SPTJF Shanghai Petrochemical Co Ltd (PK)

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 1-12158

Sinopec Shanghai Petrochemical Company Limited

(Translation of registrant’s name into English)

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

The People’s Republic of China

(Address of principal executive offices)

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

Form 20-F ☒   Form 40-F ☐

EXHIBITS

Disclaimer—Forward-Looking Statements

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

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SIGNATURES

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

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Exhibit 99.1

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

Sinopec Shanghai Petrochemical Company Limited

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

(Stock Code: 00338)

Announcement

Continuing Connected Transactions

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Reference is made to the continuing connected transactions announcement of the Company dated 10 November 2022, in relation to the 2023 Financial Services Framework Agreement entered into by the Company and Sinopec Group. The 2023 Financial Services Framework Agreement will expire on 31 December 2023. The third meeting of the eleventh session of the Board of the Company was convened on 25 October 2023, to consider and approve the Financial Services Framework Agreement to be signed before 31 December 2023 between the Company and Sinopec Group, and the Annual Caps thereunder for the years ending 31 December 2024 and 31 December 2025.

According to the Financial Services Framework Agreement, Sinopec Finance, a subsidiary and an associate of Sinopec Group, will provide financial services to the Company, including but not limited to loan, collection and payment, discount, settlement and entrusted loan, and other financial services from Sinopec Finance allowed under relevant laws and regulations.

As at the date of this announcement, Sinopec Group directly and indirectly holds 50.97% equity interests in the issued share capital of the Company and is the de facto controller of the Company. Pursuant to the Shanghai Listing Rules and Chapter 14A of the Hong Kong Listing Rules, Sinopec Group and its associates are connected (related) persons of the Company. Therefore, the Financial Services Framework Agreement and the transactions contemplated thereunder constitute continuing connected transactions of the Company.

The basic information of Sinopec Group is as follows:

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Key terms of the Financial Services Framework Agreement are as follows:

Parties to the Financial Services Framework Agreement

The signing parties of the Financial Services Framework Agreement are the Company and Sinopec Group.

Under the Financial Services Framework Agreement, Sinopec Group acts on behalf of its subsidiaries and associates with full authority whereas the Company acts on behalf of its subsidiaries. However, the subsidiaries and associates represented by Sinopec Group exclude the Company, its subsidiaries and associates.

Subject matter and term of the Financial Services Framework Agreement

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

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According to the Financial Services Framework Agreement, Sinopec Finance, a subsidiary and an associate of Sinopec Group, will provide financial services to the Company, including but not limited to loan, collection and payment, discount, settlement and entrusted loan, and other financial services from Sinopec Finance allowed under relevant laws and regulations, for a term expiring on 31 December 2025.

Pricing principle

The fees payable by the Company to Sinopec Finance under the Financial Services Framework Agreement will be no less favourable than the applicable fees specified by the PBOC and the National Financial Regulatory Administration for the relevant services from time to time. If neither the PBOC nor the National Financial Regulatory Administration has specified a fee or charge for a particular service, the services will be provided by Sinopec Finance on terms no less favorable than terms available from the major commercial banks or financial institutions in China. Meanwhile, when Sinopec Finance provides settlement, entrusted loan and other financial services to the Company, the service fees charged shall not be more than that charged by independent commercial banks or financial institutions or that charged by Sinopec Group to other group companies for similar services. In determining whether the terms offered by Sinopec Finance are no less favourable, the Company will compare the terms with at least two transactions of a similar type with, or two quotes obtained from, major commercial banks or financial institutions which are independent third parties. The Company will ensure that the Company’s interests are fully protected by controlling and examining the cost of financial services provided to the Company.

Sinopec Finance and the Company can sign specific financial service agreements based on the terms of the Financial Services Framework Agreement as necessary for actual transactions. The Company will settle the fees by cash in accordance with the payment terms set out in each of the individual financial agreements to be entered into with Sinopec Finance for the provision of such financial services.

