited into fundraising special account on 7 August 2012, consequently the actual total cumulative use of proceeds in this project were RMB 11,289.38 million, which were consistent with the adjusted total promised proceeds.
     
 
Note 3:  
The Company’s committed financial benefits are expected after-tax financial internal rate of return. The useful life of Yulin-Jinan gas pipeline project is 20 years. This committed project has been put into operation since the first half of 2012, and the operating period is too short to determine whether this committed project achieved the estimated after-tax financial internal rate of return as committed for the entire operating period of the project. The net cash flow realised during current period satisfied the estimated net cash flow in the project budget.
     
 
Note 4:
The Company’s committed financial benefits are expected after-tax internal rate of return. The useful life of Rizhao-Yizheng crude oil pipeline and supporting project is 20 years. This committed project has been put into operation at the end of 2011, and the operating period is too short to determine whether this committed project achieved the estimated after-tax financial internal rate of return as committed for the entire operating period of the project. The net cash flow realised during current period did not satisfy the estimated net cash flow in the project budget.
 
 
25

 
 
4
ISSUANCE OF RMB 20 BILLION CORPORATE BOND
 
On June 1, 2012, Sinopec Corp. successfully issued a 5-year term and a 10-year term domestic corporate bond which amounted to RMB 13 billion and RMB 7 billion with a fixed annual coupon rate of 4.26% and 4.90%, respectively. On 13 June 2012, 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 on 30 May 2012.
   
5  
CORPORATE BOND ISSUED AND INTEREST PAYMENT
 
On 24 February 2004, Sinopec Corp. successfully issued 10-year term domestic corporate bonds which amounted to RMB 3.5 billion with a credit rating of AAA and a fixed annual 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 announcement 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. As of 30 June 2012, the principal balance of the corporate bonds was RMB 3.5 billion. By 24 February 2012, Sinopec Corp. had paid the full amount of annual coupon interest for the eighth interest payment year.
   
 
Sinopec Corp. issued RMB 30 billion bonds with warrants on February 20, 2008 domestically. The Bonds with Warrants have a 6-year term and 0.8% per annum fixed coupon rate. On 4 March 2008, the aforementioned corporate bonds were listed on the Shanghai Stock Exchange. For further details, please refer to Sinopec Corp.’s announcement published in China Securities Journal, Shanghai Securities News and Securities Times in Mainland China on 18 February 2008. By 20 February 2012, Sinopec Corp. had paid the full amount of coupon interest for the fourth interest payment year.
   
 
On 21 May 2010, Sinopec Corp. successfully issued a 5-year term and a 10-year term domestic corporate bond which amounted to RMB11 billion and RMB9 billion with a fixed coupon rate of 3.75% and 4.05%. On 9 June 2010, 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 on 19 May 2010. By  21 May 2012, Sinopec Corp. had paid the full amount of coupon interest for the second interest payment year.
   
6
PROPOSED ISSUANCE OF RMB 30 BILLION A SHARES CONVERTIBLE BONDS
 
On 12 October 2011, Sinopec Corp. held the first extraordinary general meeting of Sinopec Corp. for the year 2011. During the meeting, the Proposals Regarding Issuance of A Share Convertible Bonds and Other Related Matters were considered and approved. The total value of A share convertible bonds will not exceed RMB 30 billion and the proceeds will be used in the Shandong LNG project, Jinling oil products quality upgrading project, Maoming oil products quality upgrading, revamping and expansion project, Yangzi oil products quality upgrading and revamping project, Changling oil products quality upgrading and revamping project, Jiujiang oil products quality upgrading and revamping project, Anqing Branch crude oil with sulfur refinery revamping and oil products quality upgrading project and Shijiazhuang Refinery Branch oil products quality upgrading and crude oil revamping project. The issuance of A share convertible bond obtained conditional approval at the offering examination meetings from China Securities Regulatory Commission on 23 March 2012.
   
7
INCREASED HOLDINGS OF SINOPEC CORP. A SHARES BY CHINA PETROCHEMICAL CORPORATION
 
On 9 January 2012, China Petrochemical Corporation increased holdings of Sinopec A shares by 39,083,199 shares by purchasing share in transaction system of the Shanghai Stock Exchange, after the shareholding increase, China Petrochemical Corporation directly and indirectly holds 66,222,627,692 shares of Sinopec Corp., accounting for 76.27% of total issued share capital of Sinopec Corp. issued as at 30 June 2012.
   
8
MAJOR PROJECTS
   
 
(1)
Wuhan Ethylene Project
   
Wuhan ethylene project mainly consists of 800,000 tpa ethylene and downstream auxiliary facilities. Construction commenced in December 2007. It’s expected to be completed and put into operation in 2013.
     
 
(2)
Shandong LNG project
   
Shandong LNG project mainly includes construction of one wharf and one terminal designated for LNG with 3 million tpa loading and unloading capacity and auxiliary transportation pipelines for natural gas. Construction commenced in September 2010. It’s expected to be completed and put into operation in 2014.
     
 
(3)
Yuanba Gas Field 1.7billion m3 Test Production Project
   
The project mainly includes construction of one purification plant and auxiliary facilities. The production capacity of newly-built plant in terms of the gas purification of natural gas is 1.7 billion m3 per annum. Construction commenced in September 2011. It’s expected to be completed in 2013.
 
 
26

 
 
9
RELATED TRANSACTIONS IN THE REPORTING PERIOD
 
Sinopec Corp. and China Petrochemical Corporation entered into a number of agreements in respect of continuing connected transactions, including the mutual supply agreement, the cultural, educational, hygiene and community services agreement, the land use rights leasing agreement, the properties leasing agreement, the intellectual property licence agreement and safety production insurance fund document.
   
 
The aggregate amount of related transactions actually incurred of the Company during the reporting period was RMB 271.558 billion, of which, expenses amounted to RMB 101.931 billion, (including RMB 95.62 billion of purchase of goods and services, RMB 2.063 billion of auxiliary and community services, RMB 3.685 billion of operating lease fee, RMB 563 million of interest expenses). Among the above, purchase from China Petrochemical Corporation amounted to RMB 68.677 billion (including purchase of products and services, i.e. procurement, storage, exploration and production services and production-related services, which amounted to RMB 62.368 billion, representing 4.77% of the Company’s operating expenses for the reporting period). The auxiliary and community services provided by China Petrochemical Corporation to the Company were RMB 2.063 billion, representing 0.16% of the operating expenses of the Company. The housing rental payment incurred by the Company was RMB 213 million, the land rental paid was RMB 3.384 billion, and the expenses for other lease were RMB 86 million. The interest expenses were RMB 563 million. The revenue amounted to RMB 169.627 billion (including RMB 169.491 billion of sales of products and services, RMB 58 million of interest income, RMB 78 million of agency commission receivable), of which the sales to China Petrochemical Corporation amounted to RMB 53.587 billion, including RMB 53.509 billion of sales of products and services, representing 3.97% of operating revenues, RMB 58 million of interest income, and RMB 20 million of agency commission receivable.
   
 
In this reporting period. The Company provided RMB579 million of loans to certain jointly controlled entities of China Petrochemical Corporation.
   
 
The aforementioned connected transactions occurred during this reporting period was implemented in accordance with the relevant connected transaction agreements.
   
10  
NO SIGNIFICANT LITIGATION, ARBITRATION MATTERS HAPPENED TO SINOPEC CORP. DURING THE REPORTING PERIOD
   
11
OTHER SIGNIFICANT CONTRACT
 
During the reporting period, Sinopec Corp. had disclosed all significant contracts which should be disclosed.
   
12
ASSETS TRANSACTIONS
 
Not applicable
   
13
INSOLVENCY AND RESTRUCTURING
 
Not applicable
   
14
SIGNIFICANT TRUSTEESHIP, CONTRACTING AND LEASE
 
During this reporting period, Sinopec Corp. was not involved in respect of significant trusteeship, contracting or lease of any other company’s assets, nor placing its assets to or under any other companies’ trusteeship, contracting or lease which would require disclosure.
   
15
ENTRUSTED CASH ASSETS MANAGEMENT
 
Not applicable.
   
16
ENTRUSTED LOAN
 
To optimise the internal utilisation of available funds and lower the overall cost of capital, the 12th meeting of the board approved Sinopec Corp. of providing entrusted loan to Zhangjiang Dongxing and Hainan Refineries, two subsidiaries of Sinopec Corp., with no more than RMB 10 billion for each calendar year and loan rate no less than same-period commercial bank deposit rate. The entrusted loan constitutes continuing connected transactions under chapter 14A of the Hong Kong Listing Rules. The details of entrusted loan during this reporting period are as follows:
 
Loan to
Amount
 
Term
 
Interest rate
 
 
(RMB billion)
 
from
 
to
     
                 
                 
Zhanjiang Dongxing Petrochemical Company Limited
  2  
28 March 2011
 
28 March 2012
    4.20%  

 
The above-mentioned entrusted loan was repaid by zhanjiang DongXing during this reporting period.
 
 
27

 
 
17
RISK ASSESSMENT ON THE FUNDS DEPOSITED WITH SINOPEC FINANCE CO., LTD. (SINOPEC FINANCE)
 
Sinopec Corp. adhered strictly to the Rules Concerning Risk Control on Connected Transactions of China Petroleum & Chemical Corporation and Sinopec Finance Co., Ltd., which provides prevention against assets risk and ensures Sinopec Corp.’s discretion in dealing with its deposits in Sinopec Finance. In the meantime, China Petrochemical Corporation, as the parent company of Sinopec Finance, undertook that it would, in the event of emergency whereby Sinopec Finance has difficulties to make payments, according to the actual needs to resolve the payment problem, help to increase the capital of Sinopec Finance. In the first half of 2012, the aggregate month-end balance of deposits was RMB 4.47 billion, which had not exceeded the relevant cap for deposits, i.e. RMB 9.5 billion, approved by independent shareholders of the Sinopec Corp.. In routine operations, as tested and assessed,  Sinopec Corp. can withdraw the total amount of the savings deposited in Sinopec Finance, hence no capital risk exists.
   
18 
MATERIAL GUARANTEE CONTRACTS AND STATUS OF IMPLEMENTATION
Unit: RMB millions

External guarantees provided by the Company (not including guarantees provided for its controlled subsidiaries)
 
Name of Guarantor
 
Relationship with the listed company
 
Name of the Guarantee
Amount of Guarantee
 
Date of Guarantee (Date of execution of agreement)
 
Term
 
Type of Guarantee
 
Whether Completed or Not
 
Whether overdue or not
 
Guarantee for Overdue Amount
 
Counter- Guaranteed
 
Whether  for a connected party (Yes or no) note1
                                           
Sinopec Corp.
 
The listed company itself.
 
Yueyang SINOPEC Shell Coal Gasification Corporation Ltd.
  264  
10 December 2003
 
10 December 2003 – 10 December 2017
 
Joint liability guarantee
 
No
 
No
 
No
 
No
 
No
Sinopec Yangzi Petrochemical Company Limited
 
Wholly-owned subsidiary
 
BP YPC Acetyls Company (Nanjing) Ltd
  376          
Joint liability guarantee
 
No
 
No
 
No
 
No
 
No
Sinopec Sales Co., Ltd.
 
Wholly-owned subsidiary
 
Xiamen Botan Storage Company Limited
  75          
Joint liability guarantee
 
No
 
No
 
No
 
No
 
No
SSI
 
Controlled subsidiaries
 
New Bright International Development Limited/ Sonangol E.P
  6,186          
Joint liability guarantee
 
No
 
No
 
No
 
Yes
 
No
Total amount of guarantee provided during the reporting periodNote2
  79  
Total amount of guarantee outstanding at the end of the reporting periodNote2
  4,117  
Guarantees provided by Sinopec Corp. for its controlled subsidiaries
     
Total amount of guarantee for the controlled subsidiaries during the reporting period
  N/A  
Total amount of guarantee for the controlled subsidiaries outstanding at the end of the reporting period
  N/A  
Total amount of guarantee by the Company (including those provided for the controlling subsidiaries)
     
Total amount of guarantee (A+B)
  4,117  
Total amount of guarantee as a percentage of the Company’s net asset%
  0.85  
Amount of guarantee provided for shareholders, actual controllers and connected parties (C)
  N/A  
Amount of debt guarantee provided directly or indirectly for the companies with liabilities to asset ratio of over 70% (D)
  2,382  
Amount of guarantee in excess of 50% of the total net assets (E)
  N/A  
Total amount of guarantee of the above three items (C+D+E)
  2,382  
Explanations of joint liability incurred from undue guarantees
  N/A  
Remarks on guarantee
  N/A  

 
Note 1:
As defined in Article 10.1.3 of the Share Listing Rules of Shanghai Stock Exchange.
     
 
Note 2: 
Total amount of guarantee provided during the reporting period and total amount of guarantees outstanding at the end of the reporting period include the guarantees provided by the controlled subsidiaries to external parties. The amount of guarantees assumed by Sinopec Corp. is the amount of the external guarantees provided by each controlling subsidiary multiplied by Sinopec Corp.’s respective shareholding in the controlled subsidiary.
 
 
28

 
 
19 
FUND PROVIDED BETWEEN CONNECTED PARTIES
Unit: RMB millions

 
Fund to Connected Parties
   
Fund from Connected Parties
 
Connected Parties
Amount incurred
   
Balance
   
Amount incurred
   
Balance
 
                       
China Petrochemical Corporation
  868       3,007       (2,411 )     7,975  
Other connected parties
  806       1,769              
Total
  1,674       4,776       (2,411 )     7,975  

20 
PERFORMANCE OF THE UNDERTAKINGS
 
(1)  
Till the end of the reporting period, the major undertakings given by China Petrochemical Corporation included follows:
       
   
i
Complying with the connected transaction agreements;
       
   
ii
Solving the issues regarding legality of the land use rights certificates and property ownership rights certificates within a specified period of time;
       
   
iii
Implementing the Re-organization Agreement
       
   
iv  
Granting licenses for intellectual property rights;
       
   
v
Avoiding competition within the same industry; and
       
   
vi
Withdrawing from the business competition and conflict of interests with Sinopec Corp.
       
     
Details of the above undertakings  were included in the prospectus for the issuance of A shares of Sinopec Corp. published in China Securities Journal, Shanghai Securities News, and Securities Times on 22 June 2001.
       
   
vii
On 27 October 2010, Sinopec Corp. disclosed an announcement, in which China Petrochemical Corporation made commitments, as the major refining business of China Petrochemical Corporation has been injected to Sinopec Corp., it’ll dispose of its existing minor refining business to eliminate competition with Sinopec Corp within five years.
       
     
On 15 March 2012, Sinopec Corp. disclosed an announcementChina Petrochemical Corporation undertakes that:
       
     
Sinopec Corp. shall become the sole platform which deals with the exploration and production of oil and gas, oil refining, chemicals, sale of petroleum products after the integration of these upstream, midstream and downstream businesses in China Petrochemical Corporation.
       
     
China Petrochemical Corporation will dispose its minor remaining chemicals business within the next five years in order to avoid the competition with Sinopec Corp. with regard to the chemicals business.
       
     
Given that China Petrochemical Corporation engages in the same or similar businesses as Sinopec Corp. with regard to the exploration and production of overseas petroleum and natural gas, after a thorough analysis from political and economic perspectives, Sinopec Corp. proposes to acquire overseas oil and gas assets owned by China Petrochemical Corporation when appropriate (the Proposed Acquisitions). China Petrochemical Corporation undertakes to transfer such assets to Sinopec Corp., provided that the Proposed Acquisitions comply with the applicable laws and regulations, contractual obligations and other procedural requirements at the time of the respective Proposed Acquisitions.
       
     
During the reporting period, Sinopec Corp. was not aware of any breach of the above-mentioned major undertakings by China Petrochemical Corporation.
       
 
(2)
As at the end of the reporting period, Sinopec Corp. made no undertakings in respect of results, undertakings in respect of assets injection, or assets restructuring which were not fully performed, or assets or projects earnings prediction.
     
21
SHAREHOLDER’S RIGHTS INCENTIVE PLAN
 
Not applicable.
   
22
ACCOUNTING FIRMS
 
At the 2011 Annual General Meeting of Shareholders of the Company held on 11 May 2012, KPMG Huazhen (as stipulated in the Notice on the ‘Sino-foreign Joint Venture Accounting Firms Localisation Conversion Programme’ (Caikuai [2012] No.8), KPMG Huazhen completed a conversion, and KPMG Huazhen’s full name has been changed to KPMG Huazhen (Special General Partnership) since 1 August 2012.) and KPMG were reappointed as the domestic and overseas auditors of the Company for the year of 2012 respectively. In addition, the Board of Directors was authorized to determine the remuneration for the auditors. The accrued audit fee for the first half of 2012 was RMB 31 million. The financial statements for the first half of 2012 have been audited by KPMG Huazhen (Special General Partnership) and KPMG. The signing certified public accountants of KPMG Huazhen(Special General Partnership) are Zhang Jingjing and Hu Jianfei.
   
23
REPURCHASE, SALE AND REDEMPTION OF SHARES
 
None of Sinopec Corp. or any of its subsidiaries  repurchased, sold or redeemed any listed securities of Sinopec Corp. or its subsidiaries during the reporting period.
 
 
29

 
 
24 
OTHER IMPORTANT ITEMS AND THEIR INFLUENCES AND DESCRIPTION OF THE SOLUTION
     
 
(1)  
Status of investment in shares and securities

No.
 
Stock Code
 
Abbreviation
 
Number of shares held at the end of period
 
Amount of initial investment
 
Book value at the end of period
 
Book value at the beginning of period
 
Accounting
items
                             
1  
384 (Hong Kong)
 
China Gas Holdings Limited
 
210 million shares
 
RMB 136,426,500.00
 
RMB 136,426,500.00
 
RMB 136,426,500.00
 
Long-term equity investment

 
(2)
Status of shares holding of financial institutions such as commercial banks, securities companies, insurance companies, trust companies or future companies etc.

   
Financial institutions
 
Initial investment (RMB 10,000)
 
Number of shares holding (RMB 10,000)
 
Proportion in total shares
 
Book value at the end of the period (RMB 10,000)
 
Profit/loss in the period (RMB 10,000)
 
Change of shareholders’ funds in the period
 
Accounting items
 
Shares origin
                                     
1
 
Beijing International Trust Co., Ltd
 
20,000
 
20,000
 
14.29%
 
20,000
 
3,000
 
0
 
Long-term equity investment
 
investment
2
 
Zhengzhou Commercial Bank Co., Ltd.
 
1,000
 
1,000
 
0.25%
 
1,000
 
0
 
0
 
Long-term equity investment
 
Debt to shares
Total
 
21,000
 
 
 
21,000
 
3,000
 
0
 
 
   

25 
PROFIT WARNING AND DESCRIPTION FOR THE PROJECTION OF POSSIBLE NET LOSSES OR SIGNIFICANT DECREASE IN TERMS OF AGGREGATE NET PROFIT FROM THE BEGINNING OF THE YEAR TO THE NEXT REPORTING PERIOD COMPARED WITH THE CORRESPONDING PERIOD LAST YEAR.
 
Not applicable
 
 
30

 

DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

As at 30 June 2012, members of the Fifth Session of the Board of Directors, Fifth Session of the Board of Supervisors, and the other members of the senior management are as follows:

1.
DIRECTORS

The members of the Fifth Session of the Board of Directors

Name
 
Gender
 
Age
 
Position in the Company
 
Tenure
                 
Fu Chengyu
 
Male
 
60
 
Chairman
 
May, 2012 - May, 2015
Wang Tianpu
 
Male
 
49
 
Vice Chairman, President
 
May, 2012 - May, 2015
Zhang Yaocang
 
Male
 
58
 
Vice Chairman
 
May, 2012 - May, 2015
Zhang Jianhua
 
Male
 
47
 
Director, Senior Vice President
 
May, 2012 - May, 2015
Wang Zhigang
 
Male
 
55
 
Director, Senior Vice President
 
May, 2012 - May, 2015
Cai Xiyou
 
Male
 
50
 
Director, Senior Vice President
 
May, 2012 - May, 2015
Cao Yaofeng
 
Male
 
58
 
Director
 
May, 2012 - May, 2015
Li Chunguang
 
Male
 
56
 
Director
 
May, 2012 - May, 2015
Dai Houliang
 
Male
 
48
 
Director, Senior Vice President
 
May, 2012 - May, 2015
Liu Yun
 
Male
 
55
 
Director
 
May, 2012 - May, 2015
Chen Xiaojin
 
Male
 
67
 
Independent Non-executive Director
 
May, 2012 - May, 2015
Ma Weihua
 
Male
 
64
 
Independent Non-executive Director
 
May, 2012 - May, 2015
Jiang Xiaoming
 
Male
 
58
 
Independent Non-executive Director
 
May, 2012 - May, 2015
Andrew Y. Yan
 
Male
 
54
 
Independent Non-executive Director
 
May, 2012 - May, 2015
Bao Guoming
 
Female
 
61
 
Independent Non-executive Director
 
May, 2012 - May, 2015

2.  
SUPERVISORS

The members of the Fifth Session of the Board of Supervisors

Name
 
Gender
 
Age
 
Position in the Company
 
Tenure
                 
Xu Bin
 
Male
 
56
 
Chairman
 
May, 2012 - May, 2015
Geng Limin
 
Male
 
57
 
Supervisor
 
May, 2012 - May, 2015
Li Xinjian
 
Male
 
58
 
Supervisor
 
May, 2012 - May, 2015
Zou Huiping
 
Male
 
51
 
Supervisor
 
May, 2012 - May, 2015
Kang Mingde
 
Male
 
61
 
Independent Supervisor
 
May, 2012 - May, 2015
Zhou Shiliang
 
Male
 
54
 
Employee Representative Supervisor
 
May, 2012 - May, 2015
Chen Mingzhen
 
Male
 
54
 
Employee Representative Supervisor
 
May, 2012 - May, 2015
Jiang Zhenying
 
Male
 
47
 
Employee Representative Supervisor
 
May, 2012 - May, 2015
Yu Renming
 
Male
 
48
 
Employee Representative Supervisor
 
May, 2012 - May, 2015

3.  
OTHER MEMBERS OF SENIOR MANAGEMENT

Other members of senior management

Name
 
Gender
 
Age
 
Position in the Company
 
               
Wang Xinhua
 
Male
 
56
 
Chief Financial Officer
 
Zhang Kehua
 
Male
 
58
 
Vice President
 
Zhang Haichao
 
Male
 
55
 
Vice President
 
Jiao Fangzheng
 
Male
 
49
 
Vice President
 
Lei Dianwu
 
Male
 
50
 
Vice President
 
Ling Yiqun
 
Male
 
49
 
Vice President
 
Huang Wensheng
 
Male
 
45
 
Secretary to the Board of Directors
 

CHANGING IN SHAREHOLDINGS OF DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT
During the reporting period, other than the 10,000 A shares of Sinopec Corp. held by vice president Ling Yiqun, none of the directors, supervisors and other senior managers of Sinopec Corp. has held any shares of Sinopec Corp.
 
 
31

 

REPORT OF THE PRC AUDITOR


 
All Shareholders of China Petroleum & Chemical Corporation:

We have audited the accompanying financial statements of China Petroleum & Chemical Corporation (the Company), which comprise the consolidated balance sheet and balance sheet as at 30 June 2012, the consolidated income statement and income statement, the consolidated cash flow statement and cash flow statement, the consolidated statement of changes in equity and statement of changes in equity for the six-month period then ended, and notes to the financial statements.

1.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s management is responsible for the preparation and fair presentation of these financial statements. This responsibility includes: (1) preparing these financial statements in accordance with Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China, and fairly presenting them; (2) designing, implementing and maintaining internal control which is necessary to enable that the financial statements are free from material misstatement, whether due to fraud or error.

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 Standards on Auditing for Certified Public Accountants. Those standards require that we comply with China Code of Ethics for Certified Public Accountants, and plan and perform the audit to obtain reasonable assurance about 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 and fair presentation 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 present fairly, in all material respects, the consolidated financial position and financial position of the Company as at 30 June 2012, and the consolidated financial performance and financial performance and the consolidated cash flows and cash flows of the Company for the six-month period then ended in accordance with the requirements of Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China.





 
KPMG Huazhen
 
Certified Public Accountants
(Special General Partnership)
 
Registered in the People’s Republic of China
     
   
Zhang Jingjing
   
Hu Jianfei
     
Beijing, The People’s Republic of China
 
24 August 2012
 
 
32

 
 
(A)  
FINANCIAL STATEMENTS PREPARED UNDER CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES CONSOLIDATED BALANCE SHEET
 
as at 30 June 2012

   
Note
   
At 30 June
   
At 31 December
 
         
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Assets
                 
Current assets
                 
Cash at bank and on hand
  5       13,960       25,197  
Bills receivable
  6       15,658       27,961  
Accounts receivable
  7       84,047       58,721  
Other receivables
  8       15,126       7,360  
Prepayments
  9       6,754       4,096  
Inventories
  10       207,230       203,417  
Other current assets
          1,134       836  
Total current assets
          343,909       327,588  
Non-current assets
                     
Long-term equity investments
  11       47,498       47,458  
Fixed assets
  12       547,671       565,936  
Construction in progress
  13       139,955       111,311  
Intangible assets
  14       44,459       34,842  
Goodwill
  15       6,536       8,212  
Long-term deferred expenses
  16       9,305       9,076  
Deferred tax assets
  17       15,167       13,398  
Other non-current assets
  18       13,678       12,232  
Total non-current assets
          824,269       802,465  
Total assets
          1,168,178       1,130,053  
Liabilities and shareholders’ equity
                     
Current liabilities
                     
Short-term loans
  20       86,720       36,985  
Bills payable
  21       4,276       5,933  
Accounts payable
  22       172,949       177,002  
Advances from customers
  23       53,494       66,686  
Employee benefits payable
  24       5,985       1,795  
Taxes payable
  25       16,722       39,622  
Other payables
  26       53,119       57,662  
Short-term debentures payable
  29       30,000        
Non-current liabilities due within one year
  27       14,955       43,388  
Total current liabilities
          438,220       429,073  
Non-current liabilities
                     
Long-term loans
  28       51,997       54,320  
Debentures payable
  29       120,074       100,137  
Provisions
  30       19,304       18,381  
Deferred tax liabilities
  17       15,423       15,181  
Other non-current liabilities
          3,939       3,436  
Total non-current liabilities
          210,737       191,455  
Total liabilities
          648,957       620,528  
Shareholders’ equity
                     
Share capital
  31       86,820       86,702  
Capital reserve
  32       30,337       29,583  
Specific reserve
  33       4,182       3,115  
Surplus reserves
  34       180,683       178,263  
Retained earnings
          182,249       178,336  
Foreign currency translation differences
          (1,541 )     (1,600 )
Total equity attributable to shareholders of the Company
          482,730       474,399  
Minority interests
          36,491       35,126  
Total shareholders’ equity
          519,221       509,525  
Total liabilities and shareholders’ equity
          1,168,178       1,130,053  

These financial statements have been approved by the board of directors on 24 August 2012.
 
Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)
 
The notes on pages 41 to 96 form part of these financial statements.

 
33

 

BALANCE SHEET
as at 30 June 2012

   
Note
   
At 30 June
   
At 31 December
 
         
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Assets
                 
Current assets
                 
Cash at bank and on hand
  5       5,792       20,953  
Bills receivable
  6       2,378       17,802  
Accounts receivable
  7       16,456       16,829  
Other receivables
  8       29,814       28,127  
Prepayments
  9       7,319       5,410  
Inventories
  10       135,811       144,148  
Other current assets
          704       502  
Total current assets
          198,274       233,771  
Non-current assets
                     
Long-term equity investments
  11       106,396       102,101  
Fixed assets
  12       454,976       470,825  
Construction in progress
  13       123,124       101,641  
Intangible assets
  14       37,858       28,458  
Long-term deferred expenses
  16       8,175       8,018  
Deferred tax assets
  17       11,157       10,249  
Other non-current assets
  18       7,588       7,479  
Total non-current assets
          749,274       728,771  
Total assets
          947,548       962,542  
Liabilities and shareholders’ equity
                     
Current liabilities
                     
Short-term loans
  20       3,649       3,842  
Bills payable
  21       3,022       3,052  
Accounts payable
  22       102,722       128,138  
Advances from customers
  23       46,162       63,561  
Employee benefits payable
  24       5,158       1,341  
Taxes payable
  25       13,646       32,053  
Other payables
  26       87,985       74,525  
Short-term debentures payable
  29       30,000        
Non-current liabilities due within one year
  27       14,844       43,281  
Total current liabilities
          307,188       349,793  
Non-current liabilities
                     
Long-term loans
  28       51,036       53,783  
Debentures payable
  29       120,074       100,137  
Provisions
  30       17,982       17,114  
Deferred tax liabilities
  17       7,972       7,350  
Other non-current liabilities
          2,033       1,759  
Total non-current liabilities
          199,097       180,143  
Total liabilities
          506,285       529,936  
Shareholders’ equity
                     
Share capital
  31       86,820       86,702  
Capital reserve
  32       38,808       37,983  
Specific reserve
  33       3,452       2,571  
Surplus reserves
  34       180,683       178,263  
Retained earnings
          131,500       127,087  
Total shareholders’ equity
          441,263       432,606  
Total liabilities and shareholders’ equity
          947,548       962,542  

These financial statements have been approved by the board of directors on 24 August 2012.
 
 
Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)
 

The notes on pages 41 to 96 form part of these financial statements.

 
34

 

CONSOLIDATED INCOME STATEMENT
for the six-month period ended 30 June 2012

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Operating income
  35       1,348,072       1,233,272  
Less:  Operating costs
  35       1,152,431       1,029,875  
Sales taxes and surcharges
  36       95,267       93,285  
Selling and distribution expenses
          18,922       16,650  
General and administrative expenses
          29,223       28,502  
Financial expenses
  37       5,533       3,486  
Exploration expenses, including dry holes
  38       6,882       5,652  
Impairment losses
  39       7,048       2,712  
Add:  Gain from changes in fair value
  40       510       305  
Investment income
  41       232       2,822  
Operating profit
          33,508       56,237  
Add:  Non-operating income
  42       1,362       1,108  
Less:  Non-operating expenses
  43       587       590  
Profit before taxation
          34,283       56,755  
Less:  Income tax expense
  44       9,337       13,543  
Net profit
          24,946       43,212  
Attributable to:
                     
Equity shareholders of the Company
          23,697       40,239  
Minority interests
          1,249       2,973  
Basic earnings per share
  56       0.273       0.464  
Diluted earnings per share
  56       0.263       0.452  
Net profit
          24,946       43,212  
Other comprehensive income
  45                  
Cash flow hedges
          1       139  
Available-for-sale financial assets
          1       1  
Share of other comprehensive income of associates
          26       (63 )
Foreign currency translation differences
          89       (234 )
Total other comprehensive income
          117       (157 )
Total comprehensive income
          25,063       43,055  
Attributable to:
                     
Equity shareholders of the Company
          23,784       40,100  
Minority interests
          1,279       2,955  

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)

 
The notes on pages 41 to 96 form part of these financial statements.

 
35

 

INCOME STATEMENT
for the six-month period ended 30 June 2012

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Operating income
  35       778,788       757,588  
Less:  Operating costs
  35       620,503       601,876  
Sales taxes and surcharges
  36       76,954       74,333  
Selling and distribution expenses
          16,061       14,311  
General and administrative expenses
          24,652       23,943  
Financial expenses
  37       4,898       3,481  
Exploration expenses, including dry holes
  38       6,882       5,652  
Impairment losses
  39       5,967       2,197  
Add:  Gain from changes in fair value
  40       568       245  
Investment income
  41       6,058       9,124  
Operating profit
          29,497       41,164  
Add:  Non-operating income
  42       1,148       1,007  
Less: Non-operating expenses
  43       536       560  
Profit before taxation
          30,109       41,611  
Less:  Income tax expense
  44       5,912       7,479  
Net profit
          24,197       34,132  
Other comprehensive income
          45          
Share of other comprehensive income in associates
          26       (63 )
Total other comprehensive income
          26       (63 )
Total comprehensive income
          24,223       34,069  

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)

 
The notes on pages 41 to 96 form part of these financial statements.

 
36

 

CONSOLIDATED CASH FLOW STATEMENT
for the six-month period ended 30 June 2012

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Cash flows from operating activities:
                 
Cash received from sale of goods and rendering of services
          1,543,118       1,393,347  
Rentals received
          246       202  
Other cash received relating to operating activities
          6,662       4,206  
Sub-total of cash inflows
          1,550,026       1,397,755  
Cash paid for goods and services
          (1,335,797 )     (1,183,778 )
Cash paid for operating leases
          (5,989 )     (6,341 )
Cash paid to and for employees
          (19,830 )     (16,789 )
Value added tax paid
          (30,243 )     (36,810 )
Income tax paid
          (12,130 )     (20,000 )
Taxes paid other than value added tax and income tax
          (116,749 )     (94,874 )
Other cash paid relating to operating activities
          (8,734 )     (8,300 )
Sub-total of cash outflows
          (1,529,472 )     (1,366,892 )
Net cash flow from operating activities
  47(a)       20,554       30,863  
Cash flows from investing activities:
                     
Cash received from disposal of investments
          1,315       2,482  
Dividends received
          1,250       1,997  
Net cash received from disposal of fixed assets and intangible assets
          166       168  
Cash received on maturity of time deposits with financial institutions
          1,177       707  
Cash received from derivative financial instruments
          738       3,329  
Other cash received relating to investing activities
          563       541  
Sub-total of cash inflows
          5,209       9,224  
Cash paid for acquisition of fixed assets and intangible assets
          (77,126 )     (53,782 )
Cash paid for acquisition of investments
          (4,825 )     (2,692 )
Cash paid for acquisition of time deposits with financial institutions
          (2,028 )     (5,045 )
Cash paid for derivative financial instruments
          (1,121 )     (3,028 )
Sub-total of cash outflows
          (85,100 )     (64,547 )
Net cash flow from investing activities
          (79,891 )     (55,323 )
Cash flows from financing activities:
                     
Cash received from borrowings
          388,230       277,196  
Cash received from issuance of 2011 Convertible Bonds, net of issuing expenses
                22,889  
Cash received from issuance of corporate bonds
          50,000       5,000  
Cash received from contribution from minority shareholders of subsidiaries
          936       22  
Sub-total of cash inflows
          439,166       305,107  
Cash repayments of borrowings
          (339,421 )     (272,658 )
Cash repayments of corporate bonds and redemption of 2007 Convertible Bonds
          (30,000 )     (1,036 )
Cash paid for dividends, profits distribution or interest
          (21,925 )     (14,848 )
Dividends paid to minority shareholders of subsidiaries
          (507 )     (420 )
Cash paid for acquisition of minority interests from subsidiaries, net
          (71 )     (15 )
Sub-total of cash outflows
          (391,924 )     (288,977 )
Net cash flow from financing activities
          47,242       16,130  
Effects of changes in foreign exchange rate
          7       38  
Net decrease in cash and cash equivalents
  47(b)       (12,088 )     (8,292 )

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)


The notes on pages 41 to 96 form part of these financial statements.