Historical transaction amounts

As of 30 September 2023, the total amount paid by the Company to Sinopec Group for financial services under the 2023 Financial Services Framework Agreement was RMB5.7858 million. This is mainly because Sinopec Finance handled relatively more settlement business for the Company, but less business such as loans and discounts. The 2023 Financial Services Framework Agreement stipulates that the Company has the right to independently select financial institutions that provide financial services based on its own business needs, and independently determine the financial institutions that provide loan services and the loan amount. In 2023, the Company carries out loan discount and other businesses based on merits through price inquiry and comparison. As of 31 December 2023, the Annual Cap of the 2023 Financial Services Framework Agreement is RMB200 million.

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Annual Caps

The term of the Financial Services Framework Agreement is 2 years and will expire on 31 December 2025. Its Annual Caps are set out in the table below:

The Annual Caps for the years ending 31 December 2024 and 31 December 2025 are determined with reference to:

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Sinopec Finance is a non-bank finance company approved and regulated by the PBOC and the National Financial Regulatory Administration and is an associate of Sinopec Group. The Company has been obtaining from Sinopec Finance certain financial services including settlement services, loan services, bill acceptance or discounting services, and any other services provided by Sinopec Finance as approved by the National Financial Regulatory Administration.

The Company considers that having reliable and co-operative financial services are important to its business as the nature of the Company’s business means that transactions often involve payment of large sums of money. Through this transaction, the Company is able to obtain timely financial services, such as loan facilities, discounted notes, settlement services and so forth. In addition, the customized preferential policies save financial expenses of the Company and increase the settlement efficiency among Sinopec companies, thereby ensuring fund security within the system and reducing risks posed to the fund of the Company. The financial services provided by Sinopec Finance have always been for the benefit of the Company and are, in the Company’s opinion, generally on no less favourable terms as compared to the terms offered by other financial institutions. The continuing connected transactions following the pricing principles of fairness, impartiality and openness, which will not have an adverse impact on the Company’s financial status and operating results in the future, will hardly create dependence on connected persons, nor will it compromise the Company’s independence.

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

The Board (including independent non-executive Directors) is of the view that the terms of the Financial Services Framework Agreements and the Annual Caps for each of the years ending 31 December 2024 and 31 December 2025 are fair and reasonable, on normal commercial terms, and entered into in the usual and ordinary course of business and the Financial Services Framework Agreements are in the interests of the Company and its Shareholders as a whole. The Directors, Mr. Wan Tao, Mr. Du Jun and Mr. Xie Zhenglin, due to their positions held in the connected persons of the Company, are deemed to be interested in the relevant transactions and therefore abstained from voting at the meeting of the Board.

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The independent non-executive Directors of the Company, namely Mr. Tang Song, Mr. Chen Haifeng, Mr. Yang Jun, Ms. Zhou Ying and Mr. Huang Jiangdong, expressed the following independent opinions on the Financial Services Framework Agreement:

In accordance with the Shanghai Listing Rules, the relevant information in relation to the Financial Services Framework Agreement was submitted to the independent non-executive Directors for consideration and approval before approval by the Board. The independent non-executive Directors agreed to submit the relevant resolution to the Board for consideration.

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The Company has implemented the following pricing procedures and internal control mechanisms in order to ensure that the pricing policies and terms of continuing connected transactions are fair and reasonable and no less favourable than the terms provided by any other independent third party:

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By implementing the above pricing procedures and internal control measures and procedures, the Directors are of the view that the Company has established sufficient internal control measures to ensure the pricing basis of the Financial Services Framework Agreements will be on market terms and on normal commercial terms or better and will be fair and reasonable to the Company and the Shareholders as a whole.

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Located at Jinshanwei in the southwest of Shanghai, the Company is a highly integrated petrochemical enterprise which mainly processes crude oil into a broad range of synthetic fibres, resins, plastics, intermediate petrochemical products and petroleum products.

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

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Shanghai, the PRC, 25 October 2023

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

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