 
37

 

CASH FLOW STATEMENT
for the six-month period ended 30 June 2012

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB millions
   
RMB millions
 
                   
Cash flows from operating activities:
                 
Cash received from sale of goods and rendering of services
          902,674       863,953  
Rentals received
          166       202  
Other cash received relating to operating activities
          27,443       5,127  
Sub-total of cash inflows
          930,283       869,282  
Cash paid for goods and services
          (723,765 )     (699,362 )
Cash paid for operating leases
          (4,506 )     (5,339 )
Cash paid to and for employees
          (16,295 )     (13,842 )
Value added tax paid
          (24,706 )     (30,117 )
Income tax paid
          (6,701 )     (12,680 )
Taxes paid other than value added tax and income tax
          (96,517 )     (73,800 )
Other cash paid relating to operating activities
          (8,242 )     (7,947 )
Sub-total of cash outflows
          (880,732 )     (843,087 )
Net cash flow from operating activities
  47(a)       49,551       26,195  
Cash flows from investing activities:
                     
Cash received from disposal of investments
          307       1,754  
Dividends received
          5,324       1,285  
Net cash received from disposal of fixed assets and intangible assets
          152       130  
Cash received on maturity of time deposits with financial institutions
          1,090        
Other cash received relating to investing activities
          394       195  
Sub-total of cash inflows
          7,267       3,364  
Cash paid for acquisition of fixed assets and intangible assets
          (63,165 )     (37,846 )
Cash paid for acquisition of investments
          (5,170 )     (1,813 )
Cash paid for acquisition of time deposits with financial institutions
          (1,785 )     (3,830 )
Sub-total of cash outflows
          (70,120 )     (43,489 )
Net cash flow from investing activities
          (62,853 )     (40,125 )
Cash flows from financing activities:
                     
Cash received from borrowings
          78,151       38,904  
Cash received from issuance of 2011 Convertible Bonds, net of issuing expenses
                22,889  
Cash received from issuance of corporate bonds
          50,000       5,000  
Sub-total of cash inflows
          128,151       66,793  
Cash repayments of borrowings
          (79,528 )     (46,659 )
Repayments of corporate bonds and redemption of 2007 Convertible Bonds
          (30,000 )     (36 )
Cash paid for dividends, profits distribution or interest
          (21,177 )     (14,093 )
Sub-total of cash outflows
          (130,705 )     (60,788 )
Net cash flow from financing activities
          (2,554 )     6,005  
Net decrease in cash and cash equivalents
  47(b)       (15,856 )     (7,925 )

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)

 
The notes on pages 41 to 96 form part of these financial statements.

 
38

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2012

   
Share capital RMB millions
   
Capital reserve RMB millions
   
Specific reserve RMB millions
   
Surplus reserves RMB millions
   
Retained earnings RMB millions
   
Translation difference in foreign currency statements RMB millions
   
Total shareholders’ equity attributable to equity shareholders of the Company RMB millions
   
Minority interests RMB millions
   
Total share holders’ equity RMB millions
 
                                                       
Balance at 1 January 2011
    86,702       29,414       1,325       141,711       163,132       (1,157 )     421,127       31,555       452,682  
Change for the period
                                                                       
1.  Net profit
                            40,239             40,239       2,973       43,212  
2.  Other comprehensive income (Note 45)
          77                         (216 )     (139 )     (18 )     (157 )
Total comprehensive income
          77                   40,239       (216 )     40,100       2,955       43,055  
Transactions with owners, recorded directly in shareholders’ equity:
                                                                       
3. Appropriations of profits:
                                                                       
– Appropriation for surplus reserves
                      3,413       (3,413 )                        
– Distributions to shareholders (Note 46)
                            (11,271 )           (11,271 )           (11,271 )
4.  Acquisition of minority interests
          (16 )                             (16 )     (4 )     (20 )
5.  Distributions to minority interests, net of contributions
                                              (814 )     (814 )
6.  Net increase in specific reserve for the period
                1,215                         1,215       40       1,255  
7.  Government grants
          118                               118             118  
            102       1,215       3,413       (14,684 )           (9,954 )     (778 )     (10,732 )
Balance at 30 June 2011
    86,702       29,593       2,540       145,124       188,687       (1,373 )     451,273       33,732       485,005  
Balance at 1 January 2012
    86,702       29,583       3,115       178,263       178,336       (1,600 )     474,399       35,126       509,525  
Change for the period
                                                                       
1. Net profit
                            23,697             23,697       1,249       24,946  
2.  Other comprehensive income (Note 45)
          28                         59       87       30       117  
Total comprehensive income
          28                   23,697       59       23,784       1,279       25,063  
Transactions with owners, recorded directly in shareholders’ equity:
                                                                       
3.  Appropriations of profits:
                                                                       
– Appropriation for surplus reserves
                      2,420       (2,420 )                        
– Distributions to shareholders (Note 46)
                            (17,364 )           (17,364 )           (17,364 )
4.  Exercise of conversion of the 2011 Convertible Bonds (Note 31)
    118       799                               917             917  
5.  Rights issue of shares by a subsidiary (Note 32(ii))
          (18 )                             (18 )     781       763  
6.  Acquisition of minority interests
          (55 )                             (55 )     (16 )     (71 )
7.  Distributions to minority interests, net of contributions
                                              (720 )     (720 )
8.  Net increase in specific reserve for the period (Note 33)
                1,067                         1,067       41       1,108  
      118       726       1,067       2,420       (19,784 )           (15,453 )     86       (15,367 )
Balance at 30 June 2012
    86,820       30,337       4,182       180,683       182,249       (1,541 )     482,730       36,491       519,221  

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)

 
The notes on pages 41 to 96 form part of these financial statements.

 
39

 

STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2012

   
Share
   
Capital
   
Specific
   
Surplus
   
Retained
   
Total share
 
   
capital
   
reserve
   
reserve
   
reserves
   
earnings
   
holders’ equity
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                     
Balance at 1 January 2011
    86,702       37,922       1,025       141,711       118,059       385,419  
Change for the period
                                               
1.  Net profit
                            34,132       34,132  
2.  Other comprehensive income (Note 45)
          (63 )                       (63 )
Total comprehensive income
          (63 )                 34,132       34,069  
Transactions with owners, recorded directly in shareholders’ equity:
                                               
3.  Appropriations of profits:
                                               
– Appropriation for surplus reserves
                      3,413       (3,413 )      
– Distributions to shareholders (Note 46)
                            (11,271 )     (11,271 )
4.  Net increase in specific reserve for the period
                1,016                   1,016  
5.  Government grants
          108                         108  
            108       1,016       3,413       (14,684 )     (10,147 )
Balance at 30 June 2011
    86,702       37,967       2,041       145,124       137,507       409,341  
Balance at 1 January 2012
    86,702       37,983       2,571       178,263       127,087       432,606  
Change for the period
                                               
1.  Net profit
                            24,197       24,197  
2.  Other comprehensive income (Note 45)
          26                         26  
Total comprehensive income
          26                   24,197       24,223  
Transactions with owners, recorded directly in shareholders’ equity:
                                               
3.  Appropriations of profits:
                                               
– Appropriation for surplus reserves
                      2,420       (2,420 )      
– Distributions to shareholders (Note 46)
                            (17,364 )     (17,364 )
4.  Exercise of conversion of the 2011 Convertible Bonds (Note 31)
    118       799                   917          
5.  Net increase in specific reserve for the period (Note 33)
                881                   881  
      118       799       881       2,420       (19,784 )     (15,566 )
Balance at 30 June 2012
    86,820       38,808       3,452       180,683       131,500       441,263  

These financial statements have been approved by the board of directors on 24 August 2012.


Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
(Authorised representative)


The notes on pages 41 to 96 form part of these financial statements.
 
 
40

 

NOTES TO THE FINANCIAL STATEMENTS
for the six-month period ended 30 June 2012

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. 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.
       
BASIS OF PREPARATION
       
 
(1)
Statement of compliance China Accounting Standards for Business Enterprises (ASBE)
   
The financial statements have been prepared in accordance with the requirements of Accounting Standards for Business Enterprises – Basic Standards and 38 specific standards issued by the MOF on 15 February 2006 and the practice guide of the Accounting Standards for Business Enterprises, the explanations to the Accounting Standards for Business Enterprises and other regulations issued thereafter (collectively, ASBE). 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 cash flows and cash flows of the Company.
       
   
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 as revised by the China Securities Regulatory Commission (CSRC) in 2010.
       
 
(2)
Accounting period
   
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:
       
   
Financial assets and Liabilities
       
   
Available-for-sale financial assets (see Note 3(11))
       
   
Convertible bonds (see Note 3(11))
       
   
Derivative financial instruments (see Note 3(11))
       
 
(4)  
Functional currency and presentation currency
   
The functional currency of the Company’s and most of its subsidiaries is Renminbi. The Group’s consolidated financial statements are presented in Renminbi. The Company translates the financial statements of subsidiaries from their respective functional currencies into Renminbi (see Note 3(2)) if the subsidiaries’ functional currencies are not Renminbi.
 
 
41

 
 
SIGNIFICANT ACCOUNTING POLICIES
       
 
(1)  
Accounting treatment of business combination involving entities under common control and not under common control
       
   
(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 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 earnings in case of any shortfall in the share premium of capital reserve. Any costs directly attributable to the combination shall be recognised in profit or loss for the current period when occurred. The combination 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. Difference between the consideration paid by the Group as the acquirer, comprises of the aggregate of the fair value at the acquisition date of assets given, including equity interest of the acquiree held before the acquisition date, liabilities incurred or assumed, and equity securities issued by the acquirer in exchange for control of the acquiree, and the Group’s interest in the fair value of the identifiable net assets of the acquiree, is recognised as goodwill (Note 3(9)) if it is an excess, otherwise in the profit or loss. The expense incurred for equity securities and debt securities issued as the consideration of the combination is recognised in the initial cost of the securities. Any other expense directly attributable to the business combination is recognised in the profit or loss for the period. The difference between the fair value and the book value of the assets given is recognised in profit or loss. The acquiree’s identifiable assets, liabilities and contingent liabilities, if satisfying the recognition criteria, are recognised by the Group at their fair value at the acquisition date. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree.
       
   
(c)
Method for preparation of consolidated financial statements
     
The scope of consolidated financial statements is based on control and 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 year 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 year 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.
       
     
Where the Company acquired a minority interest from a subsidiary’s minority shareholders, the difference between the investment cost and the newly acquired interest into the subsidiary’s identifiable net assets is adjusted to the capital reserve (capital surplus) in the consolidated balance sheet. Where the Company partially disposed an investment of a subsidiary that do not result in a loss of control, the difference between the proceeds and the corresponding share of the interest into the subsidiary is adjusted to the capital reserve (capital surplus) in the consolidated balance sheet. If the credit balance of capital reserve (capital surplus) is insufficient, any excess is adjusted to retained profits.
       
     
In a business combination involving entities not under common control achieved in stages, the Group remeasures its previously held equity interest in the acquiree on the acquisition date. The difference between the fair value and the net book value is recognised as investment income for the period. If other comprehensive income was recognised regarding the equity interest previously held in the acquiree before the acquisition date, the relevant other comprehensive income is transferred to investment income in the period in which the acquisition occurs.
       
     
Where control of a subsidiary is lost due to partial disposal of the equity investment held in a subsidiary, or any other reasons, the remaining equity investment is remeasured to fair value at the date in which control is lost. The sum of consideration received from disposal of equity investment and the fair value of the remaining equity investment, net of the fair value of the Group’s previous share of the subsidiary’s identifiable net assets recorded from the acquisition date, is recognised in investment income in the period in which control is lost. Other comprehensive income related to the previous equity investment in the subsidiary, is transferred to investment income when control is lost.
       
 
 
42

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(1)  
Accounting treatment of business combination involving entities under common control and not under common control (Continued)
       
   
(c)  
Method for preparation of consolidated financial statements (Continued)
     
Minority interest is presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to minority shareholders is presented separately in the consolidated income statement below the net profit line item.
       
     
The excess of the loss attributable to the minority interests during the period over the minority interests’ share of the equity at the beginning of the reporting period is deducted from minority interests.
       
     
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)
Transactions in foreign currencies and translation of financial statements in 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, 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 earnings, are translated to Renminbi at the spot exchange rates at the transaction dates. The income and expenses of foreign operation are translated to 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 profit or loss in the year 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 initially measured at cost. Cost includes the cost of purchase and processing, and other expenditures incurred in bringing the inventories to their present location and condition. 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.
       
   
At the balance sheet date, inventories are stated at the lower of cost and net realisable value.
       
   
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 of completion and the estimated costs necessary to make the sale and relevant taxes. The net realisable value of materials held for use in the production is measured based on the net realisable value of the finished goods in which they will be incorporated. The net realisable value of the quantity of inventory held to satisfy sales or service contracts is measured based on the contract price. If the quantities held by the Group are more than the quantities of inventories specified in sales contracts, the net realisable value of the excess portion of inventories is measured based on general selling prices.
       
   
Inventories include raw materials, work in progress, semi-finished goods, finished goods and reusable materials. Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do not meet the definition of fixed assets. Reusable materials are amortised in full when received for use. The amounts of the amortisation are included in the cost of the related assets or profit or loss.
       
   
Inventories are recorded by perpetual method.
       
 
 
43

 

 
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 separate financial statements, long-term equity investments in subsidiaries are accounted for using the cost method. Except for cash dividends or profits distributions declared but not yet distributed that have been included in the price or consideration paid in obtaining the investments, the Company recognises its share of the cash dividends or profit distributions declared by the investee as investment income irrespective of whether these represent the net profit realised by the investee before or after the investment. Investments in subsidiaries are stated at cost less impairment losses (see Note 3(12)) 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 Company’s share of the carrying amount of the subsidiary’s equity 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 earnings.
         
     
For a long-term equity investment obtained through a business combination not involving enterprises under common control, the initial investment cost comprises the aggregate of the fair values of assets transferred, liabilities incurred or assumed, and equity securities issued by the Company, in exchange for control of the acquiree. For a long-term equity investment obtained through a business combination not involving enterprises under common control, if it is achieved in stages, the initial cost comprises the carrying value of previously-held equity investment in the acquiree immediately before the acquisition date, and the additional investment cost 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 which operates under joint control in accordance with a contractual agreement between the Group and other ventures. 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 ventures. The Group generally consider the following circumstances in determining whether it can exercise joint control over the investee:
         
     
—  
whether any investor alone cannot control the operating activities of the investee;
         
     
whether it requires agreement of all ventures for decisions related to the fundamental operating activities of the investee;
         
     
whether the management of an investor who is appointed by all investors through the contract or agreement to manage the daily operations of the investee must be confined with the agreed-upon financing and operation policies.
         
     
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. The Group generally consider the following circumstances in determining whether it can exercise significant influence over the investee:
         
     
whether there is representative appointed to the board of directors or equivalent governing body of the investee;
         
     
whether to participate in the investee’s policy-making process;
         
     
whether there are significant transactions with the investees;
         
     
whether there is management personnel sent to the investee;
         
     
whether to provide critical technical information to the investee.
         
     
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 (see 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 profit or loss.
         
 
 
44

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(5)  
Long-term equity investments (Continued)
       
   
(b)  
Investment in jointly controlled entities and associates (Continued)
     
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 date 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 profit or loss.
       
     
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 net identifiable assets at the time of acquisition. Under the equity accounting method, unrealised profits and losses resulting from transactions between the Group and its associates or jointly controlled entities are eliminated to the extent of the Group’s interest in the associates or jointly controlled entities. Unrealised losses resulting from transactions between the Group and its associates or jointly controlled entities are fully recognised in the event that there is an 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 is 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 equals the share of losses not recognised.
       
     
The Group adjusts the carrying amount of the long-term equity investment for changes in owners’ equity of the investee other than those arising from net profits or losses, and recognises the corresponding adjustment in equity.
       
   
(c)
Other long-term equity investments
     
Other long-term equity investments refer to investments where the Group does not have control, joint control or significant influence over the investees, and for which the investments are not quoted in an active market and their fair value cannot 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.
       
     
Other long-term investments are subsequently accounted for under the cost method. The cash dividends or profits declared to be distributed by the investee entity are recognised as investment income irrespective of whether these represent the net profit realised by the investee before or after the investment, excluding the cash dividends or profits declared but not distributed in the considerations paid to acquire the investment.
       
   
(d)
The impairment assessment method and provision accrual on investment
     
The impairment assessment and provision accrual on investments in subsidiaries, associates and jointly controlled enterprises are stated in Note 3(12).
       
     
At each balance sheet date, other long-term equity investments are assessed for impairment on an individual basis. For other long-term equity investments, the amount of the impairment loss is measured 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.
       
     
The investments in other long-term equity investments are stated in the balance sheet at cost less impairment losses.
 
 
45

 
 
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(12)). Construction in progress is stated in the balance sheet at cost less impairment losses (see Note 3(12)).
     
   
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(19)), 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, each part is 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 profit or loss as incurred.
     
   
The Group terminates the recognition of an item of fixed asset when it is in a state of disposal or it is estimated that it is unable to generate any economic benefits through use or disposal. 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 profit or loss on the date of retirement or disposal.
     
   
Other than oil and gas properties, the cost of fixed assets less residual value and accumulated impairment losses is depreciated using the straight-line method over their estimated useful lives, unless the fixed asset is classified as held for sale (see Note 3(10)). The estimated useful lives and the estimated rate of residual values adopted for respective classes of fixed assets are as follows:

 
Estimated
 
Estimated rate
 
 
useful life
 
of residual value
 
         
Plants and buildings
12-50 years
    3%  
Equipment, machinery and others
4-30 years
    3%  

   
Useful lives, residual values and depreciation methods are reviewed at least each year end.
     
 
(7)  
Oil and gas properties
   
Oil and gas properties include the mineral interests in properties, wells and related support equipment arising from oil and gas exploration and production activities.
     
   
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 profit or loss in the year 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.
     
   
Capitalised costs relating to proved properties are amortised on a unit-of-production method.
 
 
46

 

 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(8)  
Intangible assets
   
Intangible assets, where the estimated useful life is finite, are stated in the balance sheet at cost less accumulated amortisation and provision for impairment losses (see Note 3(12)). For an intangible asset with finite useful life, its cost less estimated residual value and accumulated impairment losses is amortised on a straight-line basis over the expected useful lives, unless the intangible assets are classified as held for sale (see Note 3(10)).
         
   
An intangible asset is regarded as having an indefinite useful life and is not amortised when there is no foreseeable limit to the year over which the asset is expected to generate economic benefits for the Group.
         
 
(9)
Goodwill
   
The initial cost of goodwill represents the excess of cost of acquisition over the acquirer’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 is not amortised and is stated at cost less accumulated impairment losses (see Note 3(12)). On disposal of an asset group or a set of asset groups, any attributable amount of purchased goodwill is written off and included in the calculation of the profit or loss on disposal.
         
 
(10)
Non-current assets held for sale
   
A non-current asset is accounted for as held for sale when the Group has made a decision and signed a non-cancellable agreement on the transfer of the asset with the transferee, and the transfer is expected to be completed within one year. Such non-current assets may include fixed assets, intangible assets, investment property subsequently measured using the cost model, long-term equity investment, etc., but not include financial instruments and deferred tax assets. Non-current assets held for sale are stated at the lower of carrying amount and net realisable value. Any excess of the carrying amount over the net realisable value is recognised as an impairment loss.
         
 
(11)
Financial Instruments
   
Financial instruments of the Group include cash and cash equivalents, bond investments, equity securities other than long-term equity investments, receivables, derivative financial instruments, payables, loans, bonds payable, and share capital, etc.
         
   
(a)  
Classification, recognition and measurement of financial instruments
     
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 profit or loss, the relevant transaction cost is recognised in profit or loss. 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 at fair value recognised through profit or loss (including financial asset or financial liability held for trading)
         
       
A financial asset or financial liability is classified as at fair value through profit or loss if it is acquired or incurred principally for the purpose of selling or repurchasing in the near term or if it is a derivative, unless the derivative is a designated and effective hedging instrument, or a financial guarantee contract, or a derivative that is linked to and must be settled by delivery of an unquoted equity instrument (without a quoted price from an active market) whose fair value cannot be reliably measured. These financial instruments are initially measured at fair value with subsequently changes in fair value recognised in profit or loss. Subsequent to initial recognition, financial assets and financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
         
     
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 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. Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the effective interest method.
 
 
47

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(11)  
Financial Instruments (Continued)
         
   
(a)  
Classification, recognition and measurement of financial instruments (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.
         
       
Available-for-sale financial assets whose fair value cannot be measured reliably are measured at cost subsequent to initial recognition. Other than the above equity instrument investments whose 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 profit or loss. The cumulative gains and losses previously recognised in equity are transferred to profit or loss when the available-for-sale financial assets are derecognised. Dividend income from these equity instruments is recognised in profit or loss when the investee declares the dividends. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss (see Note 3(17) (c)).
         
     
Other financial liabilities
         
       
Financial liabilities other than the financial liabilities at fair value through profit or loss are classified as other financial liabilities.
         
       
Other financial liabilities include the liabilities arising from financial guarantee contracts. 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 contingencies (see Note 3(16)).
         
       
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)
Disclosure of financial assets and financial liabilities
     
In the balance sheet, financial assets and liabilities are not offset unless all the following conditions are met:
         
     
the Group has a legally enforceable right to set off financial assets against financial liabilities; and
         
     
the Group intend to settle the financial assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously.
         
   
(c)
Determination of fair value
     
If there is an active market for a financial asset or financial liability, the quoted price in the active market is used to establish the fair value of the financial asset or financial liability.
         
     
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)
Hedge accounting
     
Hedge accounting is a method which recognises the offsetting effects on profit or loss of changes in the fair values of the hedging instrument and the hedged item in the same accounting period(s).
         
     
Hedged items are the items that expose the Group to risks of changes in fair value or future cash flows and that are designated as being hedged. The Group’s hedged items include fixed-rate borrowings that expose the Group to risk of changes in fair values, floating rate borrowings that expose the Group to risk of variability in cash flows, and a forecast transaction that is settled with a fixed amount of foreign currency and expose the Group to foreign currency risk.
         
     
A hedging instrument is a designated derivative whose changes in fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item. For a hedge of foreign currency risk, a non-derivative financial asset or non-derivative financial liability may also be used as a hedging instrument.
         
     
The hedge is assessed by the Group for effectiveness on an ongoing basis and determined to have been highly effective throughout the accounting periods for which the hedging relationship was designated. The Group uses a ratio analysis to assess the subsequent effectiveness of a cash flow hedge, and uses a regression analysis to assess the subsequent effectiveness of a fair value hedge.
 
 
48

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
           
 
(11)  
Financial Instruments (Continued)
           
   
(d)  
Hedge accounting (Continued)
     
— 
Cash flow hedges
           
       
A cash flow hedge is a hedge of the exposure to variability in cash flows. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in shareholders’ equity as a separate component. That effective portion is adjusted to the lesser of the following (in absolute amounts):
           
       
— 
the cumulative gain or loss on the hedging instrument from inception of the hedge;
           
       
the cumulative change in present value of the expected future cash flows on the hedged item from inception of the hedge.
           
       
The portion of the gain or loss on the hedging instrument that is determined to be an ineffective hedge is recognised in profit or loss.
           
       
If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is removed from shareholders’ equity, included in the initial cost of the non-financial asset or liability, and recognised in profit or loss in the same year during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies the amount that is not expected to be recovered into profit or loss.
           
       
If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gain or loss is removed from equity and recognised in profit or loss in the same period during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies the amount that is not expected to be recovered into profit or loss.
           
       
For cash flow hedges, other than those covered by the preceding two policy statements, the associated gain or loss is removed from shareholders’ equity and recognised in profit or loss in the same period or periods during which the hedged forecast transaction affects profit or loss.
           
       
When a hedging instrument expires or is sold, terminated or exercised, or the hedge no longer meets the criteria for hedge accounting, the Group will discontinue the hedge accounting treatments prospectively. In this case, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall not be reclassified into profit or loss and is recognised in accordance with the above policy when the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall be reclassified into profit or loss immediately.
           
     
Fair value hedges
           
       
A fair value hedge is a hedge of the exposure to changes in fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or unrecognised firm commitment.
           
       
The gain or loss from re-measuring the hedging instrument at fair value is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognised in profit or loss.
           
       
When a hedging instrument expires or is sold, terminated or exercised, or no longer meets the criteria for hedge accounting, the Group discontinues prospectively the hedge accounting treatments. If the hedged item is a financial instrument measured at amortised cost, any adjustment to the carrying amount of the hedged item is amortised to profit or loss from the adjustment date to the maturity date using the recalculated effective interest rate at the adjustment date.
           
     
Hedge of net investment in foreign operation
           
       
A hedge of a net investment in a foreign operation is a hedge of the exposure to foreign exchange risk associated with a net investment in a foreign operation. The portion of the gain or loss on a hedging instrument that is determined to be an effective hedge is recognised directly in equity as a separate component until the disposal of the foreign operation, at which time the cumulative gain or loss recognised directly in equity is recognised in profit or loss. The ineffective portion is recognised immediately in profit or loss.
 
 
49

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(11)  
Financial Instruments (Continued)
         
   
(e)  
Convertible bonds
     
— 
Convertible bonds that contain an equity component
         
       
Convertible bonds that can be converted to equity share capital at the option of the holder, where the number of shares that would be issued on conversion and the value of the consideration that would be received at that time do not vary, are accounted for as compound financial instruments which contain both a liability component and an equity component.
         
       
At initial recognition, the liability component of the convertible bonds is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Any excess of proceeds over the amount initially recognised as the liability component is recognised as the equity component. Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of proceeds.
         
       
Subsequent to initial recognition, the liability component of a convertible corporate bond is measured at amortised cost using the effective interest method, unless it is designated at fair value through profit or loss. The equity component of a convertible corporate bond is not re-measured subsequent to initial recognition.
         
       
If the convertible corporate bond is converted, the liability component, together with the equity component, is transferred to share capital and capital reserve (share premium). If the convertible corporate bond is redeemed, the consideration paid for the redemption, together with the transaction costs that relate to the redemption, are allocated to the liability and equity components. The difference between the allocated and carrying amounts is charged to profit or loss if it relates to the liability component or is directly recognised in equity if it relates to the equity component.
         
     
Other 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 profit or loss.
         
       
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 profit or loss. The liability component is subsequently carried at amortised cost using the effective interest method until extinguished on conversion or redemption. 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 amount of both components is recognised in profit or loss.
         
   
(f)
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 profit or loss:
         
     
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 parts of financial liabilities are derecognised.
 
 
50

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(12)  
Impairment of financial assets and non-financial long-term assets
         
   
(a)  
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 profit or loss) 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.
         
     
Objective evidences of impairment include but not limited to:
         
     
(a) 
significant financial difficulty of the debtor;
         
     
(b)
a breach of contract, such as a default or delinquency in interest or principal payments;
         
     
(c)
it becoming probable that the debtor will enter bankruptcy or other financial reorganisation;
         
     
(d)
due to the significant financial difficulty of the debtor, financial assets is unable to be traded in active market;
         
     
(e)
significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; and
         
     
(f)
a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
         
     
Receivables and held-to-maturity investments
         
       
Receivables and held-to-maturity investments are assessed for impairment on an individual 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 profit or loss.
         
       
Impairment loss on receivables and held-to-maturity investments is reversed in profit or loss 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
         
       
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’ equity, are reversed and charged to profit or loss.
         
       
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 profit or loss.
         
   
(b)
Impairment of other 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).
 
 
51

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(12)  
Impairment of financial assets and non-financial long-term assets (Continued)
         
   
(b) 
Impairment of other non-financial long-term assets (Continued)
     
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 the 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 asset’s 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 profit or loss. 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, the carrying amount of an impaired asset will not be reduced below the highest of its individual fair value less costs to sell (if determinable), the present value of expected future cash flows (if determinable) and zero.
         
     
Impairment losses for assets are not reversed.
         
 
(13)
Long-term deferred expenses
   
Long-term deferred expenses are amortised on a straight-line basis over their beneficial periods.
         
 
(14)
Employee benefits
   
Employee benefits are all forms of considerations given and other related expenses incurred 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)
Social insurance and housing fund
     
Pursuant to the relevant laws and regulations of the PRC, employees of the Group participate in the social insurance system established and managed by government organisations. The Group makes social insurance contributions, including contributions to basic pension insurance, basic medical insurance, unemployment insurance, work-related injury insurance, maternity insurance and etc., as well as contributions to housing fund, at the applicable benchmarks and rates stipulated by the government for the benefit of its employees. The social insurance and housing fund contributions are recognised as part of the cost of assets or charged to profit or loss on an accrual basis.
         
   
(b)
Termination benefits
     
When the Group terminates the employment relationship with employees before the employment contracts expire, or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision for the termination benefits provided is recognised in profit or loss when both of the following conditions are satisfied:
         
     
the Group has a formal plan for the termination of employment or has made an offer to employees for voluntary redundancy, which will be implemented shortly; and
         
     
the Group is not allowed to withdraw from termination plan or redundancy offer unilaterally.
         
 
(15)
Income tax
   
Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to business combinations and items recognised directly in equity (including other comprehensive income).
         
   
Current tax is the expected tax payable calculated at the applicable tax rate on taxable income for the year, plus any adjustment to tax payable in respect of previous years.
         
   
At the balance sheet date, current tax assets and liabilities are offset if the Group has a legally enforceable right to set them off and also intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
         
   
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 the 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.
         
   
At the balance sheet date, the amounts of deferred tax recognised is measured based on the expected manner of recovery or settlement of the carrying amount of the assets and liabilities, using tax rates that are expected to be applied in the period when the asset is recovered or the liability is settled in accordance with tax laws.
 
 
52

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
         
 
(15)  
Income tax (Continued)
   
The carrying amount of deferred tax assets is reviewed at each balance sheet date. If it is unlikely to obtain sufficient taxable income to offset against the benefit of deferred tax asset, the carrying amount of the deferred tax assets is written down. Any such write-down should be subsequently reversed where it becomes probable that sufficient taxable income will be available.
         
   
At the balance sheet date, deferred tax assets and liabilities are offset if all the following conditions are met:
         
   
—  
the taxable entity has a legally enforceable right to offset current tax assets and current tax liabilities; and
         
   
they relate to income taxes levied by the same tax authority on either:
         
     
— 
the same taxable entity; or
         
     
different taxable entities which either to intend to settle the current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
         
 
(16)
Provisions
   
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.
         
   
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.
         
 
(17)
Revenue recognition
   
Revenue is the gross inflow of economic benefits arising in the course of the Group’s normal activities when the inflows result in increase in shareholder’s equity, other than increase relating to contributions from shareholders. Revenue is recognised in profit or loss 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; and
         
     
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 sales of goods is measured at fair value of the considerations received or receivable under the sales contract or agreement.
         
   
(b)
Revenues from rendering services
     
The Group determines the revenue from the rendering of services according to the fair value of the received or to-be received price of the party that receives the services as stipulated in the contract or agreement.
         
     
At the balance sheet date, when the outcome of a transaction involving the rendering of services can be estimated reliably, 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 recognised in profit or loss 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.
 
 
53

 

 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(18)  
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 measured at fair value.
       
   
Government grants received in relation to assets are recorded as deferred income, and recognised evenly in profit or loss 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.
       
 
(19)
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.
       
 
(20)
Repairs and maintenance expenses
   
Repairs and maintenance (including overhauling expenses) expenses are recognised in profit or loss when incurred.
       
 
(21)
Environmental expenditures
   
Environmental expenditures that relate to current ongoing operations or to conditions caused by past operations is expensed as incurred.
       
 
(22)
Research and development costs
   
Research and development costs are recognised in profit or loss when incurred.
       
 
(23)
Operating leases
   
Operating lease payments are charged as expenses on a straight-line basis over the period of the respective leases.
       
 
(24)
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.
       
 
(25)
Related parties
   
If a party has the power to control, jointly control or exercise significant influence over another party, or vice versa, or where two or more parties are subject to common control, joint control from another party, they are considered to be related parties. Related parties may be individuals or enterprises. Where enterprises are subject to state control but are otherwise unrelated, they are not related parties. Related parties of the Group and the Company include, but not limited to:
       
   
(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 that have joint control or exercise significant influence over the Group;
       
   
(e)
enterprises or individuals if a party has control, joint control over both the enterprises or individuals and the Group;
       
   
(f)
jointly controlled entities of the Group, including subsidiaries of the jointly controlled entities;
       
   
(g)
associates of the Group, including subsidiaries of the associates;
       
   
(h)
principle individual investors of the Group and close family members of such individuals;
       
   
(i)
key management personnel of the Group, and close family members of such individuals;
       
   
(j)
key management personnel of the Company’s holding company;
       
   
(k)
close family members of key management personnel of the Company’s holding company; and
       
   
(l)
an entity which is under control, joint control of principle individual investor, key management personnel or close family members of such individuals.
 
 
54

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(26)  
Segment reporting
   
Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organisation, management requirements and internal reporting system. An operating segment is a component of the Group that meets the following respective conditions:
       
   
— 
engage in business activities from which it may earn revenues and incur expenses;
       
   
whose operating results are regularly reviewed by the Group’s management to make decisions about resource to be allocated to the segment and assess its performance; and
       
   
for which financial information regarding financial position, results of operations and cash flows are available.
       
   
Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting, and segment accounting policies are consistent with those for the consolidated financial statements.
       
4
TAXATION
       
 
Major types of tax applicable to the Group are income tax, consumption tax, resources tax, value added tax, special oil income levy, city construction tax, education surcharge and local education surcharge.
       
 
The Corporate Income Tax Law of the People’s Republic of China (new tax law) took effect on 1 January 2008. According to the new tax law, the income tax rate applicable to the Group is changed to 25% from 1 January 2008; 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 changed 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 foreign investment enterprises 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.
       
 
In accordance with The Announcement Regarding the Implementation of Corporate Income Tax Policies for the Development of the Western China (SAT Announcement [2012] No. 12) , prior to the issuance of The Catalogue of Encouraged Industries in Western China , Sinopec Northwest Oil Field Company and Puguang Branch of Sinopec Zhongyuan Oilfield Company are temporarily taxed at the preferential rate of 15% since 1 January 2011 upon the approval of the local tax bureaus.
       
 
The consumption tax rates on gasoline, diesel, naphtha, solvent oil, lubricant oil, fuel oil and jet fuel oil changed to RMB 1,388.0 per tonne, RMB 940.8 per tonne, RMB 1,385.0 per tonne, RMB 1,282.0 per tonne, RMB 1,126.0 per tonne, RMB 812.0 per tonne and RMB 996.8 per tone, respectively.
       
 
Effective from 1 November 2011, the resources tax rate of crude oil and natural gas is 5%.
       
 
Value added tax rate for liquefied petroleum gas, natural gas and certain agricultural products is 13% and that for other products is 17%.
       
 
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. Effective from 1 November 2011, the levy starts at USD 55 per barrel instead of previous USD 40 per barrel and the imposed rate ranges from 20% to 40%.
       
 
The entity granted with tax concession is set out below:
       
 
 
Name of subsidiaries
 
Preferential tax rate
 
Reasons for granting concession
           
 
Sinopec Hainan Refining and Chemical Company Limited
 
2-year exemption and 3-year 50% reduction
 
Foreign investment enterprise
 
 
55

 
 
5   
CASH AT BANK AND ON HAND
   
 
The Group

 
At 30 June 2012
   
At 31 December 2011
 
 
Original currency millions
   
Exchange rates
   
RMB millions
   
Original currency millions
   
Exchange rates
   
RMB millions
 
                                   
Cash on hand
                                 
Renminbi
              249                   247  
Cash at bank
                                     
Renminbi
              8,438                   17,620  
US Dollars
  177       6.3249       1,117       26       6.3009       161  
Hong Kong Dollars
  370       0.8152       302       31       0.8107       25  
Japanese Yen
  138       0.0796       11       136       0.0811       11  
Euro
  3       7.781       21       2       8.1625       13  
                    10,138                       18,077  
Deposits at related parties
                                             
Renminbi
                  1,533                       6,978  
US Dollars
  361       6.3249       2,285       21       6.3009       134  
Euro
  1       7.781       4       1       8.1625       8  
Total cash at bank and on hand
                  13,960                       25,197  

 
The Company

 
At 30 June 2012
   
At 31 December 2011
 
 
Original currency millions
   
Exchange rates
   
RMB millions
   
Original currency millions
   
Exchange rates
   
RMB millions
 
                                   
Cash on hand
                                 
Renminbi
              232                   235  
Cash at bank
                                     
Renminbi
              4,795                   14,720  
US Dollars
  1       6.3249       5       1       6.3009       8  
                    5,032                       14,963  
Deposits at related parties
                                             
Renminbi
                  759                       5,986  
US Dollars
        6.3249       1       1       6.3009       4  
Total cash at bank and on hand
                  5,792                       20,953  

 
Deposits at related parties represent deposits placed at Sinopec Finance Company Limited and Sinopec Century Bright Capital Investment Limited. Deposits interest is calculated based on market rate.
   
 
At 30 June 2012, time deposits with financial institutions of the Group and the Company amounted to RMB 1,401 million (2011: RMB 550 million) and RMB 796 million (2011: RMB 101 million), respectively.
   
6  
BILLS RECEIVABLE
   
 
Bills receivable represents mainly the bills of acceptance issued by banks for sales of goods and products.
   
 
At 30 June 2012, the Group’s and the Company’s outstanding endorsed or discounted bills (with recourse) amounted to RMB 13,017 million (2011: RMB 10,323 million) and RMB 3,354 million (2011: RMB 9,479 million), respectively, all of which are due before 31 December 2012.
 
 
56

 
 
7  
ACCOUNTS RECEIVABLE

 
The Group
   
The Company
 
 
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
   
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
 
                       
Amounts due from subsidiaries
              9,251       11,168  
Amounts due from Sinopec Group Company and fellow subsidiaries
  10,270       6,185       1,232       474  
Amounts due from associates and jointly controlled entities
  8,407       9,204       2,783       3,101  
Amounts due from others
  66,255       44,344       3,921       2,943  
    84,932       59,733       17,187       17,686  
Less: Allowance for doubtful accounts
  885       1,012       731       857  
Total
  84,047       58,721       16,456       16,829  

 
Ageing analysis on accounts receivable is as follows:

 
The Group
 
 
At 30 June 2012
   
At 31 December 2011
 
 
Amount
RMB millions
   
%
   
Allowance
RMB millions
   
%
   
Amount
RMB millions
   
%
   
Allowance
RMB millions
   
%
 
                                               
Within one year
  83,866       98.7             0.0       58,619       98.1             0.0  
Between one and two years
  168       0.2       14       8.3       92       0.2       26       28.3  
Between two and three years
  18       0.1       5       27.8       23       0.0       7       30.4  
Over three years
  880       1.0       866       98.4       999       1.7       979       98.0  
Total
  84,932       100.0       885               59,733       100.0       1,012          
                                                               
 
The Company
 
 
At 30 June 2012
   
At 31 December 2011
 
 
Amount
RMB millions
   
%
   
Allowance
RMB millions
   
%
   
Amount
RMB millions
   
%
   
Allowanc
 RMB millions
   
%
 
                                                               
Within one year
  16,319       94.9             0.0       16,770       94.8             0.0  
Between one and two years
  130       0.8       14       10.8       72       0.4       26       36.1  
Between two and three years
  16       0.1       5       31.3       8       0.1       3       37.5  
Over three years
  722       4.2       712       98.6       836       4.7       828       99.0  
Total
  17,187       100.0       731               17,686       100.0       857          

 
At 30 June 2012 and 31 December 2011, the total amounts of the top five accounts receivable of the Group are set out below:

 
At 30 June 2012
   
At 31 December 2011
 
           
Total amount (RMB millions)
  21,463       20,412  
Ageing
Within 1 year
   
Within 1 year
 
Percentage to the total balance of accounts receivable
  25.3%       34.2%  

 
At 30 June 2012, the Group’s and the Company’s accounts receivable due from related parties amounted to RMB 18,677 million and RMB 13,266 million (2011: RMB 15,389 million and RMB 14,743 million), representing 22.0% and 77.2% (2011: 25.8% and 83.4%) of the total accounts receivable.
   
 
Except for the balances disclosed in Note 48, there is no amount due from shareholders who hold 5% or more voting right of the Company included in the balance of accounts receivable.
   
 
During the six-month periods ended 30 June 2012 and 2011, the Group and the Company had no individually significant accounts receivable been fully or substantially provided allowance for doubtful accounts.
   
 
During the six-month periods ended 30 June 2012 and 2011, 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 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant accounts receivable that aged over three years.
 
 
57

 
 
8  
OTHER RECEIVABLES
 
 
The Group
   
The Company
 
 
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
   
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
 
                       
Amounts due from subsidiaries
              24,304       23,635  
Amounts due from Sinopec Group Company and fellow subsidiaries
  778       542       676       443  
Amounts due from associates and jointly controlled entities
  1,804       998       1,561       987  
Amounts due from others
  14,373       7,701       5,221       5,061  
    16,955       9,241       31,762       30,126  
Less: Allowance for doubtful accounts
  1,829       1,881       1,948       1,999  
Total
  15,126       7,360       29,814       28,127  

 
Ageing analysis of other receivables is as follows:

 
The Group
 
 
At 30 June 2012
   
At 31 December 2011
 
 
Amount
RMB millions
   
%
   
Allowance
RMB millions
   
%
   
Amount RMB millions
   
%
   
Allowance RMB millions
   
%
 
                                               
Within one year
  14,562       85.9       159       1.1       6,669       72.1       234       3.5  
Between one and two years
  462       2.7       94       20.3       499       5.4       29       5.8  
Between two and three years
  245       1.5       16       6.5       182       2.0       38       20.9  
Over three years
  1,686       9.9       1,560       92.5       1,891       20.5       1,580       83.6  
Total
  16,955       100.0       1,829               9,241       100.0       1,881          
                                                               
 
The Company
 
 
At 30 June 2012
   
At 31 December 2011
 
 
Amount RMB millions
   
%
   
Allowance RMB millions
   
%
   
Amount RMB millions
   
%
   
Allowance RMB millions
   
%
 
                                                               
Within one year
  28,992       91.3             0.0       27,490       91.3             0.0  
Between one and two years
  412       1.3       18       4.4       304       1.0       29       9.5  
Between two and three years
  182       0.6       13       7.1       124       0.4       34       27.4  
Over three years
  2,176       6.8       1,917       88.1       2,208       7.3       1,936       87.7  
Total
  31,762       100.0       1,948               30,126       100.0       1,999          
 
 
At 30 June 2012 and 31 December 2011, the total amounts of the top five other receivables of the Group are set out below:

   
At 30 June 2012
 
At 31 December 2011
         
Total amount (RMB millions)
 
2,298
 
1,715
Ageing
 
From within one year to over three years
 
From within one year to over three years
Percentage to the total balance of other receivables
 
13.6%
 
18.6%

 
At 30 June 2012, the Group’s and the Company’s other receivables due from related parties amounted to RMB 2,582 million and RMB 26,541 million (2011: RMB 1,540 million and RMB 25,065 million), representing 15.2% and 83.6% (2011: 16.7% and 83.2%) of the total of other receivables.
   
 
Except for the balances disclosed in Note 48, 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 six-month periods ended 30 June 2012 and 2011, the Group and the Company had no individually significant other receivables been fully or substantially provided allowance for doubtful accounts.
   
 
During the six-month periods ended 30 June 2012 and 2011, 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 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant other receivables that aged over three years.
 
 
58

 
 
9  
PREPAYMENTS
 
Except for few individual prepayments, all prepayments are aged within one year.
   
 
Except for the balances disclosed in Note 48, there is no amount due from shareholders who hold 5% or more voting right of the Company included in the balance of prepayments.

10 
INVENTORIES

 
The Group
   
The Company
 
 
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
   
At 30 June 2012
RMB millions
   
At 31 December 2011
RMB millions
 
                       
Raw materials
  116,399       113,918       81,894       81,472  
Work in progress
  18,500       14,989       12,943       10,093  
Finished goods
  76,695       71,853       44,151       50,299  
Spare parts and consumables
  3,748       4,039       2,780       2,999  
    215,342       204,799       141,768       144,863  
Less: Provision for diminution in value of inventories
  8,112       1,382       5,957       715  
    207,230       203,417       135,811       144,148  

 
Provision for diminution in value of inventories is mainly against raw materials and finished goods. For the six-month period ended 30 June 2012, the provision for diminution in value of inventories of the Group and the Company was primarily due to the costs of raw materials and finished goods of the refining and chemicals segments were higher than their net realisable value.
   
11  
LONG-TERM EQUITY INVESTMENTS

The Group
                           
                             
 
Investments in jointly controlled entities
RMB millions
   
Investments in associates
RMB millions
   
Other equity investments
RMB millions
   
Provision for impairment losses
RMB millions
   
Total
RMB millions
 
                             
Balance at 1 January 2012
  19,992       25,692       1,952       (178 )     47,458  
Additions for the period
  603       1,207       858             2,668  
Share of profits less losses under the equity method
  (1,422 )     1,320                   (102 )
Change of capital reserve under the equity method
        26                   26  
Dividends receivable/received
  (1,087 )     (943 )                 (2,030 )
Disposals for the period
        (148 )     (374 )           (522 )
Balance at 30 June 2012
  18,086       27,154       2,436       (178 )     47,498  

 
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 impairment losses
RMB millions
   
Total
RMB millions
 
                                   
Balance at 1 January 2012
  76,630       11,523       19,290       1,056       (6,398 )     102,101  
Additions for the period
  2,980       158       1,078       852             5,068  
Share of profits less losses under the equity method
        (384 )     781                   397  
Change of capital reserve under the equity method
              26                   26  
Dividends receivable/received
        (797 )     (224 )                 (1,021 )
Disposals for the period
              (135 )     (40 )           (175 )
Balance at 30 June 2012
  79,610       10,500       20,816       1,868       (6,398 )     106,396  
                                               
 
 
Details of the Company’s principal subsidiaries are set out in Note 50.
 
 
 
59

 
 
11 
LONG-TERM EQUITY INVESTMENTS (Continued)
   
 
Principal jointly controlled entities and associates are as follows:

Name of investees
 
Register location
 
Legal representative
 
Registered capital
   
Percentage of equity/voting right directly or indirectly held by the Company
   
Total assets at the period end
   
Total liability at the period end
   
Operating revenue for the period
 
           
RMB millions
         
RMB millions
   
RMB millions
   
RMB millions
 
                                       
1.  Jointly controlled entities
                                     
Shanghai Secco Petrochemical Company Limited
 
Shanghai
 
Wang Zhiqing
 
USD 901
      50%       14,960       7,597       13,514  
BASF-YPC Company Limited
 
Jiangsu Province
 
Ma Qiulin
    11,505       40%       26,824       12,340       11,189  
Fujian Refining and Petrochemical Company Limited
 
Fujian Province
 
Lu Dong
    12,806       50%       42,055       33,604       33,532  
SINOPEC SABIC Tianjin Petrochemical Company Limited
 
Tianjin
 
Khaled A. Almana
    6,120       50%       22,000       14,859       13,774  
Zhong An United Coal Chemical Company Limited
 
Anhui
 
Ge Jiade
    4,000       50%       1,211       211        
2.  Associates
                                               
Sinopec Finance Company Limited
 
Beijing
 
Li Chunguang
    10,000       49%       117,421       102,257       1,707  
China Aviation Oil Supply Company Limited
 
Beijing
 
Sun Li
    3,800       29%       19,551       12,576       49,510  
Zhongtian Synergetic Energy Company Limited
 
Inner Mongolia
 
Cao Zumin
    5,404       38.75%       6,656       198        
Shanghai Chemical Industry Park Development Company Limited
 
Shanghai
 
Rong Guangdao
    2,372       38.26%       6,763       3,050       3  
Shanghai Petroleum Company Limited
 
Shanghai
 
Xu Guobao
    900       30%       3,553       607       588  

 
All the jointly controlled entities and associates above are limited companies.
   
 
The Group’s effective share of interest in the jointly controlled entities’ net assets, operating income and net profit are as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB
   
RMB
 
 
millions
   
millions
 
           
Net assets
  18,086       19,992  
               
 
Six-month periods ended 30 June
 
    2012       2011  
 
RMB
   
RMB
 
 
millions
   
millions
 
               
Operating income
  36,002       35,005  
Net (loss)/profit
  (997 )     822  

 
The Group’s effective share of interest in the above-mentioned principal associates’ net assets, operating income and net profit are as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB
   
RMB
 
 
millions
   
millions
 
           
Net assets
  14,260       13,512  
               
 
Six-month periods ended 30 June
 
    2012       2011  
 
RMB
   
RMB
 
 
millions
   
millions
 
               
Operating income
  15,372       12,284  
Net profit
  788       868  

 
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 six-month period ended 30 June 2012, the Group had no individually significant long-term investments which had been provided for impairment losses.

 
60

 
 
12 
FIXED ASSETS
   
 
The Group – 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 2012
  556,067       231,602       136,787       214,817       14,957       1,154,230  
Additions for the period
  654       14       141       26       4       839  
Transferred from construction in progress
  14,062       2,337       3,212       1,865       227       21,703  
Reclassifications
        225             (225 )            
Decreases for the period
  (50 )     (760 )     (8,014 )     (1,721 )     (1,182 )     (11,727 )
Balance at 30 June 2012
  570,733       233,418       132,126       214,762       14,006       1,165,045  
Accumulated depreciation:
                                             
Balance at 1 January 2012
  268,543       113,077       41,161       128,720       5,467       556,968  
Depreciation charge for the period
  19,282       5,982       3,589       4,264       527       33,644  
Reclassifications
        155             (155 )            
Decreases for the period
  (48 )     (629 )     (2,027 )     (1,134 )     (38 )     (3,876 )
Balance at 30 June 2012
  287,777       118,585       42,723       131,695       5,956       586,736  
Provision for impairment losses:
                                             
Balance at 1 January 2012
  11,861       2,953       2,601       13,903       8       31,326  
Decreases for the period
        (66 )     (171 )     (449 )     (2 )     (688 )
Balance at 30 June 2012
  11,861       2,887       2,430       13,454       6       30,638  
Net book value:
                                             
Balance at 30 June 2012
  271,095       111,946       86,973       69,613       8,044       547,671  
Balance at 31 December 2011
  275,663       115,572       93,025       72,194       9,482       565,936  
 
 
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 2012
  490,131       189,472       110,785       137,579       12,680       940,647  
Additions for the period
  501       3       85       1             590  
Transferred from construction in progress
  12,418       2,153       2,040       1,124       214       17,949  
Reclassifications
        200             (200 )            
Decreases for the period
  (50 )     (738 )     (7,978 )     (1,800 )     (1,180 )     (11,746 )
Balance at 30 June 2012
  503,000       191,090       104,932       136,704       11,714       947,440  
Accumulated depreciation:
                                             
Balance at 1 January 2012
  232,362       95,299       34,892       76,883       4,354       443,790  
Additions for the period
  16,335       4,621       2,922       2,854       442       27,174  
Reclassifications
        135             (135 )            
Decreases for the period
  (48 )     (610 )     (2,007 )     (1,148 )     (36 )     (3,849 )
Balance at 30 June 2012
  248,649       99,445       35,807       78,454       4,760       467,115  
Provision for impairment losses:
                                             
Balance at 1 January 2012
  9,622       2,875       2,507       11,020       8       26,032  
Decreases for the period
        (66 )     (169 )     (446 )     (2 )     (683 )
Balance at 30 June 2012
  9,622       2,809       2,338       10,574       6       25,349  
Net book value:
                                             
Balance at 30 June 2012
  244,729       88,836       66,787       47,676       6,948       454,976  
Balance at 31 December 2011
  248,147       91,298       73,386       49,676       8,318       470,825  

 
61

 

12  
FIXED ASSETS (Continued)
   
 
The Group – by asset class
 
 
 
   
Oil
    Equipment,        
 
Plants and
   
and gas
   
machinery
       
 
buildings
   
properties
   
and others
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cost/valuation:
                     
Balance at 1 January 2012
  68,476       474,749       611,005       1,154,230  
Additions for the period
  19       641       179       839  
Transferred from construction in progress
  802       10,871       10,030       21,703  
Reclassifications
  13,987       (65,494 )     51,507        
Decreases for the period
  (1,801 )           (9,926 )     (11,727 )
Balance at 30 June 2012
  81,483       420,767       662,795       1,165,045  
Accumulated depreciation:
                             
Balance at 1 January 2012
  32,649       231,346       292,973       556,968  
Additions for the period
  1,349       14,889       17,406       33,644  
Reclassifications
  (3,292 )     (14,823 )     18,115        
Decreases for the period
  (202 )           (3,674 )     (3,876 )
Balance at 30 June 2012
  30,504       231,412       324,820       586,736  
Provision for impairment losses:
                             
Balance at 1 January 2012
  2,439       11,817       17,070       31,326  
Reclassifications
  3       (1,818 )     1,815        
Decreases for the period
  (7 )           (681 )     (688 )
Balance at 30 June 2012
  2,435       9,999       18,204       30,638  
Net book value:
                             
Balance at 30 June 2012
  48,544       179,356       319,771       547,671  
Balance at 31 December 2011
  33,388       231,586       300,962       565,936  
 
 
The Company – by asset class

 
 
   
Oil
   
Equipment,
       
 
Plants and
   
and gas
   
machinery
       
 
buildings
   
properties
   
and others
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cost/valuation:
                     
Balance at 1 January 2012
  50,067       415,374       475,206       940,647  
Additions for the period
  9       488       93       590  
Transferred from construction in progress
  616       9,276       8,057       17,949  
Reclassifications
  15,455       (65,201 )     49,746        
Decreases for the period
  (1,869 )           (9,877 )     (11,746 )
Balance at 30 June 2012
  64,278       359,937       523,225       947,440  
Accumulated depreciation:
                             
Balance at 1 January 2012
  20,956       197,292       225,542       443,790  
Additions for the period
  1,055       12,092       14,027       27,174  
Reclassifications
  1,990       (14,424 )     12,434        
Decreases for the period
  (230 )           (3,619 )     (3,849 )
Balance at 30 June 2012
  23,771       194,960       248,384       467,115  
Provision for impairment losses:
                             
Balance at 1 January 2012
  1,960       9,616       14,456       26,032  
Reclassifications
  (160 )     (1,211 )     1,371        
Decreases for the period
  (7 )           (676 )     (683 )
Balance at 30 June 2012
  1,793       8,405       15,151       25,349  
Net book value:
                             
Balance at 30 June 2012
  38,714       156,572       259,690       454,976  
Balance at 31 December 2011
  27,151       208,466       235,208       470,825  

 
62

 

12 
FIXED ASSETS (Continued)
   
 
The additions in the exploration and production segment and oil and gas properties of the Group and the Company for six-month period ended 30 June 2012 included RMB 517 million (2011: RMB 446 million) and RMB 488 million (2011: RMB 396 million), respectively of the estimated dismantlement costs for site restoration (Note 30).
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant fixed assets which were pledged.
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant fixed assets which were temporarily idle or pending for disposal.
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant fully depreciated fixed assets which were still in use.
   
13 
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 2012
  37,708       21,923       36,084       14,277       2,042       112,034  
Additions for the period
  24,870       11,588       11,567       6,594       495       55,114  
Exchange adjustment
  3                               3  
Reclassification
        275             (275 )            
Dry hole costs written off
  (2,942 )                             (2,942 )
Transferred to fixed assets
  (14,062 )     (2,337 )     (3,212 )     (1,865 )     (227 )     (21,703 )
Reclassification to other assets
  (2 )     (126 )     (1,637 )     (63 )           (1,828 )
Balance at 30 June 2012
  45,575       31,323       42,802       18,668       2,310       140,678  
Provision for impairment losses:
                                             
Balance at 1 January/30 June 2012
        516       207                   723  
Net book value:
                                             
Balance at 30 June 2012
  45,575       30,807       42,595       18,668       2,310       139,955  
Balance at 31 December 2011
  37,708       21,407       35,877       14,277       2,042       111,311  
 
 
At 30 June 2012, major construction projects of the Group are as follows:

                                   
Accumulated
 
             
Net
                   
interest
 
       
Balance
   
additions
   
Balance
             
capitalised
 
 
Budgeted
   
at 1 January
   
for the
   
at 30 June
   
Percentage of
   
Source of
 
at 30 June
 
Project name
amount
   
2012
   
period
   
2012
   
Completion
   
funding
 
2012
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
%
       
RMB millions
 
                                       
                                       
Wuhan 800,000 tonnes per year  Ethylene Construction Project
  16,563       8,533       3,011       11,544       70%    
Bank loans &self-financing
    416  
Shanghai Petrochemical  Refining Renovation Project
  6,628       2,688       2,074       4,762       72%    
Bank loans & s elf-financing
    73  
Jinling Oil Quality Upgrading Project
  4,989       1,980       1,045       3,025       61%    
Bank loans &self-financing
    27  
Anqing sour Crude Oil Processing Adaptation  Revamping and Oil Quality Upgrading Project
  6,769       2,212       739       2,951       44%    
Bank loans &self-financing
    85  
Maoming Oil Quality Upgrading Project
  4,414       945       1,229       2,174       49%    
Bank loans &self-financing
    50  

 
63

 

13 
CONSTRUCTION IN PROGRESS (Continued)
   
 
The Company
 
 
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 2012
  36,675       19,206       33,228       11,229       2,026       102,364  
Additions for the period
  22,177       6,363       10,074       5,252       420       44,286  
Transferred to a subsidiary
                    (228 )           (228 )
Dry hole costs written off
  (2,942 )                             (2,942 )
Transferred to fixed assets
  (12,418 )     (2,153 )     (2,040 )     (1,124 )     (214 )     (17,949 )
Reclassification to other assets
  (2 )     (118 )     (1,515 )     (49 )           (1,684 )
Balance at 30 June 2012
  43,490       23,298       39,747       15,080       2,232       123,847  
Provision for impairment losses:
                                             
Balance at 1 January/30 June 2012
        516       207                   723  
Net book value:
                                             
Balance at 30 June 2012
  43,490       22,782       39,540       15,080       2,232       123,124  
Balance at 31 December 2011
  36,675       18,690       33,021       11,229       2,026       101,641  
 
14 
INTANGIBLE ASSETS
   
 
The Group
 
 
Land use
         
Non-patent
   
Operation
             
 
rights
   
Patents
   
technology
   
rights
   
Others
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Cost:
                                 
Balance at 1 January 2012
  29,815       3,632       2,665       6,106       1,903       44,121  
Additions for the period
  9,336       6             3,174       125       12,641  
Decreases for the period
  (23 )           (101 )           (4 )     (128 )
Balance at 30 June 2012
  39,128       3,638       2,564       9,280       2,024       56,634  
Accumulated amortisation:
                                             
Balance at 1 January 2012
  3,650       2,544       983       668       973       8,818  
Additions for the period
  2,179       101       113       298       146       2,837  
Decreases for the period
  (2 )           (40 )           (2 )     (44 )
Balance at 30 June 2012
  5,827       2,645       1,056       966       1,117       11,611  
Provision for impairment losses:
                                             
Balance at 1 January 2012
  56       304       85             16       461  
Additions for the period
  143                   21             164  
Decreases for the period
              (61 )                 (61 )
Balance at 30 June 2012
  199       304       24       21       16       564  
Net book value:
                                             
Balance at 30 June 2012
  33,102       689       1,484       8,293       891       44,459  
Balance at 31 December 2011
  26,109       784       1,597       5,438       914       34,842  
 
 
Amortisation of the intangible assets of the Group charged for the six-month period ended 30 June 2012 is RMB 945 million (2011: RMB 731 million).
 
 
64

 
 
14 
INTANGIBLE ASSETS (Continued)
   
 
The Company
 
 
Land use
         
Non-patent
   
Operation
             
 
rights
   
Patents
   
technology
   
rights
   
Others
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Cost:
                                 
Balance at 1 January 2012
  22,578       2,845       2,503       5,986       1,449       35,361  
Additions for the period
  9,187       1             3,001       92       12,281  
Transferred to a subsidiary
  (73 )                             (73 )
Decreases for the period
  (22 )           (32 )                 (54 )
Balance at 30 June 2012
  31,670       2,846       2,471       8,987       1,541       47,515  
Accumulated amortisation:
                                             
Balance at 1 January 2012
  1,940       2,202       953       663       753       6,511  
Additions for the period
  2,091       67       112       262       94       2,626  
Transferred to a subsidiary
  (3 )                             (3 )
Decreases for the period
  (1 )           (32 )                 (33 )
Balance at 30 June 2012
  4,027       2,269       1,033       925       847       9,101  
Provision for impairment losses:
                                             
Balance at 1 January 2012
  48       304       24             16       392  
Additions for the period
  143                   21             164  
Balance at 30 June 2012
  191       304       24       21       16       556  
Net book value:
                                             
Balance at 30 June 2012
  27,452       273       1,414       8,041       678       37,858  
Balance at 31 December 2011
  20,590       339       1,526       5,323       680       28,458  
 
 
Amortisation of the intangible assets of the Company charged for the six-month period ended 30 June 2012 is RMB 748 million (2011: RMB 493 million).
   
15 
GOODWILL
   
 
Goodwill is allocated to the following Group’s cash-generating units:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
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  
Hong Kong service stations
  858       853  
Multiple units without individual significant goodwill
  478       2,159  
    6,536       8,212  
 
 
Goodwill represents the excess of the cost of purchase over the fair value of the underlying assets and liabilities. The recoverable amounts of the above cash generating units are determined based on value in use calculations. These calculations for Sinopec Yanshan, Sinopec Zhenhai and Hong Kong service stations use cash flow projections based on financial budgets approved by management covering a one-year period and pre-tax discount rates primarily ranging from 11.5 % to 12.3 % (2011: 12.0% to 12.7%). Cash flows beyond the one-year period are maintained constant. Based on the estimated recoverable amount, no impairment loss was recognised. However, as key assumptions on which management has made in respect of future cash projections are subject to change, management believes that any adverse change in the assumptions would cause the carrying amount to exceed its recoverable amount.
   
 
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 management’s expectation on the future trend of the prices of crude oil and petrochemical products. The sales volume was based on the production capacity and/or the sales volume in the period immediately before the budget period.

 
65

 

16 
LONG-TERM DEFERRED EXPENSES
   
 
Long-term deferred expenses primarily represent prepaid rental expenses over one year and catalysts expenditures.
   
17
DEFERRED TAX ASSETS AND LIABILITIES
   
 
The Group
 
 
Assets
   
Liabilities
   
Net balance
 
 
At
   
At
   
At
   
At
   
At
   
At
 
 
30 June
   
31December
   
30 June
   
31December
   
30 June
   
31December
 
 
2012
   
2011
   
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Current
                                 
Receivables and inventories
  5,556       3,105                   5,556       3,105  
Accruals
  496       1,844                   496       1,844  
Cash flow hedges
  7       7                   7       7  
Non-current
                                             
Fixed assets
  6,181       6,163       (14,902 )     (14,785 )     (8,721 )     (8,622 )
Tax value of losses carried forward
  1,874       1,550                   1,874       1,550  
Safety production fund
  998       692                   998       692  
Embedded derivative component of the convertible bonds
              (506 )     (379 )     (506 )     (379 )
Others
  55       37       (15 )     (17 )     40       20  
Deferred tax assets/(liabilities)
  15,167       13,398       (15,423 )     (15,181 )     (256 )     (1,783 )
 
 
The Company

 
Assets
   
Liabilities
   
Net balance
 
 
At
   
At
   
At
   
At
   
At
   
At
 
 
30 June
   
31December
   
30 June
   
31December
   
30 June
   
31December
 
 
2012
   
2011
   
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Current
                                 
Receivables and inventories
  4,703       2,706                   4,703       2,706  
Accruals
  438       1,780                   438       1,780  
Non-current
                                             
Fixed assets
  5,116       5,088       (7,451 )     (6,954 )     (2,335 )     (1,866 )
Safety production fund
  857       642                   857       642  
Embedded derivative component of the convertible bonds
              (506 )     (379 )     (506 )     (379 )
Others
  43       33       (15 )     (17 )     28       16  
Deferred tax assets/(liabilities)
  11,157       10,249       (7,972 )     (7,350 )     3,185       2,899  
 
 
At 30 June 2012, certain subsidiaries of the Company did not recognise deferred tax of deductable loss carried forward of RMB 12,679 million (2011: RMB 8,082 million), of which RMB 2,151 million (2011: RMB 376 million) was incurred for the period ended 30 June 2012, because it was not probable that the related tax benefit will be realised. These deductable losses carried forward of RMB 971 million, RMB 5,507 million, RMB 745 million, RMB 369 million, RMB 2,936 million and RMB 2,151 million will expire in 2012, 2013, 2014, 2015, 2016 and 2017, respectively.
   
 
Periodically, management performed assessment on the probability that taxable profit will be available over the period which the deferred tax assets can be realised or utilised. 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. During the six-month period ended 30 June 2012, write-down of deferred tax assets amounted to RMB 612 million (2011: RMB nil).
   
18 
OTHER NON-CURRENT ASSETS
   
 
The balance of other non-current assets mainly represents prepayments for construction projects and purchases of equipment.

 
66

 

19 
DETAILS OF IMPAIRMENT LOSSES
   
 
At 30 June 2012, impairment losses of the Group are analysed as follows:


         
Balance at
                     
Other
   
Balance at
 
         
1 January
   
Provision for
   
Written back for
   
Written off for
   
(decrease)/
   
30 June
 
   
Note
   
2012
   
the period
   
the period
   
the period
   
increase
   
2012
 
         
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                           
Allowance for doubtful accounts
                                         
Included:
                                         
Accounts receivable
  7       1,012       2       (119 )     (10 )           885  
Other receivables
  8       1,881       11       (61 )     (2 )           1,829  
            2,893       13       (180 )     (12 )           2,714  
Inventories
  10       1,382       7,347       (129 )     (488 )           8,112  
Long-term equity investments
  11       178                               178  
Fixed assets
  12       31,326                   (524 )     (164 )     30,638  
Construction in progress
  13       723                               723  
Intangible assets
  14       461                   (61 )     164       564  
Goodwill
  15       7,657                               7,657  
Others
          24             (3 )                 21  
Total
          44,644       7,360       (312 )     (1,085 )           50,607  
 
 
At 30 June 2012, impairment losses of the Company are analysed as follows:

         
Balance at
                     
Other
   
Balance at
 
         
1 January
   
Provision for
   
Written back for
   
Written off for
   
(decrease)/
   
30 June
 
   
Note
   
2012
   
the period
   
the period
   
the period
   
increase
   
2012
 
         
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                           
Allowance for doubtful accounts
                                         
Included:
                                         
Accounts receivable
  7       857       1       (118 )     (9 )           731  
Other receivables
  8       1,999       10       (57 )     (4 )           1,948  
            2,856       11       (175 )     (13 )           2,679  
Inventories
  10       715       6,141       (7 )     (135 )     (757 )     5,957  
Long-term equity investments
  11       6,398                               6,398  
Fixed assets
  12       26,032                   (519 )     (164 )     25,349  
Construction in progress
  13       723                               723  
Intangible assets
  14       392                         164       556  
Others
          22             (3 )                 19  
Total
          37,138       6,152       (185 )     (667 )     (757 )     41,681  
 
 
The reasons for recognising impairment losses are set out in the respective notes of respective assets.
   
20 
SHORT-TERM LOANS
   
 
The Group’s and the Company’s short-term loans represent:
 
 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Short-term bank loans
  36,372       25,036       3,055       3,401  
Loans from Sinopec Group Company and fellow subsidiaries
  50,348       11,949       594       441  
Total
  86,720       36,985       3,649       3,842  
 
 
At 30 June 2012, the Group’s and the Company’s weighted average interest rates per annum on short-term loans were 2.3% (2011: 3.5%) and 5.6% (2011: 5.9%), respectively. The majority of the above loans are by credit.
   
 
Except for the balances disclosed in Note 48, 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 30 June 2012 and 31 December 2011, the Group and the Company had no significant overdue short-term loan.

 
67

 

21
BILLS PAYABLE
   
 
Bills payable primarily represented bank accepted bills for the purchase of material, goods and products. Bills payable were due within one year.
   
22
ACCOUNTS PAYABLE
   
 
Except for the balances disclosed in Note 48, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of accounts payable.
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant accounts payable aged over one year.
   
23
ADVANCES FROM CUSTOMERS
   
 
Except for the balances disclosed in Note 48, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of advances from customers.
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant advances from customers aged over one year.
   
24
EMPLOYEE BENEFITS PAYABLE
   
 
At 30 June 2012 and 31 December 2011, the Group’s and the Company’s employee benefits payable primarily represented wages payable and social insurance payable.
   
25 
TAXES PAYABLE
 
 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Recoverable value-added tax
  (10,768 )     (9,251 )     (9,434 )     (9,753 )
Consumption tax
  11,171       18,455       7,940       14,090  
Income tax
  2,815       4,054       2,588       2,901  
Special oil income levy
  8,299       19,042       8,292       19,035  
Resources tax
  1,203       1,118       1,123       1,054  
Other taxes
  4,002       6,204       3,137       4,726  
Total
  16,722       39,622       13,646       32,053  
 
26 
OTHER PAYABLES
   
 
At 30 June 2012 and 31 December 2011, the Group’s and the Company’s other payables primarily represented payables for constructions.
   
 
Except for the balances disclosed in Note 48, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of other payables.
   
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no individually significant other payables aged over three years.
   
 
As at 31 December 2011, the Group has entered into certain non-cancellable purchase contracts of crude oil for delivery in 2012. Due to the high purchase costs of crude oil of these contracts, the Group 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 5,800 million was recognised as at 31 December 2011. As at 30 June 2012, these above-mentioned non-cancellable purchase commitment contracts had been executed, and the provision has been utilised accordingly. The amount of provision for onerous contracts as at 31 December 2011 approximated the actual losses incurred from these non-cancellable purchase commitment contracts during the six-month period ended 30 June 2012. At 30 June 2012, the market prices of crude oil and finished goods had positive changes compared to the beginning of the period in the ordinary course of the Group’s business. Management expected the economic benefits to be derived from non-cancellable purchase commitment contracts entered into by the Group as at 30 June 2012 would be higher than the unavoidable cost of meeting the obligations under these contracts. Therefore, the Group did not recognise such a provision as at 30 June 2012.

 
68

 

27 
NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR
   
 
The Group’s and the Company’s non-current liabilities due within one year represent:
 
 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Long-term bank loans
                     
– Renminbi loans
  5,823       4,248       5,818       4,248  
– Japanese Yen loans
  192       306       192       306  
– US Dollar loans
  52       55       23       25  
    6,067       4,609       6,033       4,579  
Long-term other loans
                             
– Renminbi loans
  68       69              
– US Dollar loans
  10       10       1       2  
    78       79       1       2  
Long-term loans from Sinopec Group Company and fellow subsidiaries
                             
– Renminbi loans
  310       200       310       200  
    310       200       310       200  
Long-term loans due within one year
  6,455       4,888       6,344       4,781  
Debentures payable due within one year
  8,500       38,500       8,500       38,500  
Non-current liabilities due within one year
  14,955       43,388       14,844       43,281  
 
 
At 30 June 2012 and 31 December 2011, the Group and the Company had no significant overdue long-term loans.
   
28 
LONG-TERM LOANS
   
 
The Group’s and the Company’s long-term loans represent:
 
       
The Group
   
The Company
 
       
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
   
Interest rate and final maturity
 
2012
   
2011
   
2012
   
2011
 
       
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                             
Long-term bank loans
                           
– Renminbi loans
 
Interest rates ranging from interest free to
    19,261       19,620       18,526       19,460  
   
6.90% per annum at 30 June 2012
                               
   
with maturities through 2025
                               
– Japanese Yen loans
 
Interest rates ranging from 2.60% to
    1,006       1,179       1,006       1,179  
   
2.94% per annum at 30 June 2012
                               
   
with maturities through 2024
                               
– US Dollar loans
 
Interest rates ranging from interest free to
    390       415       242       253  
   
1.55% per annum at 30 June 2012
                               
   
with maturities through 2031
                               
Less: Current portion
        6,067       4,609       6,033       4,579  
Long-term bank loans
        14,590       16,605       13,741       16,313  
Long-term other loans
                                   
– Renminbi loans
 
Interest free at 30 June 2012 with
    208       208       140       140  
   
maturities through 2013
                               
– US Dollar loans
 
Interest rates ranging from interest free to 4.89%
    21       23       12       14  
   
per annum at 30 June 2012 with
                               
   
maturities through 2015
                               
Less: Current portion
        78       79       1       2  
Long-term other loans
        151       152       151       152  
Long-term loans from Sinopec Group Company and fellow subsidiaries
                               
– Renminbi loans
 
Interest rates ranging from interest free to 6.98%
    37,566       37,763       37,454       37,518  
   
per annum at 30 June 2012 with
                               
   
maturities through 2020
                               
Less: Current portion
        310       200       310       200  
Long-term loans from Sinopec Group Company and fellow subsidiaries
    37,256       37,563       37,144       37,318  
Total
        51,997       54,320       51,036       53,783  
 
 
69

 
28 
LONG-TERM LOANS (Continued)
   
 
The maturity analysis of the Group’s and the Company’s long-term loans is as follows:
 
 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Between one and two years
  13,213       15,442       13,153       15,289  
Between two and five years
  2,324       2,340       1,424       1,973  
After five years
  36,460       36,538       36,459       36,521  
Total long-term loans
  51,997       54,320       51,036       53,783  
 
 
At 30 June 2012, the top five long-term loans (including long-term loans due within one year) of the Group are set out below:

                   
Remaining
   
Remaining
 
                   
balance at
   
balance at
 
                   
30 June
   
31 December
 
Lenders
 
Borrowing dates
 
Maturity dates
Currency
 
Interest rate
   
2012
   
2011
 
                   
RMB millions
   
RMB millions
 
                             
Sinopec Group Company
 
18 October 2000
 
31 December 2020
RMB
 
Interest free
      35,561       35,561  
China Development Bank
 
20 January 2005
 
20 December 2013
RMB
    6.35%       7,000       7,000  
Agricultural Bank of China
 
2 March 2010
 
1 March 2013
RMB
    5.99%       3,500       3,500  
Bank of China
 
31 August 2010
 
31 August 2013
RMB
    5.99%       1,998       2,000  
Bank of China
 
19 January 2010
 
18 November 2013
RMB
    5.99%       1,998       2,000  
 
 
Except for the balances disclosed in Note 48, 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.
   
 
Long-term loans are primarily unsecured, and carried at amortised costs.
   
29 
DEBENTURES PAYABLE
 
 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Short-term corporate bonds (i)
  30,000             30,000        
Debentures payable:
                             
– Corporate Bonds (ii)
  68,500       78,500       68,500       78,500  
– 2007 Convertible Bonds (iii)
  10,761       10,415       10,761       10,415  
– Bonds with Warrants (iv)
  27,715       27,095       27,715       27,095  
– 2011 Convertible Bonds (v)
  21,598       22,627       21,598       22,627  
Less: Current portion
  8,500       38,500       8,500       38,500  
    120,074       100,137       120,074       100,137  

 
70

 

29 
DEBENTURES PAYABLE (Continued)

 
Note: 
 
     
 
(i)
The Company issued 270-day corporate bonds of face value RMB 5 billion to corporate investors in the PRC debenture market on 16 January 2012 at par value of RMB 100. The effective yield of the 270-day corporate bonds is 4.38% per annum.
     
   
The Company issued 270-day corporate bonds of face value RMB 15 billion to corporate investors in the PRC debenture market on 16 February 2012 at par value of RMB 100. The effective yield of the 270-day corporate bonds is 4.15% per annum.
     
   
The Company issued 180-day corporate bonds of face value RMB 10 billion to corporate investors in the PRC debenture market on 27 March 2012 at par value of RMB 100. The effective yield of the 180-day corporate bonds is 4.00% per annum.
     
 
(ii)
These corporate bonds are guaranteed by Sinopec Group Company and carried at amortised cost.
     
 
(iii)
On 24 April 2007, the Company issued zero coupon convertible bonds due 2014 with an aggregate principal amount of HKD 11.7 billion (the 2007 Convertible Bonds). The 2007 Convertible Bonds are convertible into shares of the Company from 4 June 2007 onwards at a price of HKD10.76 per share, subject to adjustment for 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 (the Conversion Option). Unless previously redeemed, converted or purchased and cancelled, the 2007 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) (the Early Redemption Option) and a cash settlement option when the holders exercise their conversion right (the Cash Settlement Option).
     
   
The Company redeemed some of the 2007 Convertible Bonds in 2011 at an early redemption amount of the principal amount of HKD 39 million.
     
   
During the six-month period ended 30 June 2012, the conversion price of the 2007 Convertible Bonds was adjusted to HKD 10.60 per share as the result of capital distribution.
     
   
At 30 June 2012, the carrying amounts of liability and derivative components, representing the Conversion Option, the Early Redemption Option and the Cash Settlement Option, of the 2007 Convertible Bonds were RMB 10,665 million (2011: RMB 10,345 million) and RMB 96 million (2011: RMB 70 million), respectively. No conversion of the 2007 Convertible Bonds has occurred up to 30 June 2012.
     
   
At 30 June 2012 and 31 December 2011, the fair value of the derivative component of the 2007 Convertible Bonds was calculated using the Black-Scholes Model. The following are the major inputs used in the Black-Scholes Model:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
           
Stock price of H shares
HKD 6.88
   
HKD 8.17
 
Conversion price
HKD 10.60
   
HKD 10.76
 
Option adjusted spread
250 basis points
   
200 basis points
 
Average risk free rate
  0.45%       0.72%  
Average expected life
1.8 years
   
2.3 years
 
 
   
Any changes 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 derivative component from 31 December 2011 to 30 June 2012 resulted in an unrealised loss from changes in fair value of RMB 26 million (2011: an unrealised gain of RMB 190 million), which has been recorded as gain/(loss) from changes in fair value in the income statement for the six-month period ended 30 June 2012.
     
   
The initial carrying amount of the liability component is the residual amount, which is the cash proceeds from issuance of debentures after deducting the allocated issuance cost of the 2007 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. If the aforesaid derivative component has not been separated out and the entire 2007 Convertible Bonds is considered as the liability component, the effective interest rate would have been 3.03%.
     
 
(iv) 
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 bear a fixed interest rate of 0.80% per annum payable annually, were issued at par value of RMB 100. The Bonds with Warrants were guaranteed by Sinopec Group Company.
     
   
The initial recognition of the liability component of the Bond with Warrants is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Interest expense is calculated using the effective interest method by applying the effective interest rate of 5.40% to the liability component.

 
71

 

29 
DEBENTURES PAYABLE (Continued)
     
 
Note: (Continued)
     
 
(v) 
On 1 March 2011, the Company issued convertible bonds due 2017 with an aggregate principal amount of RMB 23 billion in the PRC (the 2011 Convertible Bonds). The 2011 Convertible Bonds are issued at par value of RMB 100 and bear a fixed interest rate of 0.5% per annum for the first year, 0.7% for the second year, 1.0% for the third year, 1.3% for the fourth year, 1.8% for the fifth year and 2.0% for the sixth year. The holders can convert the 2011 Convertible Bonds into shares of the Company from 24 August 2011 onwards at an initial conversion price of RMB 9.73 per share, subject to adjustment for, amongst other things, cash dividends, subdivision or consolidation of shares, bonus issues, issue of new shares, rights issues, capital distribution, change of control and other events which have an effect on the issued share capital of the Company (the Conversion Option). Unless previously redeemed, converted or purchased and cancelled, the 2011 Convertible Bonds will be redeemed within 5 trading days after maturity at 107% of the principal amount, including interest for the sixth year. The initial carrying amounts of the liability component and the derivative component, representing the Conversion Option of the 2011 Convertible Bonds, were RMB 19,279 million and RMB 3,610 million, respectively.
     
   
During the term of the 2011 Convertible Bonds, the conversion price may be subject to downward adjustment that if the closing prices of the Company’s A Shares in any fifteen trading days out of any thirty consecutive trading days are lower than 80% of the prevailing conversion price, the board of directors may propose downward adjustment to the conversion price subject to the shareholders’ approval. The adjusted conversion price shall be not less than (a) the average trading price of the Company’s A Shares for the twenty trading days prior to the shareholders’ approval, (b) the average trading price of the Company’s A Shares on the day immediately before the shareholders’ approval, (c) the net asset value per share based on the latest audited financial statements prepared under ASBE, and (d) the nominal value per share.
     
   
Att 30 June 2012, the carrying amounts of the liability component and the derivative component were RMB 19,687 million (2011: RMB 20,017 million) and RMB 1,911 million (2011: RMB 2,610 million), respectively.
     
   
During the six-month period ended 30 June 2012, the conversion price of the 2011 Convertible Bonds was adjusted to RMB 7.08 per share as a result of the final dividends declared and paid during the period.
     
   
During the six-month period ended 30 June 2012, RMB 856,963,000 of the 2011 Convertible Bonds were converted into 117,714,548 A shares of the Company.
     
   
At 30 June 2012 and 31 December 2011, the fair value of the derivative component of the 2011 Convertible Bonds was calculated using the Binomial Model. The following are the major inputs used in the Binomial Model:
 
   
At 30 June
 
At 31 December
   
2012
 
2011
         
Stock price of A shares
 
RMB 6.30
 
RMB 7.18
Conversion price
 
RMB 7.08
 
RMB 7.28
Credit spread
 
150 basis points
 
180 basis points
RMB onshore swap rate
 
2.78%
 
2.81%
 
   
Any change in the major inputs into the Binomial Model will result in changes in the fair value of the derivative component. The changes in the fair value of the derivative component from 31 December 2011 to 30 June 2012 resulted in an unrealised gain of RMB 532 million (2011: RMB nil), which has been recorded as gain/(loss) from changes in fair value in the income statement for the six-month period ended 30 June 2012.
     
   
The initial carrying amount of the liability component of the 2011 Convertible Bonds is the residual amount, which is after deducting the allocated issuance cost of the 2011 Convertible Bonds relating to the liability component and the fair value of the derivative component on 1 March 2011. Interest expense is calculated using the effective interest method by applying the effective interest rate of 5.10% to the adjusted liability component. Should the aforesaid derivative component not been separated out and the entire 2011 Convertible Bonds been considered as the liability component, the effective interest rate would have been 2.07%.
 
30 
PROVISIONS
   
 
Provisions primarily represent provision for future dismantlement costs of oil and gas properties. The Group has established 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. Movement of provision of the Group’s obligations for the dismantlement of its retired oil and gas properties is as follows:
 
 
The Group
   
The Company
 
 
RMB millions
   
RMB millions
 
           
Balance at 1 January 2012
  18,317       17,114  
Provision for the period
  517       488  
Accretion expenses
  416       388  
Utilised for the period
  (8 )     (8 )
Exchange adjustment
  2        
Balance at 30 June 2012
  19,244       17,982  
 
 
72

 
 
31
SHARE CAPITAL

 
The Group and the Company
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Registered, issued and fully paid:
         
70,039,788,984 domestic listed A shares (2011: 69,922,074,436) of RMB 1.00 each
  70,040       69,922  
16,780,488,000 overseas listed H shares (2011:16,780,488,000) of RMB 1.00 each
  16,780       16,780  
    86,820       86,702  
 
 
The Company was established on 25 February 2000 with a registered capital of 68.8 billion domestic state-owned domestic shares with a par value of RMB 1.00 each, which were all held by Sinopec Group Company (Note 1).
   
 
Pursuant to the resolutions passed at an Extraordinary General Meeting of the Company held on 25 July 2000 and the approval from relevant authorities, the Company issued 15,102,439,000 H shares with a par value of RMB 1.00 each in its initial global offering in October 2000. The shares include 12,521,864,000 H shares and 25,805,750 American Depositary Shares (ADSs, each representing 100 H shares) at prices of HKD 1.59 and US$ 20.645 respectively. As part of the offering, 1,678,049,000 shares were offered in placing to Hong Kong and overseas investors.
   
 
In July 2001, the Company issued 2,800,000,000 listed A shares with a par value of RMB 1.00 each at RMB 4.22.
   
 
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. 66,337,951,000 state-owned A shares have been granted trading right upon settlement of the above consideration. The 784,000,000 state-owned A shares paid to the shareholders of the listed A shares were tradable on 10 October 2006.
   
 
On 3 March 2010, the Company issued 88,774 listed A shares with a par value of RMB 1.00 each at RMB 19.15 as a result of exercise of 188,292 warrants entitled to the Bonds with Warrants with net proceeds of RMB 1,700,022.
   
 
KPMG Huazhen had verified the above paid-in capital and issued capital verification reports.
   
 
During the year ended 31 December 2011, the Company issued 34,662 listed A shares with a par value of RMB 1.00 each, as a result of conversion exercised by the holders of the 2011 Convertible Bonds. During the six-month period ended 30 June 2012, the Company issued 117,714,548 listed A shares with a par value of RMB 1.00 each, as a result of conversion exercised by the holders of the 2011 Convertible Bonds.
   
 
All A shares and H shares rank pari passu in all material aspects.
   
32
CAPITAL RESERVE
   
 
The movements in capital reserve are as follows:
 
 
The Group
   
The Company
 
 
RMB millions
   
RMB millions
 
           
Balance at 1 January 2012
  29,583       37,983  
Changes in fair value of cash flow hedge, net of deferred tax (Note 45)
  1        
Changes in fair value of available-for-sale financial assets, net of deferred tax (i)
  1        
Share of other comprehensive income in associates
  26       26  
Exercise of conversion of the 2011 Convertible Bonds (Note 31)
  799       799  
Rights issue of shares by a subsidiary, net of issuance costs (ii)
  (18 )      
Acquisition of minority interests of subsidiaries (iii)
  (55 )      
Balance at 30 June 2012
  30,337       38,808  
 
 
Capital reserve represents mainly: (a) 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; (b) share premiums derived from issuances of H shares and A shares by the Company and excess of cash paid by investors over their proportionate shares in share capital, the proportionate shares of unexercised portion of the Bond with Warrants at the expiration date, and the amount transferred from the proportionate liability component and the derivative component of the converted portion of the 2011 Convertible Bonds; (c) difference between consideration paid for the combination of entities under common control over the carrying amount of the net assets acquired; and (d) adjustment for changes in fair value of available-for-sale financial assets.
 
 
Note:
     
 
(i)   
The available-for-sale financial assets held by the Group and the Company are carried at fair value with any changes in fair value, net of deferred tax, recognised directly in capital reserve.
     
 
(ii)
During the six-month period ended 30 June 2012, a subsidiary of the Group completed rights issue to its existing shareholders, and the issuance costs were adjusted to share premium.
     
 
(iii) 
During the six-month period ended 30 June 2012, the Group acquired minority interests from subsidiaries. The difference between the considerations paid over total amounts of the net assets acquired was recognised in capital reserve.

 
73

 

33 
SPECIFIC RESERVE
   
 
According to relevant PRC regulations, the Group is required to transfer an amount to specific reserve for the safety production fund based on the turnover of certain refining and chemicals products or based on the production volume of crude oil and natural gas. The movements of specific reserve are as follows:

 
The Group
   
The Company
 
 
RMB millions
   
RMB millions
 
           
Balance at 1 January 2012
  3,115       2,571  
Provision for the period
  1,723       1,430  
Utilisation for the period
  (656 )     (549 )
Balance at 30 June 2012
  4,182       3,452  
 
34 
SURPLUS RESERVES
   
 
Movements in surplus reserves are as follows:
 
 
The Group and the Company
 
 
Statutory
   
Discretionary
       
 
surplus
   
surplus
       
 
reserve
   
reserve
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
 
Balance at 1 January 2012
  61,263       117,000       178,263  
Appropriation
  2,420             2,420  
Balance at 30 June 2012
  63,683       117,000       180,683  
 
 
The Articles of Association of the Company and the PRC Company Law have set out the following profit appropriation plans:

 
(a)  
10% of the net profit is transferred to the statutory surplus reserve. In the event that the reserve balance reaches 50% of the registered capital, no transfer is needed;
     
 
(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.
 
35 
OPERATING INCOME AND OPERATING COSTS

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Income from principal operations
  1,327,466       1,216,941       759,291       742,257  
Income from other operations
  20,606       16,331       19,497       15,331  
Total
  1,348,072       1,233,272       778,788       757,588  
Operating cost
  1,152,431       1,029,875       620,503       601,876  
 
 
The income from principal operations represents revenue from sales of crude oil, natural gas, petroleum and chemical products net of value added tax. Operating costs primarily represents the products cost related to the principal operations. The Group’s segmental information is set out in Note 53.
   
 
For the six-month period ended 30 June 2012, revenue from sales to top five customers amounted to RMB 147,200 million (2011: RMB 101,700 million) which accounted for 11% (2011: 8%) of total operating income of the Group.
   
36
SALES TAXES AND SURCHARGES
 
 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Consumption tax
  64,020       62,141       49,287       46,966  
Special oil income levy
  16,472       18,691       15,381       17,549  
City construction tax
  5,892       6,389       4,613       4,885  
Education surcharge
  4,536       4,582       3,615       3,527  
Resources tax
  3,989       1,167       3,756       1,144  
Business tax
  358       315       302       262  
Total
  95,267       93,285       76,954       74,333  
 
 
The applicable tax rate of the sales taxes and surcharges are set out in Note 4.
 
 
74

 
 
37 
FINANCIAL EXPENSES
 
 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Interest expenses incurred
  6,169       4,614       5,370       3,864  
Less: Capitalised interest expenses
  639       356       532       312  
Net interest expenses
  5,530       4,258       4,838       3,552  
Accretion expenses (Note 30)
  416       329       388       306  
Interest income
  (563 )     (541 )     (394 )     (195 )
Net foreign exchange loss/(gain)
  150       (560 )     66       (182 )
Total
  5,533       3,486       4,898       3,481  
 
 
The interest rates per annum at which borrowing costs were capitalised during the six-month period ended 30 June 2012 by the Group and the Company ranged from 3.8% to 6.2 % (2011: 3.1% to 6.7%)
   
38
EXPLORATION EXPENSES
   
 
Exploration expenses include geological and geophysical expenses and written-off of unsuccessful dry hole costs.
   
39 
IMPAIRMENT LOSSES
 
 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Receivables
  (167 )     (118 )     (164 )     (118 )
Inventories
  7,218       2,667       6,134       2,184  
Fixed assets
        164             132  
Others
  (3 )     (1 )     (3 )     (1 )
Total
  7,048       2,712       5,967       2,197  
 
40   
GAIN FROM CHANGES IN FAIR VALUE

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Changes in fair value of financial assets and liabilities held for trading
  9       115       62       55  
Fair value gain on the embedded derivative component of the convertible bonds (Note 29(iii) and (v))
  506       190       506       190  
Unrealised losses from ineffective portion cash flow hedges
  (5 )                  
Total
  510       305       568       245  
 
41 
INVESTMENT INCOME

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Income from investment accounted for under cost method
  33       47       5,006       7,184  
Income from investment accounted for under equity method
  323       2,804       822       1,809  
Investment loss from disposal of financial assets and liabilities held for trading
  (306 )     (70 )            
Realised gains from ineffective portion of cash flow hedge
  155                    
Others
  27       41       230       131  
Total
  232       2,822       6,058       9,124  

 
75

 

42 
NON-OPERATING INCOME

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Gain on disposal of non-current assets
  581       645       578       627  
Government grants
  554       290       387       262  
Others
  227       173       183       118  
Total
  1,362       1,108       1,148       1,007  

43 
NON-OPERATING EXPENSES

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Loss on disposal of non-current assets
  122       104       96       91  
Fines, penalties and compensation
  36       153       33       152  
Donations
  42       20       40       19  
Others
  387       313       367       298  
Total
  587       590       536       560  
 
44 
INCOME TAX EXPENSE

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
Provision for income tax for the period
  10,418       11,922       5,946       6,792  
Deferred taxation
  (1,554 )     1,216       (475 )     361  
Under-provision for income tax in respect of preceding year
  473       405       441       326  
Total
  9,337       13,543       5,912       7,479  
 
 
76

 
 
44 
INCOME TAX EXPENSE (Continued)
   
 
Reconciliation between actual income tax expense and accounting profit at applicable tax rates is as follows:

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
                       
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
                       
Profit before taxation
  34,283       56,755       30,109       41,611  
Expected income tax expense at a tax rate of 25%
  8,571       14,189       7,527       10,403  
Tax effect of non-deductible expenses
  220       105       211       61  
Tax effect of non-taxable income
  (124 )     (928 )     (1,380 )     (2,626 )
Tax effect of preferential tax rate (Note)
  (916 )     (791 )     (887 )     (685 )
Effect of income taxes from foreign operations in excess of taxes at the PRC statutory tax rate (Note)
  101       796              
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
  (152 )     (327 )            
Tax effect of unrecognised temporary differences
  14                    
Tax effect of tax losses not recognised
  538       94              
Write-down of deferred tax assets
  612                    
Adjustment for under-provision for income tax in respect of preceding year
  473       405       441       326  
Actual income tax expense
  9,337       13,543       5,912       7,479  

 
Note:
   
 
The provision for PRC current income tax is based on a statutory income tax rate of 25% 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 in the PRC that are taxed at preferential rates, and the foreign operation in the Republic of Angola (Angola) that is taxed at 50% of the assessable income as determined in accordance with the relevant income tax rules and regulations of Angola.

45 
OTHER COMPREHENSIVE INCOME
     
 
(a)  
Tax effects relating to each component of other comprehensive income
     
   
The Group

 
Six-month period ended
   
Six-month period ended
 
 
30 June 2012
   
30 June 2011
 
 
Before-tax
   
Tax
   
Net-of-tax
   
Before-tax
   
Tax
   
Net-of-tax
 
 
amount
   
effect
   
amount
   
amount
   
effect
   
amount
 
 
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
 
millions
   
millions
   
millions
   
millions
   
millions
   
millions
 
                                   
Cash flow hedges
  1             1       163       (24 )     139  
Available-for-sale financial assets
  1             1       1             1  
Share of other comprehensive income in associates
  26             26       (63 )           (63 )
Translation difference in foreign currency statements
  89             89       (234 )           (234 )
Other comprehensive income
  117             117       (133 )     (24 )     (157 )

 
The Company

 
Six-month period ended
   
Six-month period ended
 
 
30 June 2012
   
30 June 2011
 
 
Before-tax
   
Tax
   
Net-of-tax
   
Before-tax
   
Tax
   
Net-of-tax
 
 
amount
   
effect
   
amount
   
amount
   
effect
   
amount
 
 
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
 
millions
   
millions
   
millions
   
millions
   
millions
   
millions
 
                                   
Share of other comprehensive income in associates
  26             26       (63 )           (63 )
Other comprehensive income
  26             26       (63 )           (63 )

 
77

 

45 
OTHER COMPREHENSIVE INCOME (Continued)
     
 
(b)  
Reclassification adjustments relating to components of other comprehensive income

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cash flow hedges:
                     
Effective portion of changes in fair value of hedging instruments recognised during the period
  804       (1,856 )            
Amounts transferred to initial carrying amount of hedged items
  (235 )     (115 )            
Reclassification adjustments for amounts transferred to the operating costs for the period
  (568 )     2,134              
Net deferred tax expense recognised in other comprehensive income
        (24 )            
Net movement during the period recognised in other comprehensive income
  1       139              
Available-for-sale financial assets:
                             
Changes in fair value recognised during the period
  1       1              
Net movement during the period recognised in other comprehensive income
  1       1              
Share of other comprehensive income in associates:
                             
Net movement during the period recognised in other comprehensive income
  26       (63 )     26       (63 )
Translation difference in foreign currency statements:
                             
Net movement during the period recognised in other comprehensive income
  89       (234 )            

46 
DIVIDENDS
     
 
(a)  
Dividends of ordinary shares declared after the balance sheet date
   
Pursuant to the Company’s Articles of Association and a resolution passed at the Directors’ meeting on 24 August 2012, the directors authorised to declare the interim dividends for year ended 31 December 2012 of RMB 0.10 per share (2011: RMB 0.10 per share) totalling RMB 8,682 million (2011: 8,670 million).
     
 
(b)
Dividends of ordinary shares declared during the period
   
Pursuant to the shareholders’ approval at the Annual General Meeting on 11 May 2012, a final dividend of RMB 0.20 per share totalling RMB 17,364 million in respect of the year ended 31 December 2011 was declared.
     
   
Pursuant to the shareholders’ approval at the Annual General Meeting on 13 May 2011, a final dividend of RMB 0.13 per share totalling RMB 11,271 million in respect of the year ended 31 December 2010 was declared.
     
47
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT
     
 
(a)
Reconciliation of net profit to cash flows from operating activities:

 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Net profit
  24,946       43,212       24,197       34,132  
Add: Impairment losses on assets
  7,048       2,712       5,967       2,197  
Depreciation of fixed assets
  33,589       29,779       27,174       24,230  
Amortisation of intangible assets
  945       731       748       493  
Dry hole costs written off
  2,942       2,342       2,942       2,342  
Net gain on disposal of non-current assets
  (459 )     (541 )     (482 )     (65 )
Fair value gain
  (510 )     (305 )     (568 )     (245 )
Financial expenses
  5,533       3,486       4,898       3,481  
Investment income
  (232 )     (2,822 )     (6,058 )     (9,124 )
(Increase)/decrease in deferred tax assets
  (1,769 )     806       (908 )     506  
Increase/(decrease) in deferred tax liabilities
  215       249       433       (145 )
(Increase)/decrease in inventories
  (11,031 )     (54,083 )     2,203       (36,983 )
(Increase)/decrease in operating receivables
  (23,182 )     (35,150 )     12,821       (16,429 )
(Decrease)/Increase in operating payables
  (17,481 )     40,447       (23,816 )     21,805  
Net cash flow from operating activities
  20,554       30,863       49,551       26,195  
 
 
78

 
 
47 
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT (Continued)
     
 
(b)  
Net change in cash and cash equivalents:
 
 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cash balance at the end of the period
  249       189       232       161  
Less: Cash balance at the beginning of the period
  247       130       235       110  
Add: Cash equivalents at the end of the period
  12,310       8,527       4,764       3,795  
Less: Cash equivalents at the beginning of the period
  24,400       16,878       20,617       11,771  
Net decrease of cash and cash equivalents
  (12,088 )     (8,292 )     (15,856 )     (7,925 )
 
 
(c)  
The analysis of cash and cash equivalents held by the Group and the Company is as follows:
 
 
The Group
   
The Company
 
 
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cash at bank and on hand
                     
– Cash on hand
  249       189       232       161  
– Demand deposits
  12,310       8,527       4,764       3,795  
Cash and cash equivalents at the end of the period
  12,559       8,716       4,996       3,956  

48 
RELATED PARTIES AND RELATED PARTY TRANSACTIONS
     
 
(1)  
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. 22, Chaoyangmen North Street, Chaoyang District, Beijing
 
Principal activities
:
Exploration, production, storage and transportation (including pipeline transportation), sales and utilisation of crude oil and natural gas; refining; wholesale and retail of gasoline, kerosene and diesel; production, sales, storage and transportation of petrochemical and other chemical products; industrial investment and investment management; exploration, construction, installation and maintenance of petroleum and petrochemical constructions and equipments; manufacturing electrical equipment; research, development, application and consulting services of information technology and alternative energy products; import & export of goods and technology.
 
Relationship with the Group  
:
Ultimate holding company
 
Types of legal entity
:
State-owned
 
Authorised representative
:
Fu Chengyu
 
Registered capital
:
RMB 231,621 million

   
Sinopec Group Company is an enterprise controlled by the PRC government. Sinopec Group Company directly or indirectly holds 76.28% shareholding of the Company.
     
 
(2)  
Related parties not having the ability to exercise control over the Group

 
Related parties under common control of a parent company with the Company:
 
Sinopec Finance Company Limited
 
Sinopec Shengli Petroleum Administration Bureau
 
Sinopec Zhongyuan Petroleum Exploration Bureau
 
Sinopec Assets Management Corporation
 
Sinopec Engineering Incorporation
 
Sinopec Century Bright Capital Investment Limited
 
Sinopec Petroleum Storage and Reserve Limited
 
Sinopec International Petroleum Exploration and Production Limited
   
 
Associates of the Group:
 
Sinopec Railway Oil Marketing Company Limited
 
China Aviation Oil Supply Company Limited
 
Sinopec Changjiang Fuel Company Limited
 
BPZR (Ningbo) LPG Company Limited
 
China Shipping & Sinopec Suppliers Company Limited
   
 
Jointly controlled entities of the Group:
 
Shanghai Secco Petrochemical Company Limited
 
BASF-YPC Company Limited
 
Fujian Refining and Petrochemical Company Limited
 
SINOPEC SABIC Tianjin Petrochemical Company Limited
 
 
79

 
 
48 
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
     
 
(3)  
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:
 
       
The Group
   
The Company
 
       
Six-month periods ended 30 June
   
Six-month periods ended 30 June
 
   
Note
 
2012
   
2011
   
2012
   
2011
 
       
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                             
Sales of goods
 
(i)
    169,491       138,800       71,479       72,135  
Purchases
 
(ii)
    73,797       67,839       19,227       26,839  
Transportation and storage
 
(iii)
    709       640       582       530  
Exploration and development services
 
(iv)
    16,600       13,164       15,829       12,660  
Production related services
 
(v)
    4,514       4,743       3,210       3,776  
Ancillary and social services
 
(vi)
    2,063       1,927       2,049       1,888  
Operating lease charges
 
(vii)
    3,685       3,702       3,525       3,546  
Agency commission income
 
(viii)
    78       8              
Interest received
 
(ix)
    58       52       283       60  
Interest paid
 
(x)
    563       297       126       111  
Net deposits withdrawn from related parties
 
(ix)
    3,298       7,015       5,230       6,382  
Net loans obtained from/(repaid to) related parties
 
(xi)
    38,202       (414 )     89       (4,045 )
Net entrusted loans repaid by subsidiaries
 
(xii)
                5,894        
 
 
The amounts set out in the table above in respect of the six-month periods ended 30 June 2012 and 2011 represent the relevant costs and income as determined by the corresponding contracts with the related parties.
     
 
As at 30 June 2012 and 31 December 2011, there were no guarantees given to banks by the Group in respect of banking facilities to Sinopec Group Company and fellow subsidiaries, except for the disclosure set out in Note 52(b). Guarantees given to banks by the Group in respect of banking facilities to associates and jointly controlled entities are disclosed in Note 52(b).
     
 
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 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 represents 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 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 and Sinopec Century Bright Capital Investment Limited, finance companies controlled by Sinopec Group Company. The applicable interest rate is determined in accordance with the prevailing saving deposit rate. Interest received includes the interest from loans provided to subsidiaries (Note(xii)).
     
 
(x)
Interest paid represents interest charges on the loans and advances obtained from Sinopec Group Company and fellow subsidiaries.
     
 
(xi)
The Group obtained or repaid loans from or to Sinopec Group Company and fellow subsidiaries. The calculated periodic balance of average loan for the six-month period ended 30 June 2012, which is based on monthly average balances, was RMB 76,556 million (2011: RMB 55,277 million).
     
 
(xii)
The Company provided entrusted loans to subsidiaries through bank and other financial organisation and recognised interest income in accordance with interest rates specified in the contracts.

 
80

 

48 
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
         
 
(3)  
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: (Continued)
   
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. These agreements impacted the operating results of the Group for the six-month period ended 30 June 2012. 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 number of lease agreements with Sinopec Group Company to lease certain lands and buildings effective on 1 January 2000. The lease term is 40 or 50 years for lands and 20 years for buildings, respectively. The Company and Sinopec Group Company can renegotiate the rental amount every three years for land and the rental amount is approximately RMB 6,727 million (2011: RMB 6,727 million) per annum. The Company and Sinopec Group Company can renegotiate the rental amount for buildings every year. However such amount cannot exceed the market price as determined by an independent third party.
         
   
(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 stations and retail stores would exclusively sell the refined products supplied by the Group.
         
 
(4)  
Balances with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
   
The balances with the Group’s related parties at 30 June 2012 and 31 December 2011 are as follows:

 
The ultimate holding company
   
Other related companies
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Cash and cash equivalents
              3,822       7,120  
Accounts receivable
  69       8       18,608       15,381  
Prepayments and other receivables
              3,248       1,805  
Accounts payable
              8,827       9,795  
Advances from customers
              1,213       1,080  
Other payables
  103       40       7,872       8,594  
Short-term loans
              50,348       11,949  
Long-term loans (including current portion) (Note)
              37,566       37,763  
 
    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.
 
   
During the period ended 30 June 2012, according to relevant agreements, the Group has provided loans of USD 318 million (2011: USD 228 million) to certain jointly controlled entities of Sinopec Group Company.
     
   
As at and for the six-month period ended 30 June 2012, and as at and for the year ended 31 December 2011, no individually significant 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.

 
81

 

48 
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
     
 
(5)    
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:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB thousands
   
RMB thousands
 
           
Short-term employee benefits
  5,071       4,638  
Retirement scheme contributions
  228       142  
    5,299       4,780  

49 
PRINCIPAL 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 it 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 significant accounting policies are set forth in Note 3. The Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the financial statements.
     
 
(a)  
Oil and gas properties and reserves
   
The accounting for the exploration and production segment’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 the 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 provisions 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 unit-of-production method.
     
 
(b)
Impairment for 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 ASBE 8 – 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 sales 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 sales volume, selling price and amount of operating costs.

 
82

 

49 
PRINCIPAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)
     
 
(c)  
Depreciation
   
Fixed assets are depreciated on a straight-line basis over the estimated useful lives of the assets, after taking into account the estimated residual value. Management reviews the estimated useful lives of the assets at least annually 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.
     
 
(d)
Allowances for doubtful accounts
   
Management estimates impairment losses for bad and doubtful debts resulting from the inability of the Group’s customers to make the required payments. Management 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.
     
 
(e)
Allowance for diminution in value of inventories
   
If the costs of inventories become higher than 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. Management 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 would be higher than estimated.

 
83

 

50  
PRINCIPAL SUBSIDIARIES
   
 
The Company’s principal subsidiaries have been consolidated into the Group’s financial statements for the six-month period ended 30 June 2012. The following list contains only the particulars of subsidiaries which principally affected the results, assets and liabilities of the Group:

   
Full name of enterprise
 
Principal activities
 
Registered capital/ paid-up capital
   
Actual investment at 30 June 2012
   
Percentage of equity interest /voting right held by the Group
   
Minority interests at 30 June 2012
 
           
RMB millions
   
RMB millions
   
%
   
RMB millions
 
                                 
(a)
 
Subsidiaries acquired through group restructuring:
 
   
China Petrochemical International Company Limited
 
Trading of petrochemical products
    1,400       1,788       100.00        
   
Sinopec Sales Company Limited
 
Marketing and distribution of refined petroleum products
    1,700       1,700       100.00        
   
Sinopec Yangzi Petrochemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
    13,203       13,938       100.00        
   
Fujian Petrochemical Company Limited (Note)
 
Manufacturing of plastics, intermediate petrochemical products and petroleum products
    4,769       2,285       50.00       1,877  
   
Sinopec Shanghai Petrochemical Company Limited
 
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and petroleum products
    7,200       7,258       55.56       7,649  
   
Sinopec Kantons Holdings Limited
 
Trading of crude oil and petroleum products
 
HKD 207
   
HKD 2,822
      72.34       1,513  
   
Sinopec Yizheng Chemical Fibre Company Limited (Note)
 
Production and sale of polyester chips and polyester fibres
    4,000       3,509       42.00       5,043  
   
China International United Petroleum and Chemical Company Limited
 
Trading of crude oil and petrochemical products
    3,000       4,585       100.00        
   
Sinopec (Hong Kong) Limited
 
Trading of crude oil and petrochemical products
 
HKD 5,477
   
HKD 5,370
      100.00        
(b)
 
Subsidiaries established by the Group:
 
   
Sinopec Shell (Jiangsu) Petroleum Marketing Company Limited
 
Marketing and distribution of refined petroleum products
    830       498       60.00       454  
   
BP Sinopec (Zhejiang) Petroleum Company Limited
 
Marketing and distribution of refined petroleum products
    800       480       60.00       413  
   
Sinopec Qingdao Refining and Chemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
    5,000       4,250       85.00       351  
   
Sinopec Senmei (Fujian) Petroleum Limited
 
Marketing and distribution of refined petroleum products
    1,840       1,012       55.00       1,751  
   
Sinopec Chemical Sales Company Limited
 
Marketing of petrochemical products
    1,000       1,100       100.00        
   
Sinopec International Petroleum Exploration and Production Limited
 
Investment in exploration, production and sales of petroleum and natural gas
    8,000       8,000       100.00        
   
Sinopec Fuel Oil Sales Company Limited
 
Marketing and distribution of refined petroleum products
    2,200       2,749       100.00        
(c)
 
Subsidiaries acquired through business combination under common control:
 
   
Sinopec Zhongyuan Petrochemical Company Limited
 
Manufacturing of petrochemical products
    2,400       2,244       93.51       24  
   
Sinopec Hainan Refining and Chemical Company Limited
 
Manufacturing of intermediate  petrochemical products and petroleum products
    3,986       2,990       75.00       1,299  
   
Sinopec Qingdao Petrochemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
    1,595       4,701       100.00        

 
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.
     
 
Note:
The Company consolidated the financial statements of the entity because the Company controlled the board of this entity and had the power to govern its financial and operating policies.
 
 
84

 
 
51 
COMMITMENTS
   
 
Operating lease commitments
 
The Group and the Company lease 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 30 June 2012 and 31 December 2011, the future minimum lease payments of the Group and the Company under operating leases are as follows:

 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Within one year
  11,026       10,414       10,616       9,830  
Between one and two years
  10,439       9,764       10,215       9,503  
Between two and three years
  10,240       9,668       10,042       9,443  
Between three and four years
  10,213       9,585       10,020       9,319  
Between four and five years
  10,243       9,465       10,050       9,297  
After five years
  217,976       215,810       212,240       210,277  
Total
  270,137       264,706       263,183       257,669  

 
Capital commitments
 
At 30 June 2012 and 31 December 2011, the capital commitments are as follows:

 
The Group
   
The Company
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Authorised and contracted for
  192,271       192,792       171,146       170,698  
Authorised but not contracted for
  59,762       32,178       54,285       24,358  
Total
  252,033       224,970       225,431       195,056  

 
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 the 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.
   
 
Estimated future annual payments are as follows:

 
The Group and Company
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Within one year
  352       335  
Between one and two years
  165       105  
Between two and three years
  26       25  
Between three and four years
  27       26  
Between four and five years
  29       28  
After five years
  729       730  
Total
  1,328       1,249  

 
The implementation of commitments in previous year and the Group’s commitments did not have material discrepancy.
 
 
85

 
 
52 
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 30 June 2012 and 31 December 2011, 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
 
 
At 30 June
   
At 31 December
   
At 30 June
   
At 31 December
 
 
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Jointly controlled entities
  640       703       264       283  
Associates
                             
Total
  715       782       264       287  

   
As at 31 December 2011, a subsidiary of the Company provided guarantees on long-term loans of USD 94 million drawn down by certain jointly controlled entities of Sinopec Group Company, and the loans under such guarantees had been repaid as at 30 June 2012. As at 30 June 2012, this subsidiary also provided guarantees on long-term loans of USD 978 million (2011: USD 969 million) drawn down by certain joint venturers (other than Sinopec Group Company) of these jointly controlled entities.
     
   
The Group monitors the conditions that are subject to the guarantees to identify whether it is probable that a loss has occurred, and recognises any such losses under guarantees when those losses are estimable. At 30 June 2012 and 31 December 2011, it is not probable that the Group will be required to make payments under the guarantees. Thus no liabilities have 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 3,002 million for the six-month period ended 30 June 2012 (2011: RMB 2,851 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.
     
53 
SEGMENT REPORTING
     
 
Segment information is presented in respect of the Group’s operating segments. The format is based on the Group’s management and internal reporting structure.
     
 
In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker for the purposes of resource allocation and performance assessment, the Group has identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.
     
 
(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.
 
 
86

 
 
53  
SEGMENT REPORTING (Continued)
     
 
(1)  
Information of reportable segmental revenues, profits or losses, assets and liabilities
   
The Group’s chief operating decision maker 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. Inter-segment transfer pricing is based on the market price or 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. Segment assets include all tangible and intangible assets, except for cash at bank and on hand, long-term equity investments and deferred tax assets. Segment liabilities exclude short-term loans, short-term debentures payable, non-current liabilities due within one year, long-term loans, debentures payable, deferred tax liabilities and other non-current liabilities.
     
   
Reportable information on the Group’s operating segments is as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Income from principal operations
         
Exploration and production
         
External sales
  25,956       21,667  
Inter-segment sales
  90,728       84,281  
    116,684       105,948  
Refining
             
External sales
  95,805       96,314  
Inter-segment sales
  540,088       496,319  
    635,893       592,633  
Marketing and distribution
             
External sales
  701,769       649,997  
Inter-segment sales
  4,003       2,058  
    705,772       652,055  
Chemicals
             
External sales
  173,576       182,994  
Inter-segment sales
  23,457       23,315  
    197,033       206,309  
Others
             
External sales
  330,360       265,969  
Inter-segment sales
  323,343       306,501  
    653,703       572,470  
Elimination of inter-segment sales
  (981,619 )     (912,474 )
Income from principal operations
  1,327,466       1,216,941  
Income from other operations
             
Exploration and production
  9,433       6,685  
Refining
  2,680       3,043  
Marketing and distribution
  4,181       2,947  
Chemicals
  3,736       3,129  
Others
  576       527  
Income from other operations
  20,606       16,331  
Consolidated operating income
  1,348,072       1,233,272  

 
87

 

53 
SEGMENT REPORTING (Continued)
     
 
(1)  
Information of reportable segmental revenues, profits or losses, assets and liabilities (Continued)

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Operating profit/(loss)
         
By segment
         
Exploration and production
  40,279       34,740  
Refining
  (19,448 )     (13,155 )
Marketing and distribution
  20,294       19,716  
Chemicals
  (2,003 )     15,508  
Others
  (299 )     (870 )
Elimination
  (524 )     657  
Total segment operating profit
  38,299       56,596  
Investment income/(loss)
             
Exploration and production
  123       128  
Refining
  (736 )     (191 )
Marketing and distribution
  600       640  
Chemicals
  (82 )     1,885  
Others
  327       360  
Total segment investment income
  232       2,822  
Financial expenses
  (5,533 )     (3,486 )
Gain from changes in fair value
  510       305  
Operating profit
  33,508       56,237  
Add: Non-operating income
  1,362       1,108  
Less: Non-operating expenses
  587       590  
Profit before taxation
  34,283       56,755  
               
 
At 30 June
   
At 31 December
 
    2012       2011  
 
RMB millions
   
RMB millions
 
               
Assets
             
Segment assets
             
Exploration and production
  327,368       322,241  
Refining
  284,700       270,884  
Marketing and distribution
  239,569       228,546  
Chemicals
  134,939       142,733  
Others
  101,335       77,272  
Total segment assets
  1,087,911       1,041,676  
Cash at bank and on hand
  13,960       25,197  
Long-term equity investments
  47,498       47,458  
Deferred tax assets
  15,167       13,398  
Other unallocated assets
  3,642       2,324  
Total assets
  1,168,178       1,130,053  
Liabilities
             
Segment liabilities
             
Exploration and production
  63,095       78,811  
Refining
  42,455       60,130  
Marketing and distribution
  71,405       80,507  
Chemicals
  22,721       29,977  
Others
  121,049       111,463  
Total segment liabilities
  320,725       360,888  
Short-term loans
  86,720       36,985  
Short-term debentures payable
  30,000        
Non-current liabilities due within one year
  14,955       43,388  
Long-term loans
  51,997       54,320  
Debentures payable
  120,074       100,137  
Deferred tax liabilities
  15,423       15,181  
Other non-current liabilities
  3,939       3,436  
Other unallocated liabilities
  5,124       6,193  
Total liabilities
  648,957       620,528  
 
 
88

 
 
53 
SEGMENT REPORTING (Continued)
     
 
(1)  
Information of reportable segmental revenues, profits or losses, assets and liabilities (Continued)
   
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.

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Capital expenditure
         
Exploration and production
  21,839       17,406  
Refining
  10,427       3,656  
Marketing and distribution
  12,390       9,523  
Chemicals
  6,341       2,120  
Others
  507       862  
    51,504       33,567  
Depreciation, depletion and amortisation
             
Exploration and production
  19,328       16,399  
Refining­
  6,062       5,733  
Marketing and distribution
  4,091       3,498  
Chemicals
  4,450       4,286  
Others
  603       594  
    34,534       30,510  
Impairment losses on long-lived assets
             
Refining
        43  
Marketing and distribution
        32  
Chemicals
        89  
          164  

 
(2) 
Geographical information
   
The following tables set out information about the geographical information of (i) the Group’s external sales and (ii) the Group’s non-current assets, excluding financial instruments and deferred tax assets. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets.

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
External sales
         
Mainland China
  1,016,324       933,935  
Others
  331,748       299,337  
    1,348,072       1,233,272  
               
 
At 30 June
   
At 31 December
 
    2012       2011  
 
RMB millions
   
RMB millions
 
               
Non-current assets
             
Mainland China
  782,997       762,805  
Others
  23,334       24,375  
    806,331       787,180  
 
 
89

 
 
54 
FINANCIAL INSTRUMENTS
     
 
Overview
 
Financial assets of the Group include cash at bank, equity investments, accounts receivable, bills receivable, prepayments, financial assets held for trading, derivative financial instruments and other receivables. Financial liabilities of the Group include short-term and long-term loans, accounts payable, bills payable, advances from customers, debentures payable, derivative financial instruments and other payables.
     
 
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 accounts receivable relates 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 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 accounts receivable.
     
 
The carrying amounts of cash at bank, time deposits with financial institutions, trade accounts and bills receivables, derivative financial instruments 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 encounters short fall of capital when meeting its obligation of financial liabilities. The Group’s approach to 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 capital 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 the liquidity risk.
     
 
At 30 June 2012, the Group has standby credit facilities with several PRC financial institutions which provide the Group to borrow up to RMB 189,900 million (2011: RMB 170,500 million) on an unsecured basis, at a weighted average interest rate of 3.57% (2011: 3.63%). At 30 June 2012, the Group’s outstanding borrowings under these facilities were RMB 11,462 million (2011: RMB 13,767 million) and were included in short-term bank loans.

 
90

 

54 
FINANCIAL INSTRUMENTS (Continued)
   
 
Liquidity risk (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

   
At 30 June 2012
 
         
Total
                         
         
contractual
   
Within 1
   
More than 1
   
More than 2
       
   
Carrying
   
undiscounted
   
year or on
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                     
Short-term loans
    86,720       87,322       87,322                    
Non-current liabilities due within one year
    14,955       15,344       15,344                    
Short-term debentures payable
    30,000       30,386       30,386                    
Long-term loans
    51,997       53,444       717       13,686       2,526       36,515  
Debentures payable
    120,074       139,433       3,086       45,001       60,823       30,523  
Bills payable
    4,276       4,276       4,276                    
Accounts payable
    172,949       172,949       172,949                    
Other payables and employee benefits payable
    59,104       59,104       59,104                    
Total
    540,075       562,258       373,184       58,687       63,349       67,038  
                                                 
   
At 31 December 2011
 
           
Total
                                 
           
contractual
   
Within 1
   
More than 1
   
More than 2
         
   
Carrying
   
undiscounted
   
year or on
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                                 
Short-term loans
    36,985       37,727       37,727                    
Non-current liabilities due within one year
    43,388       44,254       44,254                    
Long-term loans
    54,320       60,500       5,455       15,963       2,500       36,582  
Debentures payable
    100,137       109,129       2,152       2,208       57,316       47,453  
Bills payable
    5,933       5,933       5,933                    
Accounts payable
    177,002       177,002       177,002                    
Other payables and employee benefits payable
    53,655       53,655       53,655                    
Total
    471,420       488,200       326,178       18,171       59,816       84,035  

 
91

 

54 
FINANCIAL INSTRUMENTS (Continued)
   
 
Liquidity risk (Continued)
   
 
The Company

   
At 30 June 2012
 
         
Total
                         
         
contractual
   
Within 1
   
More than 1
   
More than 2
       
   
Carrying
   
undiscounted
   
year or on
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                     
Short-term loans
    3,649       3,761       3,761                    
Non-current liabilities due within one year
    14,844       15,232       15,232                    
Short-term debentures payable
    30,000       30,386       30,386                    
Long-term loans
    51,036       52,269       667       13,576       1,511       36,515  
Debentures payable
    120,074       139,433       3,086       45,001       60,823       30,523  
Bills payable
    3,022       3,022       3,022                    
Accounts payable
    102,722       102,722       102,722                    
Other payables and employee benefits payable
    93,143       93,143       93,143                    
Total
    418,490       439,968       252,019       58,577       62,334       67,038  
                                                 
   
At 31 December 2011
 
           
Total
                                 
           
contractual
   
Within 1
   
More than 1
   
More than 2
         
   
Carrying
   
undiscounted
   
year or on
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                                 
Short-term loans
    3,842       3,943       3,943                    
Non-current liabilities due within one year
    43,281       44,146       44,146                    
Long-term loans
    53,783       59,803       5,330       15,794       2,112       36,567  
Debentures payable
    100,137       109,129       2,152       2,208       57,316       47,453  
Bills payable
    3,052       3,052       3,052                    
Accounts payable
    128,138       128,138       128,138                    
Other payables and employee benefits payable
    70,066       70,066       70,066                    
Total
    402,299       418,277       256,827       18,002       59,428       84,020  

 
Market risk
 
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
     
 
(a)  
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 and Hong Kong Dollars, and the Group enters into foreign exchange contracts to manage currency risk exposure.
     
   
Included in short-term and long-term loans 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
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2012
 
2011
 
2012
 
2011
   
millions
 
millions
 
millions
 
millions
                 
Gross exposure arising from loans and borrowings
               
US Dollars
 
USD 3,002
 
USD 1,794
 
USD 65
 
USD 42
Japanese Yen
 
JPY 12,635
 
JPY 14,532
 
JPY 12,635
 
JPY 14,532
Hong Kong Dollars
 
HKD 13,200
 
HKD 12,847
 
HKD 13,200
 
HKD 12,847

 
92

 

54 
FINANCIAL INSTRUMENTS (Continued)
     
 
Market risk (Continued)
     
  (a)  
Currency risk (Continued)
   
A 5 percent strengthening of Renminbi against the following currencies at 30 June 2012 and 31 December 2011 would have increased net 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 2011.

 
The Group
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
US Dollars
  712       424  
Japanese Yen
  38       44  
Hong Kong Dollars
  404       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.
     
 
(b)  
Interest rate risk
   
The Group’s interest rate risk exposure arises primarily from its short-term and long-term loans. Loans 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 and terms of repayment of short-term and long-term loans of the Group are disclosed in Note 20 and Note 28, respectively.
     
   
At 30 June 2012 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 net profit for the year and retained earnings by approximately RMB 682 million (2011: RMB 271 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 loans outstanding at that date with exposure to cash flow interest rate risk. The analysis is performed on the same basis for 2011.
     
 
(c)
Commodity price risk
   
The Group engages in oil and gas operations and is exposed to commodity price risk related to price volatility of crude oil and refined petroleum products. The fluctuations in prices of crude oil and refined petroleum products could have significant impact on the Group. The Group uses derivative financial instruments, including commodity futures and swaps, to manage a portion of such risk.
     
   
At 30 June 2012, the Group had certain commodity contracts of crude oil and refined oil products designated as qualified cash flow hedges and economic hedges. At 30 June 2012, the net fair value of such derivative hedging financial instruments is derivative financial assets of RMB 3,819 million (2011: RMB 837 million) recognised in other receivables and derivative financial liabilities of RMB 5,184 million (2011: RMB 684 million) recognised in other payables.
     
   
At 30 June 2012, it is estimated that a general increase/decrease of USD 10 per barrel in crude oil and refined petroleum products, with all other variables held constant, would decrease/increase the Group’s profit for the year and retained earnings by approximately RMB 117 million (2011: increase/decrease RMB 563 million), and decrease/increase the Group’s capital reserve by approximately RMB 144 million (2011: increase/decrease RMB 450 million). This sensitivity analysis has been determined assuming that the change in prices had occurred at the balance sheet date and the change was applied to the Group’s derivative financial instruments at that date with exposure to commodity price risk. The analysis is performed on the same basis for 2011.
     
 
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. As at 30 June 2012, the Group’s exposure to equity price risk is the derivatives embedded in the 2007 Convertible Bonds and the 2011 Convertible Bonds issued by the Company as disclosed in Note 29(iii) and (v) respectively.
     
 
As at 30 June 2012, it is estimated that an increase of 20% in the Company’s own share price would decrease the Group’s profit for the year and retained earnings by approximately RMB 1,774 million (2011: RMB 2,159 million); a decrease of 20% in the Company’s own share price would increase the Group’s profit for the year and retained earnings by approximately RMB 1,035 million (2011: RMB 1,628 million). The 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. The analysis is performed on the same basis for 2011.

 
93

 

54 
FINANCIAL INSTRUMENTS (Continued)
       
 
Fair values
       
 
(i)  
Financial instruments carried at fair value
   
The following table presents the carrying value of financial instruments measured at fair value at the balance sheet date across the three levels of the fair value hierarchy. With the fair value of each financial instrument categorised in its entirely based on the lowest level of input that is significant to that fair value measurement. The levels are defined as follows:
       
   
•  
Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments.
       
   
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation techniques in which all significant inputs are directly or indirectly based on observable market data.
       
   
Level 3 (lowest level): fair values measured using valuation techniques in which any significant input is not based on observable market data.
       
   
At 30 June 2012

   
The Group
   
The Company
 
   
Level 1
   
Level 2
   
Level 3
   
Total
   
Level 1
   
Level 2
   
Level 3
   
Total
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                                 
Assets
                                               
Available-for-sale financial assets:
                                               
– Listed
    56                   56                          
Derivative financial instruments:
                                                               
– Derivative financial assets
    149       3,670             3,819                          
      205       3,670             3,875                          
Liabilities
                                                               
Derivative financial instruments:
                                                               
– Embedded derivative component of the Convertible Bonds
          2,007             2,007             2,007             2,007  
– Other derivative financial liabilities
    127       5,184             5,311             127             127  
      127       7,191             7,318             2,134             2,134  

   
At 31 December 2011

   
The Group
   
The Company
 
   
Level 1
   
Level 2
   
Level 3
   
Total
   
Level 1
   
Level 2
   
Level 3
   
Total
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                                 
Assets
                                               
Available-for-sale financial assets:
                                               
– Listed
    55                   55       13                   13  
– Non-listed
          200             200                          
Derivative financial instruments:
                                                               
– Derivative financial assets
    133       758             891                          
      188       958             1,146       13                   13  
Liabilities
                                                               
Derivative financial instruments:
                                                               
– Embedded derivative component of the convertible bonds
          2,680             2,680             2,680             2,680  
– Other derivative financial liabilities
    79       810             889             188             188  
      79       3,490             3,569             2,868             2,868  

   
During the period, there were no transfers between instruments in Level 1 and Level 2.
 
 
94

 
 
54 
FINANCIAL INSTRUMENTS (Continued)
     
 
Fair values (Continued)
     
 
(ii)  
Fair values of financial instruments carried at other than fair value
   
The fair values of the Group’s financial instruments carried at other than fair value (other than long-term debts and unquoted security investments) approximate their carrying amounts due to the short-term maturity of these instruments. The fair values of long-term debts 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 4.41% to 6.80% (2011: 4.95% to 7.05%). The following table presents the carrying amount and fair value of the Group’s long-term debts other than loans from Sinopec Group Company and fellow subsidiaries at 30 June 2012 and 31 December 2011:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Carrying amount
  147,453       160,082  
Fair value
  143,081       146,272  

   
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 fellow subsidiaries 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.
     
   
Other unquoted equity investments are individually and in the aggregate not material to the Group’s financial position 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 equity investments for long term purpose.
     
   
Except for the above items, the financial assets and liabilities of the Group are carried at amounts not materially different from their fair values at 30 June 2012 and 31 December 2011.
     
55 
EXTRAORDINARY GAINS AND LOSSES
     
 
Pursuant to Questions and answers in the prepayment of information disclosures of companies issuing public shares, No.1 – Extraordinary gain and loss (2008), the extraordinary gains and losses of the Group are as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Extraordinary (gains)/losses for the period:
         
Net gain on disposal of non-current assets
  (459 )     (541 )
Donations
  42       20  
Loss/(gain) on holding and disposal of various investments
  115       (62 )
Other non-operating (income)/expense, net
  (348 )     6  
    (650 )     (577 )
Tax effect
  163       144  
Total
  (487 )     (433 )
Attributable to:
             
Equity shareholders of the Company
  (438 )     (415 )
Minority interests
  (49 )     (18 )
 
56 
BASIC AND DILUTED EARNINGS PER SHARE
     
 
(i)  
Basic earnings per share
   
Basic earnings per share is calculated by the net profit attributable to equity shareholders of the Company and the weighted average number of outstanding ordinary shares of the Company:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
           
Net profit attributable of equity shareholders of the Company (RMB millions)
  23,697       40,239  
Weighted average number of outstanding ordinary shares of the Company (millions)
  86,800       86,702  
Basic earnings per share (RMB/share)
  0.273       0.464  

   
The calculation of the weighted average number of ordinary shares is as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
           
Weighted average number of outstanding ordinary shares of the Company at January (millions)
  86,702       86,702  
Conversion of the 2011 Convertible Bonds (millions)
  98        
Weighted average number of outstanding ordinary shares of the Company (millions)
  86,800       86,702  

 
95

 

56 
BASIC AND DILUTED EARNINGS PER SHARE (Continued)
     
 
(ii)  
Diluted earnings per share
   
Diluted earnings per share is calculated by the net profit attributable to equity shareholders of the Company (diluted) and the weighted average number of ordinary shares of the Company (diluted):

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
           
Net profit attributable to equity shareholders of the Company (diluted) (RMB millions)
  23,925       40,380  
Weighted average number of outstanding ordinary shares of the Company (diluted) (millions)
  90,963       89,377  
Diluted earnings per share (RMB/share)
  0.263       0.452  

   
The calculation of the weighted average number of ordinary shares (diluted) is as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
           
The weighted average number of the ordinary shares issued at 30 June (millions)
  86,800       86,702  
Effect of the convertible bonds (millions)
  4,163       2,675  
Weighted average number of the ordinary shares issued at 30 June (diluted) (millions)
  90,963       89,377  

57 
RETURN ON NET ASSETS AND EARNINGS PER SHARE
   
 
In accordance with Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares No.9 – Calculation and Disclosure of the Return on Net Assets and Earnings Per Share (2010 revised) issued by the CSRC and relevant accounting standards, the Group’s return on net assets and earnings per share are calculated as follows:

   
Six-month period ended 30 June 2012
   
Six-month period ended 30 June 2011
 
   
Weighted
   
Basic
   
Diluted
   
Weighted
   
Basic
   
Diluted
 
   
average return
   
earnings
   
earnings
   
average return
   
earnings
   
earnings
 
   
on net assets
   
per share
   
per share
   
on net assets
   
per share
   
per share
 
   
(%)
   
(RMB/Share)
   
(RMB/Share)
   
(%)
   
(RMB/Share)
   
(RMB/Share)
 
                                     
Net profit attributable to the Company’s ordinary equity shareholders
    4.89       0.273       0.263       9.10       0.464       0.452  
Net profit deducted extraordinary gain and loss attributable to the Company’s ordinary equity shareholders
    4.80       0.268       0.258       9.00       0.459       0.447  

58 
COMPARATIVE FIGURES
   
 
Certain comparative figures have been reclassified to conform with the presentation of current period’s financial statements.
 
 
96

 

REPORT OF THE INTERNATIONAL AUDITOR
 

To the Shareholders of China Petroleum & Chemical Corporation
(Established in the People’s Republic of China with limited liability)

We have audited the consolidated interim financial statements of China Petroleum & Chemical Corporation (the Company) and its subsidiaries (together the Group) set out on pages 98 to 143, which comprise the consolidated balance sheet as at 30 June 2012, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory information.
 
DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of consolidated interim financial statements that give a true and fair view in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and for such internal control as the directors determine is necessary to enable the preparation of consolidated interim financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated interim financial statements based on our audit. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated interim financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated interim financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated interim 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 consolidated interim financial statements that give a true and fair view 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 the directors, as well as evaluating the overall presentation of the consolidated interim financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
 
OPINION

In our opinion, the consolidated interim financial statements give a true and fair view of the state of affairs of the Group as at 30 June 2012 and of the Group’s profit and cash flows for the six-month period then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.

 

 
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong

24 August 2012
 
 
97

 
 
(B) 
INTERIM FINANCIAL STATEMENTS PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)
 
CONSOLIDATED INCOME STATEMENT
 
for the six-month period ended 30 June 2012
 
(Amounts in millions, except per share data)

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB
   
RMB
 
                   
Turnover and other operating revenues
                 
Turnover
  3       1,327,466       1,216,941  
Other operating revenues
  4       20,606       16,331  
            1,348,072       1,233,272  
Operating expenses
                     
Purchased crude oil, products and operating supplies and expenses
          (1,119,324 )     (998,942 )
Selling, general and administrative expenses
  5       (28,641 )     (26,281 )
Depreciation, depletion and amortisation
          (34,534 )     (30,510 )
Exploration expenses, including dry holes
          (6,882 )     (5,652 )
Personnel expenses
  6       (24,020 )     (20,583 )
Taxes other than income tax
  7       (95,267 )     (93,285 )
Other operating income, net
  8       679       420  
Total operating expenses
          (1,307,989 )     (1,174,833 )
Operating profit
          40,083       58,439  
Finance costs
                     
Interest expense
  9       (5,946 )     (4,587 )
Interest income
          563       541  
Unrealised gain on embedded derivative component of the convertible bonds, net
 
25(c) and (e)
      506       190  
Foreign currency exchange (losses)/gains, net
          (150 )     560  
Net finance costs
          (5,027 )     (3,296 )
Investment income
          63       102  
Share of profits less losses from associates and jointly controlled entities
          323       2,804  
Profit before taxation
          35,442       58,049  
Tax expense
  10       (9,643 )     (13,857 )
Profit for the period
          25,799       44,192  
Attributable to:
                     
Equity shareholders of the Company
          24,503       41,174  
Non-controlling interests
          1,296       3,018  
Profit for the period
          25,799       44,192  
Earnings per share:
          13          
Basic
          0.282       0.475  
Diluted
          0.272       0.462  

 
The notes on pages 105 to 143 form part of these interim financial statements. Details of dividends payable to equity shareholders of the Company attributable to the profit for the period are set out in Note 11.

 
98

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six-month period ended 30 June 2012
(Amounts in millions)

         
Six-month periods ended 30 June
 
   
Note
   
2012
   
2011
 
         
RMB
   
RMB
 
                   
Profit for the period
          25,799       44,192  
Other comprehensive income for the period (after tax and reclassification adjustments)
  12                  
Cash flow hedges
          1       139  
Available-for-sale securities
          1       1  
Share of other comprehensive income of associates
          26       (63 )
Foreign currency translation differences
          89       (234 )
Total other comprehensive income
          117       (157 )
Total comprehensive income for the period
          25,916       44,035  
Attributable to:
                     
Equity shareholders of the Company
          24,590       41,035  
Non-controlling interests
          1,326       3,000  
Total comprehensive income for the period
          25,916       44,035  


The notes on pages 105 to 143 form part of these interim financial statements.

 
99

 

CONSOLIDATED BALANCE SHEET
As at 30 June 2012
(Amounts in millions)

         
At 30 June
   
At 31 December
 
   
Note
   
2012
   
2011
 
         
RMB
   
RMB
 
                   
Non-current assets
                 
Property, plant and equipment, net
  14       547,671       565,936  
Construction in progress
  15       139,955       111,311  
Goodwill
  16       6,536       8,212  
Interest in associates
  17       27,154       25,692  
Interest in jointly controlled entities
  18       18,086       19,992  
Investments
  19       2,362       1,829  
Deferred tax assets
  24       14,169       12,706  
Lease prepayments
          33,102       26,101  
Long-term prepayments and other assets
  20       34,236       29,994  
Total non-current assets
          823,271       801,773  
Current assets
                     
Cash and cash equivalents
          12,559       24,647  
Time deposits with financial institutions
          1,401       550  
Trade accounts receivable, net
  21       84,047       58,721  
Bills receivable
  21       15,658       27,961  
Inventories
  22       207,230       203,417  
Prepaid expenses and other current assets
  23       37,121       27,459  
Total current assets
          358,016       342,755  
Current liabilities
                     
Short-term debts
  25       81,017       68,224  
Loans from Sinopec Group Company and fellow subsidiaries
  25       50,658       12,149  
Trade accounts payable
  26       172,949       177,002  
Bills payable
  26       4,276       5,933  
Accrued expenses and other payables
  27       140,612       176,878  
Income tax payable
          2,815       4,054  
Total current liabilities
          452,327       444,240  
Net current liabilities
          (94,311 )     (101,485 )
Total assets less current liabilities
          728,960       700,288  
Non-current liabilities
                     
Long-term debts
  25       134,815       116,894  
Loans from Sinopec Group Company and fellow subsidiaries
  25       37,256       37,563  
Deferred tax liabilities
  24       15,423       15,181  
Provisions
  28       19,304       18,381  
Other liabilities
          5,377       4,925  
Total non-current liabilities
          212,175       192,944  
            516,785       507,344  
Equity
                     
Share capital
  29       86,820       86,702  
Reserves
          393,578       385,626  
Total equity attributable to equity shareholders of the Company
          480,398       472,328  
Non-controlling interests
          36,387       35,016  
Total equity
          516,785       507,344  

Approved and authorised for issue by the board of directors on 24 August 2012.


Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer


The notes on pages 105 to 143 form part of these interim financial statements.

 
100

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2012
(Amounts in millions)

                                             
Total equity
             
                                             
attributable
             
                                             
to equity
             
                     
Statutory
   
Discretionary
               
shareholders
   
Non
       
   
Share
   
Capital
   
Share
   
surplus
   
surplus
   
Other
   
Retained
   
of the
   
controlling
   
Total
 
   
capital
   
reserve
   
premium
   
reserve
   
reserve
   
reserves
   
earnings
   
Company
   
interests
   
equity
 
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
                                                             
Balance at 1 January 2011
    86,702       (33,138 )     24,953       54,711       87,000       1,635       197,741       419,604       31,432       451,036  
Profit for the period
                                        41,174       41,174       3,018       44,192  
Other comprehensive income (Note 12)
                                  (139 )           (139 )     (18 )     (157 )
Total comprehensive income for the period
                                  (139 )     41,174       41,035       3,000       44,035  
Transactions with owners, recorded directly in equity:
                                                                               
Contributions by and distributions to owners:
                                                                               
Final dividend for 2010 (Note 11)
                                        (11,271 )     (11,271 )           (11,271 )
Appropriation (Note (a))
                      3,413                   (3,413 )                  
Distributions by subsidiaries to non-controlling interests, net of contributions
                                                    (814 )     (814 )
Total contributions by and distributions to owners
                      3,413                   (14,684 )     (11,271 )     (814 )     (12,085 )
Changes in ownership interests in subsidiaries that do not result in a loss of control:
                                                                               
Acquisitions of non-controlling interests of subsidiaries
          (16 )                                   (16 )     (4 )     (20 )
Total transactions with owners
          (16 )           3,413                   (14,684 )     (11,287 )     (818 )     (12,105 )
Others (Note (g))
                                  1,215       (1,215 )                  
Balance at 30 June 2011
    86,702       (33,154 )     24,953       58,124       87,000       2,711       223,016       449,352       33,614       482,966  


The notes on pages 105 to 143 form part of these interim financial statements.
 
 
101

 
 
                                             
Total equity
             
                                             
attributable
             
                                             
to equity
             
                     
Statutory
   
Discretionary
               
shareholders
   
Non
       
   
Share
   
Capital
   
Share
   
surplus
   
surplus
   
Other
   
Retained
   
of the
   
controlling
   
Total
 
   
capital
   
reserve
   
premium
   
reserve
   
reserve
   
reserves
   
earnings
   
Company
   
interests
   
equity
 
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
   
RMB
 
                                                             
Balance at 1 January 2012
    86,702       (33,208 )     24,953       61,263       117,000       2,935       212,683       472,328       35,016       507,344  
Profit for the period
                                        24,503       24,503       1,296       25,799  
Other comprehensive income (Note 12)
                                  87             87       30       117  
Total comprehensive income for the period
                                  87       24,503       24,590       1,326       25,916  
Transactions with owners, recorded directly in equity:
                                                                               
Contributions by and distributions to owners:
                                                                               
Exercise of Conversion of the 2011 Convertible Bonds (Note 29)
    118             799                               917             917  
Final dividend for 2011 (Note 11)
                                        (17,364 )     (17,364 )           (17,364 )
Appropriation (Note (a))
                      2,420                   (2,420 )                  
Rights issue of shares by a subsidiary, net of issuance costs (Note (f))
          (18 )                                   (18 )     781       763  
Distributions by subsidiaries to non-controlling interests, net of contributions
                                                    (720 )     (720 )
Total contributions by and distributions to owners
    118       (18 )     799       2,420                   (19,784 )     (16,465 )     61       (16,404 )
Changes in ownership interests in subsidiaries that do not result in a loss of control:
                                                                               
Acquisitions of non-controlling interests of subsidiaries
          (55 )                                   (55 )     (16 )     (71 )
Total transactions with owners
    118       (73 )     799       2,420                   (19,784 )     (16,520 )     45       (16,475 )
Others (Note (g))
                                  1,067       (1,067 )                  
Balance at 30 June 2012
    86,820       (33,281 )     25,752       63,683       117,000       4,089       216,335       480,398       36,387       516,785  


Note:  
 
   
(a)  
According to the Company’s Articles of Association, the Company is required to transfer 10% of its net profit determined in accordance with the PRC accounting policies adopted by the Group to statutory surplus reserve. In the event that the reserve balance reaches 50% of the registered capital, no transfer is needed. The transfer to this reserve must be made before distribution of a dividend to shareholders. Statutory surplus reserve can be used to make good previous years’ losses, if any, and may be converted into share capital by issuing 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 six-month period ended 30 June 2012, the Company transferred RMB 2,420 million (2011: RMB 3,413 million), being 10% of the current period’s net profit determined in accordance with the accounting policies complying with Interpretation of Accounting Standards for Business Enterprises (ASBE), to this reserve.
   
(b)
The usage of the discretionary surplus reserve is similar to that of statutory surplus reserve.
   
(c)
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 the accounting policies complying with ASBE and the amount determined in accordance with the accounting policies complying with International Financial Reporting Standards (IFRS). At 30 June 2012, the amount of retained earnings available for distribution was RMB 126,307 million (2011: RMB 121,463 million), being the amount determined in accordance with the accounting policies complying with IFRS. Interim dividend for the six-month period ended 30 June 2012 of RMB 8,682 million (2011: RMB 8,670 million) proposed after the balance sheet date has not been recognised as a liability at the balance sheet date.
   
(d)
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 entities and related operations acquired from Sinopec Group Company and non-controlling interests.
   
(e)
The application of the share premium account is governed by Sections 168 and 169 of the PRC Company Law.
   
(f)
During the six-month period ended 30 June 2012, a subsidiary of the Group completed rights issue to its existing shareholders. The total proceeds received by this subsidiary from its non-controlling shareholders amounted to HKD 966 million.
   
(g)
According to relevant PRC regulations, the Group is required to transfer an amount to other reserves for the safety production fund based on the turnover of certain refining and chemicals products or based on the production volume of crude oil and natural gas. During the six-month period ended 30 June 2012, the Group transferred RMB 1,067 million (2011: RMB 1,215 million) from retained earnings to other reserves for the safety production fund.

 
The notes on pages 105 to 143 form part of these interim financial statements.

 
102

 

CONSOLIDATED STATEMENT OF CASH FLOWS
for the six-month period ended 30 June 2012
(Amounts in millions)

       
Six-month periods
 
       
ended 30 June
 
   
Note
 
2012
   
2011
 
       
RMB
   
RMB
 
                 
Net cash generated from operating activities
 
(a)
    20,322       30,570  
Investing activities
                   
Capital expenditure
        (72,042 )     (48,884 )
Exploratory wells expenditure
        (4,852 )     (4,605 )
Purchase of investments, investments in associates and investments in jointly controlled entities
        (4,825 )     (2,692 )
Proceeds from disposal of investments and investments in associates
        1,315       2,482  
Proceeds from disposal of property, plant and equipment
        166       168  
Purchase of time deposits with financial institutions
        (2,028 )     (5,045 )
Proceeds from maturity of time deposits with financial institutions
        1,177       707  
Interest received
        563       541  
Investment and dividend income received
        1,250       1,997  
Payment for derivative financial instruments
        (1,121 )     (3,028 )
Proceeds from derivative financial instruments
        738       3,329  
Net cash used in investing activities
        (79,659 )     (55,030 )
Financing activities
                   
Proceeds from bank and other loans
        388,230       277,196  
Proceeds of issuance of 2011 Convertible Bonds, net of issuing expenses
              22,889  
Proceeds of issuance of corporate bonds
        50,000       5,000  
Repayments of corporate bonds and redemption of 2007 Convertible Bonds
        (30,000 )     (1,036 )
Repayments of bank and other loans
        (339,421 )     (272,658 )
Distributions by subsidiaries to non-controlling interests
        (507 )     (420 )
Contributions to subsidiaries from non-controlling interests
        936       22  
Dividend paid
        (17,010 )     (10,998 )
Interest paid
        (4,915 )     (3,850 )
Acquisitions of non-controlling interests of subsidiaries
        (71 )     (15 )
Net cash generated from financing activities
        47,242       16,130  
Net decrease in cash and cash equivalents
        (12,095 )     (8,330 )
Cash and cash equivalents at 1 January
        24,647       17,008  
Effect of foreign currency exchange rate changes
        7       38  
Cash and cash equivalents at 30 June
        12,559       8,716  

 
The notes on pages 105 to 143 form part of these interim financial statements.
 
 
103

 
 
 
(a)  
Reconciliation of profit before taxation to net cash generated from operating activities

 
Six-month periods
 
 
ended 30 June
 
 
2012
   
2011
 
 
RMB
   
RMB
 
           
Operating activities
         
Profit before taxation
  35,442       58,049  
Adjustments for:
             
Depreciation, depletion and amortisation
  34,534       30,510  
Dry hole costs written off
  2,942       2,342  
Share of profits less losses from associates and jointly controlled entities
  (323 )     (2,804 )
Investment income
  (63 )     (102 )
Interest income
  (563 )     (541 )
Interest expense
  5,946       4,587  
Unrealised loss/(gain) on foreign currency exchange rate changes and derivative financial instruments
  212       (740 )
Gain on disposal of property, plant and equipment, net
  (459 )     (541 )
Impairment losses on long-lived assets
        164  
Unrealised gain on embedded derivative component of the convertible bonds, net
  (506 )     (190 )
    77,162       90,734  
Increase in trade accounts receivable
  (25,326 )     (22,321 )
Decrease/(increase) in bills receivable
  12,303       (9,163 )
Increase in inventories
  (3,813 )     (51,416 )
Increase in prepaid expenses and other current assets
  (7,912 )     (2,184 )
Increase in lease prepayments
  (7,001 )     (1,198 )
Decrease/(increase) in long-term prepayments and other assets
  5,566       (68 )
(Decrease)/increase in trade accounts payable
  (4,053 )     38,531  
(Decrease)/increase in bills payable
  (1,657 )     483  
(Decrease)/increase in accrued expenses and other payables
  (13,261 )     7,061  
Increase in other liabilities
  444       111  
    32,452       50,570  
Income tax paid
  (12,130 )     (20,000 )
Net cash generated from operating activities
  20,322       30,570  

 
The notes on pages 105 to 143 form part of these interim financial statements.

 
104

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six-month period ended 30 June 2012

PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION
   
 
Principal activities
 
China Petroleum & Chemical Corporation (the Company’’) is an energy and chemical company that, through its subsidiaries (hereinafter collectively referred to as the Group’’), engages in oil and gas and chemical operations in the People’s Republic of China (the PRC’’). Oil and gas operations consist of exploring for, developing and producing crude oil and natural gas; transporting crude oil and natural gas by pipelines; refining crude oil into finished petroleum products; and marketing crude oil, natural gas and refined petroleum products. Chemical operations include the manufacture and marketing of a wide range of chemicals for industrial uses.
   
 
Organisation
 
The Company was established in the PRC on 25 February 2000 as a joint stock limited company as part of the reorganisation (the Reorganisation) of China Petrochemical Corporation (‘‘Sinopec Group Company’’), the ultimate holding company of the Group and a ministry-level enterprise under the direct supervision of the State Council of the PRC. Prior to the incorporation of the Company, the oil and gas and chemical operations of the Group were carried on by oil administration bureaux, petrochemical and refining production enterprises and sales and marketing companies of Sinopec Group Company.
   
 
As part of the Reorganisation, certain of Sinopec Group Company’s core oil and gas and chemical operations and businesses together with the related assets and liabilities were transferred to the Company. On 25 February 2000, in consideration for Sinopec Group Company transferring such oil and gas and chemical operations and businesses and the related assets and liabilities to the Company, the Company issued 68.8 billion domestic state-owned ordinary shares with a par value of RMB 1.00 each to Sinopec Group Company. The shares issued to Sinopec Group Company on 25 February 2000 represented the entire registered and issued share capital of the Company on that date. The oil and gas and chemical operations and businesses transferred to the Company were related to (i) the exploration, development and production of crude oil and natural gas, (ii) the refining, transportation, storage and marketing of crude oil and petroleum products, and (iii) the production and sales of chemicals.
   
 
Basis of preparation
 
The accompanying interim financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB). IFRS includes International Accounting Standards (IAS) and related interpretations. These interim financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. A summary of the significant accounting policies adopted by the Group are set out in Note 2.
   
 
The IASB has issued certain new and revised IFRS that are first effective for the current accounting period of the Group. There have been no significant changes to the accounting policy applied in these interim financial statements for the periods presented as a result of these developments.
   
 
The Group has not adopted any new standard or interpretation that is not yet effective for the current accounting period (Note 37).
   
 
The accompanying interim financial statements are prepared on the historical cost basis except for the remeasurement of available-for-sale securities (Note 2(k)), securities held for trading (Note 2(k)), derivative financial instruments (Note 2(l) and (m)) and derivative component of the convertible bonds (Note 2(q)) to their fair values.
   
 
The preparation of the interim 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 interim financial statements and the reported amounts of revenues and expenses during the period. 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 the 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 interim financial statements and the major sources of estimation uncertainty are disclosed in Note 36.
   
 
Certain comparative figures have been reclassified to conform with presentation adopted in the interim financial statements.

 
105

 

SIGNIFICANT ACCOUNTING POLICIES
       
 
(a)  
Basis of consolidation
   
The consolidated interim financial statements comprise the Company and its subsidiaries, and interest in associates and jointly controlled entities.
       
   
(i)
Subsidiaries and non-controlling interests
     
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 interim financial statements of subsidiaries are included in the consolidated interim financial statements from the date that control effectively commences until the date that control effectively ceases.
       
     
Non-controlling 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 consolidated statement of changes in equity within equity, separately from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated income statement and the consolidated statement of comprehensive income as an allocation of the total profit or loss and total comprehensive income for the period between non-controlling interests and the equity shareholders of the Company.
       
     
Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within consolidated equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised.
       
     
When the Group loses control of a subsidiary, it is accounted for as a disposal of the entire interest in that subsidiary, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former subsidiary at the date when control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset (Note 2(k)) or, when appropriate, the cost on initial recognition of an investment in an associate or jointly controlled entity (Note 2(a)(ii)).
       
     
The particulars of the Group’s principal subsidiaries are set out in Note 34.
       
   
(ii)
Associates and jointly controlled entities
     
An associate is an entity, not being a subsidiary, in which the Group 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 and other parties, where the contractual arrangement establishes that the Group 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 interim 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. Under the equity method, the investment is initially recorded at cost and adjusted thereafter for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (Note 2(j) and (n)).
       
     
The Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the period are recognised in the consolidated income statement, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognised in the consolidated statement of comprehensive income.
       
     
When the Group ceases to have significant influence over an associate or joint control over a jointly controlled entity, it is accounted for as a disposal of the entire interest in that investee, with a resulting gain or loss being recognised in profit or loss. Any interest retained in that former investee at the date when significant influence or joint control is lost is recognised at fair value and this amount is regarded as the fair value on initial recognition of a financial asset (see Note 2(k)) or, when appropriate, the cost on initial recognition of an investment in an associate (see Note 2(a)(ii)).
       
   
(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.

 
106

 

SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(b)  
Translation of foreign currencies
   
The presentation currency of the Group is Renminbi. Foreign currency transactions during the period 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 consolidated income statement.
     
   
The results of foreign operations are translated into Renminbi at the applicable rates quoted by the PBOC prevailing on the transaction dates. Balance sheet items, including goodwill arising on consolidation of foreign operations are translated into Renminbi at the closing foreign exchange rates at the balance sheet date. The resulting exchange differences are recognised in other comprehensive income and accumulated in equity in the other reserves.
     
   
On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to the consolidated income statement when the profit or loss on disposal is recognised.
     
 
(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 using the effective interest method, less impairment losses for bad and doubtful debts (Note 2(n)). 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.
     
 
(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(n)). 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. 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, 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 consolidated 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 consolidated income statement on the date of retirement or disposal.
     
   
Depreciation is provided to write off the cost 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:

 
Buildings
 
12 to 50 years
 
Equipment, machinery and others
 
4 to 30 years

   
Where parts of an item of property, plant and equipment have different useful lives, the cost 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, the related support equipment and proved mineral interests in properties 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. The exploratory well costs are usually not carried as an asset for more than one year following completion of drilling, unless (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made; (ii) drilling of the additional exploratory wells is under way or firmly planned for the near future; or (iii) other activities are being undertaken to sufficiently progress the assessing of the reserves and the economic and operating viability of the project. 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.

 
107

 

SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(g)  
Oil and gas properties (Continued)
   
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.
       
   
Management 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 amount charged to expense and impairment losses (Note 2(n)). 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(n)). 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.
       
 
(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.
       
   
Prior to 1 January 2008, the acquisition of the non-controlling interests of a consolidated subsidiary was accounted using the acquisition method whereby the difference between the cost of acquisition and the fair value of the net identifiable assets acquired (on a proportionate share) was recognised as goodwill. From 1 January 2008, any difference between the amount by which the non-controlling interest is adjusted (such as through an acquisition of the non-controlling interests) and the cash or other considerations paid is recognised in equity.
       
   
Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash generating units, that is expected to benefit the synergies of the combination and is tested annually for impairment (Note 2(n)). In respect of associates or jointly controlled entities, the carrying amount of goodwill is included in the carrying amount of the interest in the associate or jointly controlled entity and the investment as a whole is tested for impairment ­­whenever there is objective evidence of impairment (Note 2(n)).
       
 
(k)
Investments
   
Investment in available-for-sale securities are carried at fair value with any change in fair value recognised in other comprehensive income and accumulated separately in equity in other reserve. When these investments are derecognised or impaired, the cumulative gain or loss is reclassified from equity to the consolidated 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(n)).
       
   
Investments in securities held for trading are classified as current assets. Any attributable transaction costs are recognised in the consolidated income statement as incurred. At each balance sheet date, the fair value is remeasured, with any resultant gain or loss being recognised in the consolidated income statement.
       
 
(l)
Derivative financial instruments
   
Derivative financial instruments are recognised initially at fair value. At each balance sheet date the fair value is remeasured. The gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement, except where the derivatives qualify for cash flow hedge accounting or hedge the net investment in a foreign operation, in which case recognition of any resultant gain or loss depends on the nature of the item being hedged (Note 2(m)).
       
 
(m)
Hedging
   
(i)  
Cash flow hedges
     
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk of a committed future transaction, the effective portion of any gains or losses on re-measurement of the derivative financial instrument to fair value are recognised in other comprehensive income and accumulated separately in equity in other reserves. The ineffective portion of any gain or loss is recognised immediately in the consolidated income statement.
 
 
108

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(m) 
Hedging (Continued)
   
(i) 
Cash flow hedges (Continued)
     
If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is reclassified from equity to be included in the initial cost or other carrying amount of the non-financial asset or liability.
       
     
If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gain or loss is reclassified from equity to the consolidated income statement in the same period or periods during which the asset acquired or liability assumed affects the consolidated income statement (such as when interest income or expense is recognised).
       
     
For cash flow hedges, other than those covered by the preceding two policy statements, the associated gain or loss is reclassified from equity to the consolidated income statement in the same period or periods during which the hedged forecast transaction affects the consolidated income statement.
       
     
When a hedging instrument expires or is sold, terminated, exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity until the transaction occurs and it is recognised in accordance with the above policy. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss is reclassified from equity to the consolidated income statement immediately.
       
   
(ii) 
Hedge of net investments in foreign operations
     
The portion of the gain or loss on re-measurement to fair value of an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised in other comprehensive income and accumulated separately in equity in the other reserve until the disposal of the foreign operation, at which time the cumulative gain or loss is reclassified from equity to the consolidated income statement. The ineffective portion is recognised immediately in the consolidated income statement.
       
 
(n)  
Impairment of assets
   
(i)
Trade accounts receivable, other receivables and investment in equity securities that do not have a quoted market price in an active market 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 consolidated income statement. Impairment losses for trade and other receivables are reversed through the consolidated income statement if in a subsequent period the amount of the impairment losses decreases. Impairment losses for equity securities carried at cost are not reversed.
       
     
For investments in associates and jointly controlled entities accounted under the equity method (Note 2(a)(ii)), the impairment loss is measured by comparing the recoverable amount of the investment as a whole with its carrying amount in accordance with the accounting policy set out in Note 2(n)(ii). The impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount in accordance with the accounting policy set out in Note 2(n)(ii).
       
   
(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 prepayments and other assets, are reviewed at each balance sheet date to identify indicators that the assets may be impaired. 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 the 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 consolidated income statement. 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.
       
     
Management assesses at each balance sheet date whether there is any indication that an impairment loss recognised for a long-lived 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. 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.
 
 
109

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(o)  
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.
       
 
(p)
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 the consolidated income statement over the period of borrowings using the effective interest method.
       
 
(q)
Convertible bonds
   
(i)
Convertible bonds that contain an equity component
     
Convertible bonds that can be converted to equity share capital at the option of the holder, where the number of shares that would be issued on conversion and the value of the consideration that would be received at that time do not vary, are accounted for as compound financial instruments that contain both a liability component and an equity component.
       
     
At initial recognition, the liability component of the convertible bonds is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Any excess of proceeds over the amount initially recognised as the liability component is recognised as the equity component. Transaction costs that relate to the issuance of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of proceeds.
       
     
The liability component is subsequently carried at amortised cost. The interest expense on the liability component is calculated using the effective interest method. The equity component is recognised in the capital reserve until the bond is converted or redeemed.
       
     
If the bond is converted, the capital reserve, together with the carrying amount of the liability component at the time of conversion, is transferred to share capital and share premium as consideration for the shares issued. If the bond is redeemed, the capital reserve is transferred to share premium.
       
   
(ii) 
Other convertible bonds
     
Convertible bonds issued with a cash settlement option and other embedded derivative features are accounted for as compound financial instruments that contain a liability component and a derivative component.
       
     
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 issuance 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 consolidated 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 consolidated income statement. The liability component is subsequently carried at amortised cost until extinguished on conversion or redemption. The interest expense recognised in the consolidated 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 consolidated income statement.
       
 
(r)
Provisions and contingent liability
   
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.
 
 
110

 
 
SIGNIFICANT ACCOUNTING POLICIES (Continued)
       
 
(s)  
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 consolidated 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.
       
   
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.
       
 
(t)
Borrowing costs
   
Borrowing costs are expensed in the consolidated 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.
       
 
(u)
Repairs and maintenance expenditure
   
Repairs and maintenance expenditure is expensed as incurred.
       
 
(v)
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.
       
 
(w)
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 1,819 million for the six-month period ended 30 June 2012 (2011: RMB 1,678 million).
       
 
(x)
Operating leases
   
Operating lease payments are charged to the consolidated income statement on a straight-line basis over the period of the respective leases.
       
 
(y)
Employee benefits
   
The contributions payable under the Group’s retirement plans are recognised as an expense in the consolidated income statement as incurred and according to the contribution determined by the plans. Further information is set out in Note 32.
       
   
Termination benefits, such as employee reduction expenses, 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.
       
 
(z)
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 or substantially 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 consolidated 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 other comprehensive income or directly in 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.
       
 
(aa)
Dividends
   
Dividends are recognised as a liability in the period in which they are declared.
       
 
(bb) 
Segment reporting
   
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s chief operating decision maker for the purposes of allocating resources to, and assessing the performance of the Group’s various lines of business.

 
111

 

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

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Sale of materials, service and others
  20,360       16,129  
Rental income
  246       202  
    20,606       16,331  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   
 
The following items are included in selling, general and administrative expenses:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Operating lease charges
  5,808       5,751  
Impairment losses:
             
– trade accounts receivable
  2       3  
– other receivables
  11       14  
 
6
PERSONNEL EXPENSES

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Salaries, wages and other benefits
  20,827       17,859  
Contributions to retirement schemes (Note 32)
  3,193       2,724  
    24,020       20,583  

7
TAXES OTHER THAN INCOME TAX

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Consumption tax (i)
  64,020       62,141  
Special oil income levy (ii)
  16,472       18,691  
City construction tax (iii)
  5,892       6,389  
Education surcharge
  4,536       4,582  
Resources tax
  3,989       1,167  
Business tax
  358       315  
    95,267       93,285  
 
 
Note:

 
(i)
The consumption tax rates on gasoline, diesel, naphtha, solvent oil, lubricant oil, fuel oil and jet fuel oil are RMB 1,388.0 per tonne, RMB 940.8 per tonne, RMB 1,385.0 per tonne, RMB 1,282.0 per tonne, RMB 1,126.0 per tonne, RMB 812.0 per tonne and RMB 996.8 per tonne, respectively.
     
 
(ii)
Before 1 November 2011, special oil income levy is 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. Effective from 1 November 2011, special oil income levy is 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 55 per barrel.
     
 
(iii)  
City construction tax is levied on an entity based on its total amount of value-added tax, consumption tax and business tax.

 
112

 

OTHER OPERATING INCOME, NET

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Government grant
  605       329  
Gain on disposal of property, plant and equipment, net
  459       541  
Ineffective portion of change in fair value of cash flow hedges
  150       (8 )
Net realised and unrealised (losses)/gains on derivative financial instruments not qualified as hedging
  (297 )     38  
Donations
  (42 )     (20 )
Fines, penalties and compensations
  (36 )     (153 )
Impairment losses on long-lived assets
        (164 )
Others
  (160 )     (143 )
    679       420  

INTEREST EXPENSE

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Interest expense incurred
  6,169       4,614  
Less: Interest expense capitalised*
  (639 )     (356 )
    5,530       4,258  
Accretion expenses (Note 28)
  416       329  
Interest expense
  5,946       4,587  
* Interest rates per annum at which borrowing costs were capitalised for construction in progress
3.8% to 6.2%
   
3.1% to 6.7%
 

10 
TAX EXPENSE
   
 
Tax expense in the consolidated income statement represents:
 
 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Current tax
         
– Provision for the period
  10,418       11,922  
– Under-provision in prior years
  473       405  
Deferred taxation (Note 24)
  (1,248 )     1,530  
    9,643       13,857  

 
Reconciliation between actual tax expense and the expected income tax expense at applicable statutory tax rates is as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Profit before taxation
  35,442       58,049  
Expected PRC income tax expense at a statutory tax rate of 25%
  8,861       14,512  
Tax effect of preferential tax rate (Note)
  (916 )     (791 )
Effect of income taxes from foreign operations in excess of taxes at the PRC statutory tax rate (Note)
  101       796  
Tax effect of non-deductible expenses
  220       105  
Tax effect of non-taxable income
  (137 )     (937 )
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
  (109 )     (327 )
Tax effect of tax losses not recognised
  538       94  
Write-down of deferred tax assets
  612        
Under-provision in prior years
  473       405  
Actual income tax expense
  9,643       13,857  
 
 
Note:
   
 
The provision for PRC current income tax is based on a statutory income tax rate of 25% 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 in the PRC that are taxed at preferential rates, and the foreign operation in the Republic of Angola (Angola) that is taxed at 50% of the assessable income as determined in accordance with the relevant income tax rules and regulations of Angola.
 
 
113

 

11 
DIVIDENDS
   
 
Dividends payable to equity shareholders of the Company attributable to the period represent:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Interim dividends declared after the balance sheet date of RMB 0.10 per share (2011: RMB 0.10 per share)
  8,682       8,670  
 
 
Pursuant to the Company’s Articles of Association and a resolution passed at the Directors’ meeting on 24 August 2012, the directors authorised to declare the interim dividends for the year ending 31 December 2012 of RMB 0.10 (2011: RMB 0.10) per share totalling RMB 8,682 million (2011: RMB 8,670 million). Dividends declared after the balance sheet date are not 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 period represent:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Final dividends in respect of the previous financial year, approved and paid during the period of RMB 0.20 per share (2011: RMB 0.13 per share)
  17,364       11,271  
 
 
Pursuant to the shareholders’ approval at the Annual General Meeting on 11 May 2012, a final dividend of RMB 0.20 per share totalling RMB 17,364 million in respect of the year ended 31 December 2011 was declared.
     
 
Pursuant to the shareholders’ approval at the Annual General Meeting on 13 May 2011, a final dividend of RMB 0.13 per share totalling RMB 11,271 million in respect of the year ended 31 December 2010 was declared.
     
12 
OTHER COMPREHENSIVE INCOME
     
 
(a)  
Tax effects relating to each component of other comprehensive income

 
Six-month period ended 30 June 2012
   
Six-month period ended 30 June 2011
 
 
Before-tax
   
Tax
   
Net-of-tax
   
Before-tax
   
Tax
   
Net-of-tax
 
 
amount
   
effect
   
amount
   
amount
   
effect
   
amount
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Cash flow hedges
  1             1       163       (24 )     139  
Available-for-sale securities
  1             1       1             1  
Share of other comprehensive income of associates
  26             26       (63 )           (63 )
Foreign currency translation differences
  89             89       (234 )           (234 )
Other comprehensive income
  117             117       (133 )     (24 )     (157 )

 
(b)  
Reclassification adjustments relating to components of other comprehensive income

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Cash flow hedges:
         
Effective portion of changes in fair value of hedging instruments recognised during the period
  804       (1,856 )
Amounts transferred to initial carrying amount of hedged items
  (235 )     (115 )
Reclassification adjustments for amounts transferred to the consolidated income statement
  (568 )     2,134  
Net deferred tax expense recognised in other comprehensive income
        (24 )
Net movement during the period recognised in other comprehensive income
  1       139  
Available-for-sale securities:
             
Changes in fair value recognised during the period
  1       1  
Net movement during the period recognised in other comprehensive income
  1       1  
Share of other comprehensive income of associates:
             
Net movement during the period recognised in other comprehensive income
  26       (63 )
Foreign currency translation differences:
             
Net movement during the period recognised in other comprehensive income
  89       (234 )

 
114

 

13 
BASIC AND DILUTED EARNINGS PER SHARE
     
 
The calculation of basic earnings per share for the six-month period ended 30 June 2012 is based on the profit attributable to ordinary equity shareholders of the Company of RMB 24,503 million (2011: RMB 41,174 million) and the weighted average number of shares of 86,800,670,395 (2011: 86,702,527,774) during the period.
     
 
The calculation of diluted earnings per share for the six-month period ended 30 June 2012 is based on the profit attributable to ordinary equity shareholders of the Company of RMB 24,731 million (2011: RMB 41,315 million) and the weighted average number of shares of 90,963,241,870 (2011: 89,377,634,787) calculated as follows:
     
 
(i)  
Profit attributable to ordinary equity shareholders of the Company (diluted)

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Profit attributable to ordinary equity shareholders of the Company
  24,503       41,174  
After tax effect of interest expenses (net of exchange gain) of the 2007 Convertible Bonds and the 2011 Convertible Bonds
  608       283  
After tax effect of unrealised gain (net of unrealised loss) on embedded derivative components of the 2007 Convertible Bonds and the 2011 Convertible Bonds
  (380 )     (142 )
Profit attributable to ordinary equity shareholders of the Company (diluted)
  24,731       41,315  

 
(ii) 
Weighted average number of shares (diluted)

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
Number of
   
Number of
 
 
shares
   
shares
 
           
Weighted average number of shares at 30 June
  86,800,670,395       86,702,527,774  
Effect of conversion of the 2007 Convertible Bonds
  1,087,034,384       1,083,780,669  
Effect of conversion of the 2011 Convertible Bonds
  3,075,537,091       1,591,326,344  
Weighted average number of shares (diluted) at 30 June
  90,963,241,870       89,377,634,787  

 
115

 

14 
PROPERTY, PLANT AND EQUIPMENT
   
 
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:
                                 
Balance at 1 January 2011
  499,802       212,385       127,123       214,946       13,555       1,067,811  
Additions
  475       27       991       116       118       1,727  
Transferred from construction in progress
  11,088       3,492       4,111       582       992       20,265  
Reclassification
  36       2,505       141       (2,408 )     (274 )      
Exchange adjustments
  (644 )           (73 )           (8 )     (725 )
Reclassification to lease prepayments and other assets
        (5 )     (228 )     (5 )           (238 )
Disposals
  (140 )     (531 )     (427 )     (1,737 )     (68 )     (2,903 )
Balance at 30 June 2011
  510,617       217,873       131,638       211,494       14,315       1,085,937  
Balance at 1 January 2012
  550,496       231,602       136,787       214,817       14,957       1,148,659  
Additions
  546       14       125       26       4       715  
Transferred from construction in progress
  14,062       2,337       3,212       1,865       227       21,703  
Reclassification
        225             (225 )            
Exchange adjustments
  108             16                   124  
Contributed to a jointly controlled entity
        (3 )           (268 )           (271 )
Reclassification to lease prepayments  and other assets
        (14 )     (7,875 )     (4 )     (1,142 )     (9,035 )
Disposals
  (50 )     (743 )     (139 )     (1,449 )     (40 )     (2,421 )
Balance at 30 June 2012
  565,162       233,418       132,126       214,762       14,006       1,159,474  
                                               
Accumulated depreciation:
                                             
Balance at 1 January 2011
  239,032       104,511       39,444       139,332       4,792       527,111  
Depreciation charge for the period
  16,323       5,664       3,161       4,092       539       29,779  
Impairment losses for the period
        43       32       89             164  
Reclassification
  (3 )     2,507       29       (2,497 )     (36 )      
Exchange adjustments
  (246 )           (28 )                 (274 )
Reclassification to lease prepayments and other assets
              (17 )                 (17 )
Written back on disposals
  (136 )     (518 )     (382 )     (1,676 )     (67 )     (2,779 )
Balance at 30 June 2011
  254,970       112,207       42,239       139,340       5,228       553,984  
Balance at 1 January 2012
  274,833       116,030       43,762       142,623       5,475       582,723  
Depreciation charge for the period
  19,233       5,982       3,583       4,264       527       33,589  
Reclassification
        155             (155 )            
Exchange adjustments
  49             6                   55  
Contributed to a jointly controlled entity
        (1 )           (218 )           (219 )
Reclassification to lease prepayments  and other assets
        (12 )     (2,100 )                 (2,112 )
Written back on disposals
  (48 )     (682 )     (98 )     (1,365 )     (40 )     (2,233 )
Balance at 30 June 2012
  294,067       121,472       45,153       145,149       5,962       611,803  
                                               
Net book value:
                                             
Balance at 1 January 2011
  260,770       107,874       87,679       75,614       8,763       540,700  
Balance at 30 June 2011
  255,647       105,666       89,399       72,154       9,087       531,953  
Balance at 1 January 2012
  275,663       115,572       93,025       72,194       9,482       565,936  
Balance at 30 June 2012
  271,095       111,946       86,973       69,613       8,044       547,671  

 
116

 

14 
PROPERTY, PLANT AND EQUIPMENT (Continued)
   
 
By asset class

             
Equipment,
       
       
Oil and gas,
   
machinery
       
 
Building
   
properties
   
and others
   
Total
 
 
RMB million
   
RMB million
   
RMB million
   
RMB million
 
                       
Cost:
                     
Balance at 1 January 2011
  66,253       421,600       579,958       1,067,811  
Additions
  77       446       1,204       1,727  
Transferred from construction in progress
  355       10,702       9,208       20,265  
Reclassification
  476       15       (491 )      
Exchange adjustments
  (34 )     (644 )     (47 )     (725 )
Reclassification to lease prepayments and other assets
  (9 )           (229 )     (238 )
Disposals
  (66 )           (2,837 )     (2,903 )
Balance at 30 June 2011
  67,052       432,119       586,766       1,085,937  
Balance at 1 January 2012
  68,476       469,178       611,005       1,148,659  
Additions
  12       533       170       715  
Transferred from construction in progress
  802       10,871       10,030       21,703  
Reclassification
  13,987       (65,494 )     51,507        
Exchange adjustments
  7       108       9       124  
Contributed to a jointly controlled entity
              (271 )     (271 )
Reclassification to lease prepayments and other assets
  (1,708 )           (7,327 )     (9,035 )
Disposals
  (93 )           (2,328 )     (2,421 )
Balance at 30 June 2012
  81,483       415,196       662,795       1,159,474  
                               
Accumulated depreciation:
                             
Balance at 1 January 2011
  33,044       204,555       289,512       527,111  
Depreciation charge for the period
  1,241       14,462       14,076       29,779  
Impairment losses for the period
  22             142       164  
Reclassification
  101       14       (115 )      
Exchange adjustments
  (10 )     (246 )     (18 )     (274 )
Reclassification to lease prepayments and other assets
  (1 )           (16 )     (17 )
Written back on disposals
  (57 )           (2,722 )     (2,779 )
Balance at 30 June 2011
  34,340       218,785       300,859       553,984  
Balance at 1 January 2012
  35,088       237,592       310,043       582,723  
Depreciation charge for the period
  1,348       14,840       17,401       33,589  
Reclassification
  (3,289 )     (16,641 )     19,930        
Exchange adjustments
  1       49       5       55  
Contributed to a jointly controlled entity
              (219 )     (219 )
Reclassification to lease prepayments and other assets
  (155 )           (1,957 )     (2,112 )
Written back on disposals
  (54 )           (2,179 )     (2,233 )
Balance at 30 June 2012
  32,939       235,840       343,024       611,803  
                               
Net book value:
                             
Balance at 1 January 2011
  33,209       217,045       290,446       540,700  
Balance at 30 June 2011
  32,712       213,334       285,907       531,953  
Balance at 1 January 2012
  33,388       231,586       300,962       565,936  
Balance at 30 June 2012
  48,544       179,356       319,771       547,671  

 
The additions to the exploration and production segment and oil and gas properties for the six-month period ended 30 June 2012 included RMB 517 million (2011: RMB 446 million) of the estimated dismantlement costs for site restoration (Note 28).

 
117

 

15 
CONSTRUCTION IN PROGRESS

 
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 2011
  30,374       20,675       27,312       8,985       2,253       89,599  
Additions
  19,722       3,657       8,482       3,100       857       35,818  
Dry hole costs written off
  (2,342 )                             (2,342 )
Transferred to property, plant and equipment
  (11,088 )     (3,492 )     (4,111 )     (582 )     (992 )     (20,265 )
Reclassification to lease prepayments  and other assets
  (20 )     (43 )     (1,417 )     (16 )           (1,496 )
Exchange adjustment
  (15 )                             (15 )
Balance at 30 June 2011
  36,631       20,797       30,266       11,487       2,118       101,299  
Balance at 1 January 2012
  37,708       21,407       35,877       14,277       2,042       111,311  
Additions
  24,870       11,588       11,567       6,594       495       55,114  
Reclassfication
        275             (275 )            
Dry hole costs written off
  (2,942 )                             (2,942 )
Transferred to property, plant and equipment
  (14,062 )     (2,337 )     (3,212 )     (1,865 )     (227 )     (21,703 )
Reclassification to lease prepayments  and other assets
  (2 )     (126 )     (1,637 )     (63 )           (1,828 )
Exchange adjustment
  3                               3  
Balance at 30 June 2012
  45,575       30,807       42,595       18,668       2,310       139,955  

 
As at 30 June 2012, the amount of capitalised cost of exploratory wells included in construction in progress related to the exploration and production segment was RMB 14,461 million (2011: RMB 10,649 million). The geological and geophysical costs paid during the six-month period ended 30 June 2012 were RMB 3,251 million (2011: RMB 2,410 million).
   
16 
GOODWILL

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Cost
  14,193       15,869  
Less: Accumulated impairment losses
  (7,657 )     (7,657 )
    6,536       8,212  

 
Impairment tests for cash-generating units containing goodwill
 
Goodwill is allocated to the following Group’s cash-generating units:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
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  
Hong Kong service stations
  858       853  
Multiple units without individual significant goodwill
  478       2,159  
    6,536       8,212  

 
Goodwill represents the excess of the cost of purchase over the fair value of the underlying assets and liabilities. The recoverable amounts of Sinopec Yanshan, Sinopec Zhenhai and Hong Kong service 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 11.5% to 12.3% (2011: 12.0% to 12.7%). Cash flows beyond the one-year period are maintained constant. Based on the estimated recoverable amount, no impairment loss was recognised. However, as key assumptions on which management has made in respect of future cash projections are subject to change, management believes that any adverse change in the assumptions would cause the carrying amount to exceed its recoverable amount.
   
 
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 management’s expectation on the future trend of the prices of crude oil and petrochemical products. The sales volume was based on the production capacity and/or the sales volume in the period immediately before the budget period.

 
118

 

17 
INTEREST IN ASSOCIATES

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Share of net assets
  27,154       25,692  

 
The Group’s investments in associates are with companies primarily engaged in the oil and gas, petrochemical, and marketing and distribution operations in the PRC. These investments are individually and in the aggregate not material to the Group’s financial condition or results of operations for all periods presented.
   
 
The Group’s principal associates, all of which are incorporated in the PRC, are as follows:

                 
Percentage
   
           
Percentage
   
of equity
   
   
Form of
     
of equity
   
held by the
   
   
business
 
Particulars of issued
 
held by the
   
Company’s
   
Name of company
 
structure
 
and paid up capital
 
Company
   
subsidiaries
 
Principal activities
   
%
 
%
             
                       
Sinopec Finance Company Limited
 
Incorporated
 
Registered capital
RMB 10,000,000,000
    49.00        
Provision of non-banking financial services
China Aviation Oil Supply Company Limited
 
Incorporated
 
Registered capital
RMB 3,800,000,000
          29.00  
Marketing and distribution of refined petroleum products
Zhongtian Synergetic Energy Company Limited
 
Incorporated
 
Registered capital
RMB 5,403,768,480
    38.75        
Manufacturing of coal-chemical products
Shanghai Chemical Industry Park Development Company Limited
 
Incorporated
 
Registered capital
RMB 2,372,439,000
          38.26  
Planning, development and operation of the Chemical Industry Park in Shanghai, the PRC
Shanghai Petroleum Company Limited
 
Incorporated
 
Registered capital
RMB 900,000,000
    30.00        
Exploration and production of crude oil and natural gas

 
Summarised financial information in respect of the Group’s principal associates is as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Total assets
  153,944       171,072  
Total liabilities
  (118,688 )     (137,375 )
Net assets
  35,256       33,697  
The Group’s share of net assets of principal associates
  14,260       13,512  

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Operating revenue
  51,808       41,585  
Net profit
  2,107       2,499  
The Group’s share of profits of principal associates
  788       868  
 
 
119

 
 
18 
INTEREST IN JOINTLY CONTROLLED ENTITIES

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Share of net assets
  18,086       19,992  

 
The Group’s principal interests in jointly controlled entities are primarily engaged in the refining and chemical operations in the PRC as follows:

                Percentage of    
   
 
    Percentage     equity held    
   
Form of
   
of equity
    by the    
   
business
 
Particulars of issued
held by the
   
Company’s
   
Name of company
 
structure
 
and paid up capital
Company
   
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 11,505,080,000
  30.00       10.00  
Manufacturing and distribution of petrochemical products
Fujian Refining and Petrochemical Company Limited
 
Incorporated
 
Registered capital
RMB 12,806,000,000
        50.00  
Manufacturing and distribution of petrochemical products
Sinopec SABIC Tianjin Petrochemical Company Limited
 
Incorporated
 
Registered capital
RMB 6,120,000,000
  50.00        
Manufacturing and distribution of petrochemical products
Zhong An United Coal Chemical Company Limited
 
Incorporated
 
Registered capital
RMB 4,000,000,000
  50.00        
Manufacturing and distribution of coal chemical products

 
The Group’s effective interest share of the jointly controlled entities’ results of operation, financial condition and cash flows are as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Results of operation:
         
Operating revenue
  36,002       35,005  
Expenses
  (36,999 )     (33,658 )
Net (loss)/profit
  (997 )     1,347  
               
 
At 30 June
   
At 31 December
 
    2012       2011  
 
RMB millions
   
RMB millions
 
               
Financial condition:
             
Current assets
  16,726       16,329  
Non-current assets
  38,477       38,122  
Current liabilities
  (13,354 )     (10,931 )
Non-current liabilities
  (23,763 )     (23,528 )
Net assets
  18,086       19,992  

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Cash flows:
         
Net cash used in operating activities
  (67 )     (1,104 )
Net cash used in investing activities
  (1,425 )     (1,333 )
Net cash generated from financing activities
  1,482       2,508  
Net (decrease)/increase in cash and cash equivalents
  (10 )     71  

 
120

 

19 
INVESTMENTS

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Available-for-sale financial assets
         
– Equity securities, listed and at quoted market price
  56       55  
Investments in equity securities, unlisted and at cost
  2,484       1,952  
    2,540       2,007  
Less: Impairment losses for investments
  (178 )     (178 )
    2,362       1,829  

 
Unlisted investments represent the Group’s interests in PRC privately owned enterprises which are mainly engaged in non-oil and gas activities and operations.
   
20 
LONG-TERM PREPAYMENTS AND OTHER ASSETS
   
 
Long-term prepayments and other assets primarily represent prepaid rental expenses over one year, computer software, catalysts, operating rights of service stations and prepayments in connection with construction work and equipment purchases.
   
21
TRADE ACCOUNTS RECEIVABLE, NET AND BILLS RECEIVABLE

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Amounts due from third parties
  66,255       44,344  
Amounts due from Sinopec Group Company and fellow subsidiaries
  10,270       6,185  
Amounts due from associates and jointly controlled entities
  8,407       9,204  
    84,932       59,733  
Less: Impairment losses for bad and doubtful debts
  (885 )     (1,012 )
Trade accounts receivable, net
  84,047       58,721  
Bills receivable
  15,658       27,961  
    99,705       86,682  

 
The ageing analysis of trade accounts and bills receivables (net of impairment losses for bad and doubtful debts) is as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Within one year
  99,524       86,580  
Between one and two years
  154       66  
Between two and three years
  13       16  
Over three years
  14       20  
    99,705       86,682  

 
Impairment losses for bad and doubtful debts are analysed as follows:

 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Balance at 1 January
  1,012       1,322  
Impairment losses recognised for the period
  2       3  
Reversal of impairment losses
  (119 )     (25 )
Written off
  (10 )     (23 )
Balance at 30 June
  885       1,277  

 
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.
   
 
Trade accounts and bills receivables (net of impairment losses for bad and doubtful debts) primarily represent receivables that are neither past due nor impaired. These receivables relate to a wide range of customers for whom there is no recent history of default.

 
121

 

22 
INVENTORIES

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Crude oil and other raw materials
  116,399       113,918  
Work in progress
  18,500       14,989  
Finished goods
  76,695       71,853  
Spare parts and consumables
  3,748       4,039  
    215,342       204,799  
Less: Allowance for diminution in value of inventories
  (8,112 )     (1,382 )
    207,230       203,417  

 
The cost of inventories recognised as an expense in the consolidated income statement amounted to RMB 1,140,099 million for the six-month period ended 30 June 2012 (2011: RMB 1,023,633 million), which includes the write-down of inventories of RMB 7,347 million (2011: RMB 2,714 million) that primarily related to the refining and chemicals segments, and the reversal of write-down of inventories made in prior years of RMB 617 million (2011: RMB 509 million), that was mainly due to the sales of inventories. The write-down of inventories and the reversal of write-down of inventories were recorded in purchased crude oil, products and operating supplies and expenses in the consolidated income statement.
   
23 
PREPAID EXPENSES AND OTHER CURRENT ASSETS

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Advances to third parties
  1,603       869  
Amounts due from Sinopec Group Company and fellow subsidiaries
  1,440       821  
Amounts due from associates and jointly controlled entities
  1,808       984  
Other receivables
  1,150       963  
Loans and receivables
  6,001       3,637  
Purchase deposits and other assets
  9,899       5,273  
Prepaid value-added tax and customs duty
  17,402       17,458  
Available-for-sale financial assets
        200  
Derivative financial instruments – hedging
  3,398       837  
Derivative financial instruments – non-hedging
  421       54  
    37,121       27,459  

24 
DEFERRED TAX ASSETS AND LIABILITIES
   
 
Deferred tax assets and deferred tax liabilities are attributable to the items detailed in the table below:


 
Assets
   
Liabilities
   
Net balance
 
 
At 30
   
At 31
   
At 30
   
At 31
   
At 30
   
At 31
 
 
June
   
December
   
June
   
December
   
June
   
December
 
 
2012
   
2011
   
2012
   
2011
   
2012
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                   
Current
                                 
Receivables and inventories
  5,556       3,105                   5,556       3,105  
Accruals
  496       1,844                   496       1,844  
Cash flow hedges
  7       7                   7       7  
Non-current
                                             
Property, plant and equipment
  6,181       6,163       (14,902 )     (14,785 )     (8,721 )     (8,622 )
Tax losses carried forward
  1,874       1,550                   1,874       1,550  
Embedded derivative component of the convertible bonds
              (506 )     (379 )     (506 )     (379 )
Others
  55       37       (15 )     (17 )     40       20  
Deferred tax assets/(liabilities)
  14,169       12,706       (15,423 )     (15,181 )     (1,254 )     (2,475 )

 
As at 30 June 2012, certain subsidiaries of the Company did not recognise the tax value of losses carried forward of RMB 12,679 million (2011: RMB 8,082 million), of which RMB 2,151 million (2011: 376 million) was incurred for the six-month period ended 30 June 2012, because it was not probable that the related tax benefit will be realised. The tax value of these losses carried forward of RMB 971 million, RMB 5,507 million, RMB 745 million, RMB 369 million, RMB 2,936 million and RMB 2,151 million will expire in 2012, 2013, 2014, 2015, 2016 and 2017, respectively.
   
 
Periodically, management performed assessment on the probability that taxable profit will be available over the period which the deferred tax assets can be realised or utilised. 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. During the six-month period ended 30 June 2012, write-down of deferred tax assets amounted to RMB 612 million (2011: RMB nil).

 
122

 

24 
DEFERRED TAX ASSETS AND LIABILITIES (Continued)
   
 
Movements in the deferred tax assets and liabilities are as follows:

       
Recognised in
   
Recognised
       
 
Balance at
   
consolidated
   
in other
   
Balance at
 
 
1 January
   
income
   
comprehensive
   
30 June
 
 
2011
   
statement
   
income
   
2011
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Current
                     
Receivables and inventories
  3,507       194             3,701  
Accruals
  1,588       16             1,604  
Cash flow hedges
  31             (24 )     7  
Non-current
                             
Property, plant and equipment
  (6,975 )     (1,383 )     161       (8,197 )
Tax losses carried forward
  2,116       (317 )           1,799  
Embedded derivative component of the convertible bonds
  (64 )     (48 )           (112 )
Others
  12       8             20  
Net deferred tax assets/(liabilities)
  215       (1,530 )     137       (1,178 )
                               
         
Recognised in
   
Recognised
         
 
Balance at
   
consolidated
   
in other
   
Balance at
 
 
1 January
   
income
   
comprehensive
   
30 June
 
    2012    
statement
   
income
      2012  
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                               
Current
                             
Receivables and inventories
  3,105       2,451             5,556  
Accruals
  1,844       (1,348 )           496  
Cash flow hedges
  7                   7  
Non-current
                             
Property, plant and equipment
  (8,622 )     (72 )     (27 )     (8,721 )
Tax losses carried forward
  1,550       324             1,874  
Embedded derivative component of the convertible bonds
  (379 )     (127 )           (506 )
Others
  20       20             40  
Net deferred tax liabilities
  (2,475 )     1,248       (27 )     (1,254 )

25 
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES
   
 
Short-term debts represent:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Third parties’ debts
         
Short-term bank loans
  36,372       25,036  
Current portion of long-term bank loans
  6,067       4,609  
Current portion of long-term corporate bonds
  8,500       38,500  
Current portion of long-term other loans
  78       79  
    14,645       43,188  
Corporate bonds (Note (a))
  30,000        
    81,017       68,224  
Loans from Sinopec Group Company and fellow subsidiaries
             
Short-term loans
  50,348       11,949  
Current portion of long-term loans
  310       200  
    50,658       12,149  
    131,675       80,373  

 
The Group’s weighted average interest rate on short-term loans was 2.3% (2011: 3.5%) at 30 June 2012.
 
 
123

 
 
25 
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)
   
 
Long-term debts comprise:

     
At 30 June
   
At 31 December
 
   
Interest rate and final maturity
2012
   
2011
 
     
RMB millions
   
RMB millions
 
               
Third parties’ debts
             
Long-term bank loans
             
Renminbi denominated
 
Interest rates ranging from interest free to
  19,261       19,620  
   
6.90% per annum at 30 June 2012 with
             
   
maturities through 2025
             
Japanese Yen denominated
 
Interest rates ranging from 2.60% to 2.94% per annum
  1,006       1,179  
   
at 30 June 2012 with maturities through 2024
             
US Dollar denominated
 
Interest rates ranging from interest free to
  390       415  
   
1.55% per annum at 30 June 2012 with
             
   
maturities through 2031
             
        20,657       21,214  
Long-term other loans
             
Renminbi denominated
 
Interest free per annum at 30 June 2012 with
  208       208  
   
maturities through 2013
             
US Dollar denominated
 
Interest rates ranging from interest free to 4.89%
  21       23  
   
per annum at 30 June 2012 with maturities
             
   
through 2015
             
        229       231  
Corporate bonds
             
Renminbi denominated
 
Fixed interest rate ranging from 3.75% to 5.68%
  68,500       78,500  
   
per annum at 30 June 2012 with maturity in
             
   
June 2022 (Note(b))
             
Convertible bonds
             
Hong Kong Dollar denominated
 
Convertible bonds with maturity in 2014 (Note(c))
  10,761       10,415  
Renminbi denominated
 
Bonds with Warrants with maturity in 2014 (Note(d))
  27,715       27,095  
   
Convertible bonds with maturity in 2017 (Note(e))
  21,598       22,627  
        60,074       60,137  
Total third parties’ long-term debts
  149,460       160,082  
Less: Current portion
      (14,645 )     (43,188 )
        134,815       116,894  
Long-term loans from Sinopec Group Company and fellow subsidiaries
             
Renminbi denominated
 
Interest rates ranging from interest free to
  37,566       37,763  
   
6.98% per annum at 30 June 2012 with
             
   
maturities through 2020
             
Less: Current portion
      (310 )     (200 )
        37,256       37,563  
        172,071       154,457  

 
Short-term and long-term bank loans, long-term other loans and loans from Sinopec Group Company and fellow subsidiaries are primarily unsecured and carried at amortised cost.

 
124

 

25 
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)
     
 
Note:
     
 
(a)
The Company issued 270-day corporate bonds of face value RMB 5 billion to corporate investors in the PRC debenture market on 16 January 2012 at par value of RMB 100. The effective yield of the 270-day corporate bonds is 4.38% per annum.
     
   
The Company issued 270-day corporate bonds of face value RMB 15 billion to corporate investors in the PRC debenture market on 16 February 2012 at par value of RMB 100. The effective yield of the 270-day corporate bonds is 4.15% per annum.
     
   
The Company issued 180-day corporate bonds of face value RMB 10 billion to corporate investors in the PRC debenture market on 27 March 2012 at par value of RMB 100. The effective yield of the 180-day corporate bonds is 4.00% per annum.
     
 
(b)  
These corporate bonds are guaranteed by Sinopec Group Company and carried at amotised cost.
     
  (c)
On 24 April 2007, the Company issued zero coupon convertible bonds due 2014 with an aggregate principal amount of HKD11.7 billion (the 2007 Convertible Bonds). The holders can convert the 2007 Convertible Bonds into shares of the Company from 4 June 2007 onwards at a price of HKD10.76 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 (the Conversion Option). Unless previously redeemed, converted or purchased and cancelled, the 2007 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) (the Early Redemption Option) and a cash settlement option when the holders exercise their conversion right (the Cash Settlement Option).
     
   
During the year ended 31 December 2011, the Company redeemed part of the 2007 Convertible Bonds upon certain holders’ request, with the principal amount of HKD 39 million.
     
   
During the six-month period ended 30 June 2012, the conversion price of the 2007 Convertible Bonds was adjusted to HKD 10.60 per share as the result of capital distribution.
     
   
As at 30 June 2012, the carrying amounts of the liability component and the derivative component, representing the Conversion Option, the Early Redemption Option and the Cash Settlement Option, of the 2007 Convertible Bonds were RMB 10,665 million (2011: RMB 10,345 million) and RMB 96 million (2011: RMB 70 million), respectively. No conversion of the 2007 Convertible Bonds has occurred up to 30 June 2012.
     
   
As at 30 June 2012 and 31 December 2011, the fair value of the derivative component of the 2007 Convertible Bonds was calculated using the Black-Scholes Model. The following are the major inputs used in the Black-Scholes Model:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
           
Stock price of H shares
HKD 6.88
   
HKD 8.17
 
Conversion price
HKD 10.60
   
HKD 10.76
 
Option adjusted spread
250 basis points
   
200 basis points
 
Average risk free rate
  0.45%       0.72%  
Average expected life
1.8 years
   
2.3 years
 

   
Any change in the major inputs into the Black-Sholes Model will result in changes in the fair value of the derivative component. The changes in the fair value of the derivative component from 31 December 2011 to 30 June 2012 resulted in an unrealised loss of RMB 26 million (2011: an unrealised gain of RMB 190 million), which has been recorded in the finance costs section of the consolidated income statement for the six-month period ended 30 June 2012.
     
   
The initial carrying amount of the liability component of the 2007 Convertible Bonds is the residual amount, which is after deducting the allocated issuance cost of the 2007 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 been separated out and the entire 2007 Convertible Bonds been considered as the liability component, the effective interest rate would have been 3.03%.
     
 
(d)  
On 26 February 2008, the Company issued 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 bear a fixed interest rate of 0.80% per annum payable annually, were issued at par value of RMB 100. The Bonds with Warrants are guaranteed by Sinopec Group Company.
     
   
The initial recognition of the liability component of the Bond with Warrants is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Interest expense is calculated using the effective interest method by applying the market interest rate of 5.40% to the liability component.

 
125

 

25 
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)
     
 
Note: (Continued)
     
 
(e)  
On 1 March 2011, the Company issued convertible bonds due 2017 with an aggregate principal amount of RMB 23 billion in the PRC (the 2011 Convertible Bonds). The 2011 Convertible Bonds are issued at par value of RMB 100 and bear a fixed interest rate of 0.5% per annum for the first year, 0.7% for the second year, 1.0% for the third year, 1.3% for the fourth year, 1.8% for the fifth year and 2.0% for the sixth year, payable annually. The holders can convert the 2011 Convertible Bonds into shares of the Company from 24 August 2011 onwards at an initial conversion price of RMB 9.73 per share, subject to adjustment for, amongst other things, cash dividends, subdivision or consolidation of shares, bonus issues, issue of new shares, rights issues, capital distribution, change of control and other events which have an effect on the issued share capital of the Company (the Conversion Option). Unless previously redeemed, converted or purchased and cancelled, the 2011 Convertible Bonds will be redeemed within 5 trading days after maturity at 107% of the principal amount, including interest for the sixth year. The initial carrying amounts of the liability component and the derivative component, representing the Conversion Option of the 2011 Convertible Bonds, were RMB 19,279 million and RMB 3,610 million, respectively.
     
   
During the term of the 2011 Convertible Bonds, the conversion price may be subject to downward adjustment that if the closing prices of the Company’s A Shares in any fifteen trading days out of any thirty consecutive trading days are lower than 80% of the prevailing conversion price, the board of directors may propose downward adjustment to the conversion price subject to the shareholders’ approval. The adjusted conversion price shall be not less than (a) the average trading price of the Company’s A Shares for the twenty trading days prior to the shareholders’ approval, (b) the average trading price of the Company’s A Shares on the day immediately before the shareholders’ approval, (c) the net asset value per share based on the latest audited financial statements prepared under ASBE, and (d) the nominal value per share.
     
   
As at 30 June 2012, the carrying amounts of the liability component and the derivative component were RMB 19,687 million (2011: RMB 20,017 million) and RMB 1,911 million (2011: RMB 2,610 million), respectively.
     
   
During the six-month period ended 30 June 2012, the conversion price of the 2011 Convertible Bonds was adjusted to RMB 7.08 per share as a result of the final dividend declared and paid for the year ended 31 December 2011.
     
   
During the six-month period ended 30 June 2012, RMB 856,963,000 of the 2011 Convertible Bonds were converted into 117,714,548 A shares of the Company.
     
   
As at 30 June 2012 and 31 December 2011, the fair value of the derivative component of the 2011 Convertible Bonds was calculated using the Binomial Model. The followings are the major inputs used in the Binomial Model:

   
At 30 June
 
At 31 December
 
   
2012
 
2011
 
           
Stock price of A shares
 
RMB 6.30
 
RMB 7.18
 
Conversion price
 
RMB 7.08
 
RMB 7.28
 
Credit spread
 
150 basis points
 
180 basis points
 
RMB onshore swap rate
 
2.78%
 
2.81%
 

   
Any change in the major inputs into the Binomial Model will result in changes in the fair value of the derivative component. The changes in the fair value of the derivative component from 31 December 2011 to 30 June 2012 resulted in an unrealised gain of RMB 532 million (2011: RMB nil), which has been recorded in the finance costs section of the consolidated income statement for the six-month period ended 30 June 2012.
     
   
The initial carrying amount of the liability component of the 2011 Convertible Bonds is the residual amount, which is after deducting the allocated issuance cost of the 2011 Convertible Bonds relating to the liability component and the fair value of the derivative component as at 1 March 2011. Interest expense is calculated using the effective interest method by applying the effective interest rate of 5.10% to the adjusted liability component. Should the aforesaid derivative component not been separated out and the entire 2011 Convertible Bonds been considered as the liability component, the effective interest rate would have been 2.07%.
     
26 
TRADE ACCOUNTS AND BILLS PAYABLES

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Amounts due to third parties
  164,122       167,207  
Amounts due to Sinopec Group Company and fellow subsidiaries
  5,892       6,429  
Amounts due to associates and jointly controlled entities
  2,935       3,366  
    172,949       177,002  
Bills payable
  4,276       5,933  
Trade account and bills payables measured at amortised cost
  177,225       182,935  

 
The maturities of trade accounts and bills payables are as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Due within 1 month or on demand
  151,584       150,949  
Due after 1 month but within 6 months
  25,489       31,820  
Due after 6 months
  152       166  
    177,225       182,935  
 
 
126

 
 
27 
ACCRUED EXPENSES AND OTHER PAYABLES

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Accrued expenditures
  35,281       33,849  
Advances from third parties
  5,120       5,989  
Amounts due to Sinopec Group Company and fellow subsidiaries
  9,188       9,714  
Others
  7,802       7,167  
Financial liabilities carried at amortised costs
  57,391       56,719  
Taxes other than income tax
  25,630       47,864  
Receipts in advance
  52,280       65,606  
Provision for onerous contracts for purchases of crude oil (Note)
        5,800  
Derivative financial instruments – hedging
  5,184       684  
Derivative financial instruments – non-hedging
  127       205  
    140,612       176,878  
 
 
Note:
   
 
As at 31 December 2011, the Group has entered into certain non-cancellable purchase contracts of crude oil for delivery in 2012. Due to the high purchase costs of crude oil of these contracts, the Group 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 5,800 million was recognised as at 31 December 2011. As at 30 June 2012, these above-mentioned non-cancellable purchase commitment contracts has been executed, and the provision has been utilsed accordingly. The amount of provision for onerous contracts as at 31 December 2011 approximated the actual losses incurred from these non-cancellable purchase commitment contracts during the six-month period ended 30 June 2012. At 30 June 2012, the market prices of crude oil and finished goods had positive changes compared to the beginning of the period in the ordinary course of the Group’s business. Management expected the economic benefits to be derived from non-cancellable purchase commitment contracts entered into by the Group as at 30 June 2012 would be higher than the unavoidable cost of meeting the obligation under these contracts. Therefore, the Group did not recognise such a provision as at 30 June 2012.
   
28 
PROVISIONS
   
 
Provisions primarily represent provision for future dismantlement costs of oil and gas properties. The Group has committed to the PRC government to established certain standardised measures for the dismantlement of its oil and gas properties by making reference to the industry practices and is thereafter constructively obligated to take dismantlement measures of its oil and gas properties.
   
 
Movement of provision of the Group’s obligations for the dismantlement of its oil and gas properties is as follow:
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Balance at 1 January
  18,317       15,510  
Provision for the period
  517       446  
Accretion expenses
  416       329  
Utilised
  (8 )      
Exchange adjustment
  2       (6 )
Balance at 30 June
  19,244       16,279  
 
29 
SHARE CAPITAL

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Registered, issued and fully paid
         
70,039,788,984 listed A shares (2011: 69,922,074,436) of RMB 1.00 each
  70,040       69,922  
16,780,488,000 listed H shares (2011: 16,780,488,000) of RMB 1.00 each
  16,780       16,780  
    86,820       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 HKD 1.59 per H share and USD 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 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.

 
127

 

29 
SHARE CAPITAL (Continued)
   
 
In July 2001, the Company issued 2.8 billion 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, 67,121,951,000 state-owned A shares became listed A shares.
   
 
On 3 March 2010, the Company issued 88,774 listed A shares with a par value of RMB 1.00 each at RMB 19.15 as a result of exercise of 188,292 warrants that were issued with the Bonds with Warrants and received a net proceeds of RMB 1,700,022.
   
 
During the year ended 31 December 2011, the Company issued 34,662 listed A shares with a par value of RMB 1.00 each, as a result of exercise of conversion by the holders of the 2011 Convertible Bonds.
   
 
During the six-month period ended 30 June 2012, the Company issued 117,714,548 listed A shares with a par value of RMB 1.00 each, as a result of exercise of conversion by the holders of the 2011 Convertible Bonds (Note 25(e)).
   
 
All A shares and H shares rank pari passu in all material aspects.
   
 
Capital management
 
Management optimises the structure of the Group’s capital, which comprises of equity and loans. In order to maintain or adjust the capital structure of the Group, management may cause the Group to issue new shares, adjust the capital expenditure plan, sell assets to reduce debt, or adjust the proportion of short-term and long-term loans. Management monitors capital on the basis of the debt-to-capital 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. Management’s strategy is to make appropriate adjustments according to the Group’s operating and investment needs and the changes of market conditions, and to maintain the debt-to-capital ratio and the liability-to-asset ratio of the Group at a range considered reasonable. As at 30 June 2012, the debt-to-capital ratio and the liability-to-asset ratio of the Group were 26.4% (2011: 24.6%) and 56.3% (2011: 55.7%), respectively.
   
 
The schedule of the contractual maturities of loans and commitments are disclosed in Notes 25 and 30, respectively.
   
 
There were no changes in the management’s approach to capital management of the Group during the period. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
   
30
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 30 June 2012 and 31 December 2011, the future minimum lease payments under operating leases are as follows:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Within one year
  11,026       10,414  
Between one and two years
  10,439       9,764  
Between two and three years
  10,240       9,668  
Between three and four years
  10,213       9,585  
Between four and five years
  10,243       9,465  
Thereafter
  217,976       215,810  
    270,137       264,706  

 
Capital commitments
 
At 30 June 2012 and 31 December 2011, capital commitments are as follows:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Authorised and contracted for
  192,271       192,792  
Authorised but not contracted for
  59,762       32,178  
    252,033       224,970  
 
 
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.

 
128

 

30 
COMMITMENTS AND CONTINGENT LIABILITIES (Continued)
   
 
Exploration and production licenses
 
Exploration licenses for exploration activities in the PRC 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.
   
 
Estimated future annual payments are as follows:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Within one year
  352       335  
Between one and two years
  165       105  
Between two and three years
  26       25  
Between three and four years
  27       26  
Between four and five years
  29       28  
Thereafter
  729       730  
    1,328       1,249  

 
Contingent liabilities
 
At 30 June 2012 and 31 December 2011, guarantees given to banks in respect of banking facilities granted to the parties below were as follows:
 
 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Jointly controlled entities
  640       703  
Associates
  75       79  
    715       782  
 
 
As at 31 December 2011, a subsidiary of the Company provided guarantees on long-term loans of USD 94 million drawn down by certain jointly controlled entities of Sinopec Group Company, and the loans under such guarantees had been repaid as at 30 June 2012. As at 30 June 2012, this subsidiary also provided guarantees on long-term loans of USD 978 million (2011: USD 969 million) drawn down by certain joint venturers (other than Sinopec Group Company) of these jointly controlled entities.
   
 
Management 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 30 June 2012 and 31 December 2011, it is not probable that the Group will be required to make payments under the guarantees. Thus no liability has been accrued for the Group’s obligation under these guarantees 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 management’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 3,002 million for the six-month period ended 30 June 2012 (2011: RMB 2,851 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. Management has assessed the likelihood of an unfavourable outcome of such contingencies, lawsuits or other proceedings and believes that any resulting liabilities will not have a material adverse effect on the financial position, operating results or cash flows of the Group.

 
129

 

31 
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. 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 controlled 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:

       
Six-month periods ended 30 June
 
   
Note
 
2012
   
2011
 
       
RMB millions
   
RMB millions
 
                 
Sales of goods
 
(i)
    169,491       138,800  
Purchases
 
(ii)
    73,797       67,839  
Transportation and storage
 
(iii)
    709       640  
Exploration and development services
 
(iv)
    16,600       13,164  
Production related services
 
(v)
    4,514       4,743  
Ancillary and social services
 
(vi)
    2,063       1,927  
Operating lease charges
 
(vii)
    3,685       3,702  
Agency commission income
 
(viii)
    78       8  
Interest received
 
(ix)
    58       52  
Interest paid
 
(x)
    563       297  
Net deposits withdrawn from related parties
 
(ix)
    3,298       7,015  
Net loans obtained from/(repaid to) related parties
 
(xi)
    38,202       (414 )

 
The amounts set out in the table above in respect of the six-month periods ended 30 June 2012 and 2011 represent the relevant costs and income as determined by the corresponding contracts with the related parties.
     
 
At 30 June 2012 and 31 December 2011, there were no guarantees given to banks by the Group in respect of banking facilities to related parties, except for the guarantees disclosed in Note 30.
     
 
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 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 and Sinopec Century Bright Capital Investment Limited, finance companies controlled by Sinopec Group Company. The applicable interest rate is determined in accordance with the prevailing saving deposit rate. The balance of deposits at 30 June 2012 was RMB 3,822 million (2011: RMB 7,120 million).
     
 
(x)
Interest paid represents interest charges on the loans and advances obtained from Sinopec Group Company and fellow subsidiaries.
     
 
(xi)
The Group obtained or repaid loans from or to Sinopec Group Company and fellow subsidiaries.

 
130

 

31 
RELATED PARTY TRANSACTIONS (Continued)
         
 
(a)  
Transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities (Continued)
   
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 described in the above Mutual Provision Agreement.
         
   
(c)
The Company has entered into a series of lease agreements with Sinopec Group Company to lease certain lands and buildings effective on 1 January 2000. The lease term is 40 or 50 years for lands and 20 years for buildings, respectively. The Company and Sinopec Group Company can renegotiate the rental amount every three years for land and the rental amount is approximately RMB 6,727 million per annum (2011: RMB 6,727 million). The Company and Sinopec Group Company can renegotiate the rental amount for buildings every year. However such amount cannot exceed the market price as determined by an independent third party.
         
   
(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 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.
         
   
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:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Trade accounts receivable
  18,677       15,389  
Prepaid expenses and other current assets
  3,248       1,805  
Total amounts due from Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
  21,925       17,194  
Trade accounts payable
  8,827       9,795  
Accrued expenses and other payables
  9,188       9,714  
Short-term loans and current portion of long-term loans from Sinopec Group Company and fellow subsidiaries
  50,658       12,149  
Long-term loans excluding current portion from Sinopec Group Company and fellow subsidiaries
  37,256       37,563  
Total amounts due to Sinopec Group Company and fellow subsidiaries,  associates and jointly controlled entities
  105,929       69,221  

   
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 25.
     
   
As at 30 June 2012, the Group provided loans of USD 318 million (2011: USD 228 million) to certain jointly controlled entities of Sinopec Group Company according to relevant agreements.
     
   
As at and for the six-month period ended 30 June 2012, and as at and for the year ended 31 December 2011, no individually significant impairment losses for bad and doubtful debts were recognised in respect of amounts due from Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities.

 
131

 

31 
RELATED PARTY TRANSACTIONS (Continued)
     
 
(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 compensation is as follows:

   
Six-month periods ended 30 June
   
2012
2011
   
RMB’000
RMB’000
       
 
Short-term employee benefits
5,071
4,638
 
Retirement scheme contributions
228
142
   
5,299
4,780

   
Total emoluments are included in personnel expenses as disclosed in Note 6.
       
 
(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 32. As at 30 June 2012 and 31 December 2011, the accrual for the 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.
       
   
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.

 
132

 

32
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. In addition, the Group provides a supplementary retirement plan for its staff at rates not exceeding 5% of the salaries. A member of the above 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 six-month period ended 30 June 2012 were RMB 3,193 million (2011: RMB 2,724 million).
     
33 
SEGMENT REPORTING
     
 
Segment information is presented in respect of the Group’s business segments. The format is based on the Group’s management and internal reporting structure.
     
 
In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker for the purposes of resource allocation and performance assessment, the Group has identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.
     
 
(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 comprises the trading activities of the import and export companies of the Group and research and development undertaken by other subsidiaries.
     
 
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.

 
133

 

33 
SEGMENT REPORTING (Continued)
     
 
(1)  
Information of reportable segmental revenues, profits or losses, assets and liabilities
     
   
The Group’s chief operating decision maker 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. Inter-segment transfer pricing is based on the market price or 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. Segment assets include all tangible and intangible assets, except for cash and cash equivalents, time deposits with financial institutions, investments and deferred tax assets. Segment liabilities exclude short-term and long-term debts, loans from Sinopec Group Company and fellow subsidiaries, income tax payable, deferred tax liabilities and other non-current liabilities.
     
   
Information of the Group’s reportable segments is as follows:

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Turnover
         
Exploration and production
         
External sales
  25,956       21,667  
Inter-segment sales
  90,728       84,281  
    116,684       105,948  
Refining
             
External sales
  95,805       96,314  
Inter-segment sales
  540,088       496,319  
    635,893       592,633  
Marketing and distribution
             
External sales
  701,769       649,997  
Inter-segment sales
  4,003       2,058  
    705,772       652,055  
Chemicals
             
External sales
  173,576       182,994  
Inter-segment sales
  23,457       23,315  
    197,033       206,309  
Corporate and others
             
External sales
  330,360       265,969  
Inter-segment sales
  323,343       306,501  
    653,703       572,470  
Elimination of inter-segment sales
  (981,619 )     (912,474 )
Turnover
  1,327,466       1,216,941  
Other operating revenues
             
Exploration and production
  9,433       6,685  
Refining
  2,680       3,043  
Marketing and distribution
  4,181       2,947  
Chemicals
  3,736       3,129  
Corporate and others
  576       527  
Other operating revenues
  20,606       16,331  
Turnover and other operating revenues
  1,348,072       1,233,272  

 
134

 

33 
SEGMENT REPORTING (Continued)
     
 
(1)  
Information of reportable segmental revenues, profits or losses, assets and liabilities (Continued)

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Result
         
Operating profit/(loss)
         
By segment
         
– Exploration and production
  40,463       34,651  
– Refining
  (18,501 )     (12,169 )
– Marketing and distribution
  20,252       19,598  
– Chemicals
  (1,251 )     16,344  
– Corporate and others
  (356 )     (642 )
– Elimination
  (524 )     657  
Total segment operating profit
  40,083       58,439  
Share of profits less losses from associates and jointly controlled entities
             
– Exploration and production
  123       128  
– Refining
  (741 )     (194 )
– Marketing and distribution
  553       640  
– Chemicals
  (86 )     1,869  
– Corporate and others
  474       361  
Aggregate share of profits less losses from associates and jointly controlled entities
  323       2,804  
Investment income/(loss)
             
– Refining
  8       3  
– Marketing and distribution
  40       90  
– Chemicals
  15       10  
– Corporate and others
        (1 )
Aggregate investment income
  63       102  
Net finance costs
  (5,027 )     (3,296 )
Profit before taxation
  35,442       58,049  
               
 
At 30 June
   
At 31 December
 
    2012       2011  
 
RMB millions
   
RMB millions
 
               
Assets
             
Segment assets
             
– Exploration and production
  334,744       329,968  
– Refining
  288,811       274,507  
– Marketing and distribution
  240,465       231,664  
– Chemicals
  136,249       143,215  
– Corporate and others
  101,748       77,489  
Total segment assets
  1,102,017       1,056,843  
Interest in associates and jointly controlled entities
  45,240       45,684  
Investments
  2,362       1,829  
Deferred tax assets
  14,169       12,706  
Cash and cash equivalents and time deposits with financial institutions
  13,960       25,197  
Other unallocated assets
  3,539       2,269  
Total assets
  1,181,287       1,144,528  
Liabilities
             
Segment liabilities
             
– Exploration and production
  70,471       86,538  
– Refining
  46,566       63,753  
– Marketing and distribution
  72,301       83,625  
– Chemicals
  24,031       30,459  
– Corporate and others
  121,462       111,680  
Total segment liabilities
  334,831       376,055  
Short-term debts
  81,017       68,224  
Income tax payable
  2,815       4,054  
Long-term debts
  134,815       116,894  
Loans from Sinopec Group Company and fellow subsidiaries
  87,914       49,712  
Deferred tax liabilities
  15,423       15,181  
Other unallocated liabilities
  7,687       7,064  
Total liabilities
  664,502       637,184  

 
135

 

33 
SEGMENT REPORTING (Continued)
     
 
(1) 
Information of reportable segmental revenues, profits or losses, assets and liabilities (Continued)
     
   
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one year.

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Capital expenditure
         
Exploration and production
  21,839       17,406  
Refining
  10,427       3,656  
Marketing and distribution
  12,390       9,523  
Chemicals
  6,341       2,120  
Corporate and others
  507       862  
    51,504       33,567  
Depreciation, depletion and amortisation
             
Exploration and production
  19,328       16,399  
Refining
  6,062       5,733  
Marketing and distribution
  4,091       3,498  
Chemicals
  4,450       4,286  
Corporate and others
  603       594  
    34,534       30,510  
Impairment losses on long-lived assets
             
Refining
        43  
Marketing and distribution
        32  
Chemicals
        89  
          164  

 
(2)  
Geographical information
     
   
The following tables set out information about the geographical information of (i) the Group’s external sales and (ii) the Group’s non-current assets, excluding financial instruments and deferred tax assets. In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets.

 
Six-month periods ended 30 June
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
External sales
         
Mainland China
  1,016,324       933,935  
Others
  331,748       299,337  
    1,348,072       1,233,272  
               
 
At 30 June
   
At 31 December
 
    2012       2011  
 
RMB millions
   
RMB millions
 
               
Non-current assets
             
Mainland China
  782,997       762,805  
Others
  23,334       24,375  
    806,331       787,180  

 
136

 

34
PRINCIPAL SUBSIDIARIES
   
 
At 30 June 2012, the following list contains the particulars of subsidiaries which principally affected the results, assets and liabilities of the Group.

   
Particulars
       
   
of issued
 
Percentage
   
Name of company
 
capital
 
of equity
 
Principal activities
   
(millions)
 
%
   
               
China Petrochemical International Company Limited
 
RMB 1,400
    100.00  
Trading of petrochemical products
Sinopec Sales Company Limited
 
RMB 1,700
    100.00  
Marketing and distribution of refined petroleum products
Sinopec Yangzi Petrochemical Company Limited
 
RMB 13,203
    100.00  
Manufacturing of intermediate petrochemical products and petroleum products
Fujian Petrochemical Company Limited (Note)
 
RMB 4,769
    50.00  
Manufacturing of plastics, intermediate petrochemical products and petroleum products
Sinopec Shanghai Petrochemical Company Limited
 
RMB 7,200
    55.56  
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and petroleum products
Sinopec Kantons Holdings Limited
 
HKD 207
    72.34  
Trading of crude oil and petroleum products
Sinopec Yizheng Chemical Fibre Company Limited (Note)
 
RMB 4,000
    42.00  
Production and sale of polyester chips and polyester fibres
Sinopec Zhongyuan Petrochemical Company Limited
 
RMB 2,400
    93.51  
Manufacturing of petrochemical products
Sinopec Shell (Jiangsu) Petroleum Marketing Company Limited
 
RMB 830
    60.00  
Marketing and distribution of refined petroleum products
BP Sinopec (Zhejiang) Petroleum Company Limited
 
RMB 800
    60.00  
Marketing and distribution of refined petroleum products
Sinopec Qingdao Refining and Chemical Company Limited
 
RMB 5,000
    85.00  
Manufacturing of intermediate petrochemical products and petroleum products
China International United Petroleum and Chemical Company Limited
 
RMB 3,000
    100.00  
Trading of crude oil and petrochemical products
Sinopec Hainan Refining and Chemical Company Limited
 
RMB 3,986
    75.00  
Manufacturing of intermediate petrochemical products and petroleum products
Sinopec (Hong Kong) Limited
 
HKD 5,477
    100.00  
Trading of crude oil and petrochemical products
Sinopec Senmei (Fujian) Petroleum Limited
 
RMB 1,840
    55.00  
Marketing and distribution of refined petroleum products
Sinopec Qingdao Petrochemical Company Limited
 
RMB 1,595
    100.00  
Manufacturing of intermediate petrochemical products and petroleum products
Sinopec Chemical Sales Company Limited
 
RMB 1,000
    100.00  
Marketing and distribution of petrochemical products
Sinopec International Petroleum Exploration and Production Limited
 
RMB 8,000
    100.00  
Investment in exploration, production and sales of petroleum and natural gas
Sinopec Fuel Oil Sales Company Limited
 
RMB 2,200
    100.00  
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. All of the above principal subsidiaries are limited companies.
   
 
Note:
   
 
The Company consolidated the financial statements of the entity because it controlled the board of this entity and had the power to govern its financial and operating policies.

 
137

 

35 
FINANCIAL RISK MANAGEMENT AND FAIR VALUES
   
 
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, derivative financial instruments 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, derivative financial instruments and advances from third parties.
   
 
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 controls 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 institutions 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. Management performs ongoing credit evaluations of the Group’s 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 and quantitative disclosures in respect of the Group’s exposure on credit risk for trade receivables are set out in Note 21.
     
 
The carrying amounts of cash and cash equivalents, time deposits with financial institutions, trade accounts and bills receivables, derivative financial instruments 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. Management prepares monthly cash flow budget to ensure that the Group will always have sufficient liquidity to meet its financial obligations as they fall due. The Group arranges and negotiates financing with financial institutions and maintains a certain level of standby credit facilities to reduce the Group’s liquidity risk.
     
 
At 30 June 2012, the Group has standby credit facilities with several PRC financial institutions which provide borrowings up to RMB 189,900 million (2011: RMB 170,500 million) on an unsecured basis, at a weighted average interest rate of 3.57% per annum (2011: 3.63%). At 30 June 2012, the Group’s outstanding borrowings under these facilities were RMB 11,462 million (2011: RMB 13,767 million) and were included in short-term debts.

 
138

 

35 
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Liquidity risk (Continued)
 
The following table sets out the remaining contractual maturities at the balance sheet date of the Group’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 would be required to repay:

   
At 30 June 2012
 
         
Total
                         
         
contractual
   
Within
   
More than 1
   
More than 2
       
   
Carrying
   
undiscounted
   
1 year or
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
on demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                     
Short-term debts
    81,017       82,067       82,067                    
Long-term debts
    134,815       155,385       3,705       58,113       62,105       31,462  
Loans from Sinopec Group Company and fellow subsidiaries
    87,914       88,477       51,083       574       1,244       35,576  
Trade accounts payable
    172,949       172,949       172,949                    
Bills payable
    4,276       4,276       4,276                    
Accrued expenses and other payables
    59,104       59,104       59,104                    
      540,075       562,258       373,184       58,687       63,349       67,038  
                                                 
   
At 31 December 2011
 
           
Total
                                 
           
contractual
   
Within
   
More than 1
   
More than 2
         
   
Carrying
   
undiscounted
   
1 year or
   
year but less
   
years but less
   
More than
 
   
amount
   
cash flow
   
on demand
   
than 2 years
   
than 5 years
   
5 years
 
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                                                 
Short-term debts
    68,224       69,713       69,713                    
Long-term debts
    116,894       131,551       7,291       17,943       57,842       48,475  
Loans from Sinopec Group Company and fellow subsidiaries
    49,712       50,346       12,584       228       1,974       35,560  
Trade accounts payable
    177,002       177,002       177,002                    
Bills payable
    5,933       5,933       5,933                    
Accrued expenses and other payables
    53,655       53,655       53,655                    
      471,420       488,200       326,178       18,171       59,816       84,035  

 
Management believes that the Group’s current cash on hand, expected cash flows from operations and available standby credit facilities from financial institutions will be sufficient to meet the Group’s working capital requirements and repay its short-term debts and obligations when they become due.
   
 
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 and Hong Kong Dollars. The Group enters into foreign exchange contracts to manage its currency risk exposure.
   
 
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:

   
At 30 June
 
At 31 December
   
2012
 
2011
   
millions
 
millions
         
Gross exposure arising from loans and borrowings
       
US Dollars
 
USD 3,002
 
USD 1,794
Japanese Yen
 
JPY 12,635
 
JPY 14,532
Hong Kong Dollars
 
HKD 13,200
 
HKD 12,847

 
139

 

35 
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Currency risk (Continued)
   
 
A 5 percent strengthening of Renminbi against the following currencies at 30 June 2012 and 31 December 2011 would have increased profit for the period/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 2011.

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
US Dollars
  712       424  
Japanese Yen
  38       44  
Hong Kong Dollars
  404       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 within the Group.
   
 
Interest rate risk
 
The Group’s interest rate risk exposure arises primarily from its short-term and long-term debts. Debts bearing 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 25.
   
 
As at 30 June 2012, 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 period and retained earnings by approximately RMB 682 million (2011: RMB 271 million). This sensitivity analysis has been determined assuming that the change of interest rates was applied to the Group’s debts outstanding at the balance sheet date with exposure to cash flow interest rate risk. The analysis is performed on the same basis for 2011.
   
 
Commodity price risk
 
The Group engages in oil and gas operations and is exposed to commodity price risk related to price volatility of crude oil, refined oil products and chemical products. The fluctuations in prices of crude oil, refined oil products and chemical products could have significant impact on the Group. The Group uses derivative financial instruments, including commodity futures and swaps, to manage a portion of this risk. As at 30 June 2012, the Group had certain commodity contracts of crude oil, refined oil products and chemical products designated as qualified cash flow hedges and economic hedges. The fair values of these derivative financial instruments as at 30 June 2012 are set out in Notes 23 and 27.
   
 
As at 30 June 2012, it is estimated that a general increase/decrease of USD 10 per barrel in crude oil and refined oil products, with all other variables held constant, would decrease/increase the Group’s profit for the period and retained earnings by approximately RMB 117 million (2011: increase/decrease RMB 563 million), and decrease/increase the Group’s other reserves by approximately RMB 144 million (2011: increase/decrease RMB 450 million). This sensitivity analysis has been determined assuming that the change in prices had occurred at the balance sheet date and the change was applied to the Group’s derivative financial instruments at that date with exposure to commodity price risk. The analysis is performed on the same basis for 2011.
   
 
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 30 June 2011, the Group’s exposure to equity price risk is the derivatives embedded in the 2007 Convertible Bonds and the 2011 Convertible Bonds issued by the Company as disclosed in Note 25(c) and (e), respectively.
   
 
As at 30 June 2012, it is estimated that an increase of 20% in the Company’s own share price would decrease the Group’s profit for the period and retained earnings by approximately RMB 1,774 million (2011: RMB 2,159 million); a decrease of 20% in the Company’s own share price would increase the Group’s profit for the period and retained earnings by approximately RMB 1,035 million (2011: RMB 1,628 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. The analysis is performed on the same basis for 2011.

 
140

 

35 
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
       
 
Fair values
       
 
(i)  
Financial instruments carried at fair value
   
The following table presents the carrying value of financial instruments measured at fair value at the balance sheet date across the three levels of the fair value hierarchy defined in IFRS 7, Financial Instruments: Disclosures, with the fair value of each financial instrument categorised in its entirety based on the lowest level of input that is significant to that fair value measurement. The levels are defined as follows:
       
   
• 
Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments.
       
   
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation techniques in which all significant inputs are directly or indirectly based on observable market data.
       
   
Level 3 (lowest level): fair values measured using valuation techniques in which any significant input is not based on observable market data.

   
At 30 June 2012

 
Level 1
   
Level 2
   
Level 3
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Assets
                     
Available-for-sale financial assets:
                     
– Listed
  56                   56  
Derivative financial instruments:
                             
– Derivative financial assets
  149       3,670             3,819  
    205       3,670             3,875  
Liabilities
                             
Derivative financial instruments:
                             
– Embedded derivative components of the convertible bonds
        2,007             2,007  
– Other derivative financial liabilities
  127       5,184             5,311  
    127       7,191             7,318  


   
At 31 December 2011

 
Level 1
   
Level 2
   
Level 3
   
Total
 
 
RMB millions
   
RMB millions
   
RMB millions
   
RMB millions
 
                       
Assets
                     
Available-for-sale financial assets:
                     
– Listed
  55                   55  
– Non-listed
        200             200  
Derivative financial instruments:
                             
– Derivative financial assets
  133       758             891  
    188       958             1,146  
Liabilities
                             
Derivative financial instruments:
                             
– Embedded derivative components of the convertible bonds
        2,680             2,680  
– Other derivative financial liabilities
  79       810             889  
    79       3,490             3,569  
 
   
During the six-month period ended 30 June 2012 there were no transfers between instruments in Level 1 and Level 2.
 
 
141

 
 
35 
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
     
 
Fair values (Continued)
     
 
(ii)  
Fair values of financial instruments carried at other than fair value
   
The disclosures of the fair value estimates, and their methods and assumptions of 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 carried at other than fair value (other than long-term indebtedness and investments in unquoted equity 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 that range between 4.41% to 6.80% (2011: 4.95% to 7.05%). 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 30 June 2012 and 31 December 2011:

 
At 30 June
   
At 31 December
 
 
2012
   
2011
 
 
RMB millions
   
RMB millions
 
           
Carrying amount
  147,453       160,082  
Fair value
  143,081       146,272  

   
The Group has not developed an internal valuation model necessary to estimate the fair values of loans from Sinopec Group Company and fellow subsidiaries as it is not considered practicable to estimate their fair values because the cost of obtaining discount and borrowing rates for comparable borrowings would be excessive based on the Reorganisation, the Group’s existing capital structure and the terms of the borrowings.
     
   
Investments in unquoted 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.
     
36 
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 interim financial statements. Management bases the assumptions and estimates on historical experience and on various other assumptions that it 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 such policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the interim financial statements. The significant accounting policies are set forth in Note 2. Management believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the consolidated interim 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 provisions 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.

 
142

 

36 
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. Management 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. Management reviews the estimated useful lives of the assets at least annually 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 take 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
 
Management estimates impairment losses for bad and doubtful debts resulting from the inability of the Group’s customers to make the required payments. Management 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 become higher than 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. Management 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.
   
37
POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDING 31 DECEMBER 2012
   
 
Up to the date of issue of these interim financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the annual accounting period ending 31 December 2012 and which have not been adopted in these interim financial statements.
   
 
Management 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.
   
38
PARENT AND ULTIMATE HOLDING COMPANY
   
 
The directors consider the parent and ultimate holding company of the Group as at 30 June 2012 is Sinopec Group Company, a state-owned enterprise established in the PRC. This entity does not produce financial statements available for public use.
 
 
143

 
 
(C) 
DIFFERENCES BETWEEN FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH THE ACCOUNTING POLICIES COMPLYING WITH ASBE AND IFRS (UNAUDITED)

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 in accordance with the accounting policies complying with ASBE 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, presentation or disclosures. Such information has not been subject to independent audit or review. The major differences are:

(i) 
Government grants
 
Under ASBE, grants from the government are credited to capital reserve if required by relevant governmental regulations. Under IFRS, government grants relating to the purchase of fixed assets are recognised as deferred income and are transferred to the income statement over the useful life of these assets.
   
(ii) 
Safety production fund
 
Under ASBE, safety production fund should be recognised in profit or loss with a corresponding increase in reserve according to PRC regulations. Such reserve is reduced for expenses incurred for safety production purposes or, when safety production related fixed assets are purchased, is reduced by the purchased cost with a corresponding increase in the accumulated depreciation. Such fixed assets are not depreciated thereafter. Under IFRS, payments are expensed as incurred, or capitalised as fixed assets and depreciated according to applicable depreciation methods.
   
 
Effects of major differences between the net profit under ASBE and the profit for the period under IFRS are analysed as follows:

       
Six-month periods ended 30 June
 
   
Note
 
2012
   
2011
 
       
RMB millions
   
RMB millions
 
                 
Net profit under ASBE
        24,946       43,212  
Adjustments:
                   
Government grants
 
(i)
    51       39  
Safety production fund
 
(ii)
    802       941  
Profit for the period under IFRS*
        25,799       44,192  

 
Effects of major differences between the shareholders’ equity under ASBE and the total equity under IFRS are analysed as follows:

       
At 30 June
   
At 31 December
 
   
Note
 
2012
   
2011
 
       
RMB millions
   
RMB millions
 
                 
Shareholders’ equity under ASBE
        519,221       509,525  
Adjustments:
                   
Government grants
 
(i)
            (1,438 )
Safety production fund
 
(ii)
    (998 )     (692 )
Total equity under IFRS*
        516,785       507,344  

 
*
The above figures are extracted from the financial statements prepared in accordance with the accounting policies complying with IFRS which have been audited by KPMG.

 
144

 

DOCUMENTS FOR INSPECTION

The following documents will be available for inspection during normal business hours after 24 August 2012 (Friday) at the legal 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:

1
The original interim report for the first half of 2012 signed by Mr. Fu Chengyu, Chairman;
   
2
The original audited financial statements and consolidated financial statements of Sinopec Corp. for the six-month period ended 30 June 2012 prepared in accordance with IFRS and the ASBE and signed by Mr. Fu Chengyu, Chairman, Mr. Wang Tianpu, Vice Chairman and President, and Mr. Wang Xinhua, Chief Financial Officer (and head of the Corporate Finance Department);
   
3  
The original auditors’ reports in respect of the above financial statements signed by the auditors; and
   
4
All original documents and announcements published by Sinopec Corp. in the newspapers specified by the China Securities Regulatory Commission during the reporting period.


 


By Order of the Board
Fu Chengyu
Chairman

Beijing, PRC, 24 August 2012


 
145

 
 
WRITTEN CONFIRMATION FROM THE DIRECTORS AND SENIOR MANAGEMENT

In accordance with the relevant provisions and requirements of the Securities Law of the People’s Republic of China and Management Rules for Information Disclosure by Listed Companies issued by the China Securities Regulatory Commission, as the Board Directors and senior management of Sinopec Corp., we have carefully reviewed the 2012 interim report of Sinopec Corp. and concluded that this interim report truly and objectively represents the business performance of Sinopec Corp. in the first half of 2012, contains no false representations, misleading statements or material omissions and complies with the requirements of the China Securities Regulatory Commission and other relevant regulatory authorities.

Signatures of the Directors and Senior Management:
 
 
 
 
Fu Chengyu
 
Wang Tianpu
 
Zhang Yaocang
 
Zhang Jianhua
             
 
 
 
Wang Zhigang
 
Cai Xiyou
 
Cao Yaofeng
 
Li Chunguang
             
 
 
 
Dai Houliang
 
Liu Yun
 
Chen Xiaojin
 
Ma Weihua
             
 
 
 
Jiang Xiaoming
 
Yan Yan
 
Bao Guoming
 
Wang Xinhua
             
 
 
 
Zhang Kehua
 
Zhang Haichao
 
Jiao Fangzheng
 
Lei Dianwu
             
 
       
Ling Yiqun
 
Huang Wensheng
       
 
 
24 August 2012


This interim report is published in both English and Chinese. Should any conflict regarding meaning arises, the Chinese version shall prevail.
 
 
 

 
 
SIGNATURE

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



China Petroleum & Chemical Corporation


 

By: /s/ Huang Wensheng

 
Name: Huang Wensheng

 
Title: Secretary to the Board of Directors



Date: August 27, 2012