2 |
Company Profile
|
3 |
Principal Financial Data and Indicators
|
6 |
Changes in Share Capital and Shareholdings of Principal Shareholders
|
8 |
Chairman’s Address
|
11 |
Business Review and Prospects
|
19 |
Management’s Discussion and Analysis
|
31 |
Significant Events
|
42 |
Connected Transactions
|
45 |
Corporate Governance
|
52 |
Report of the Board of Directors
|
62 |
Report of the Board of Supervisors
|
64 |
Directors, Supervisors, Senior Management and Employees
|
80 |
Principal Wholly-owned and Controlled Subsidiaries
|
81 |
Financial Statements
|
219 |
Corporate Information
|
220 |
Documents for Inspection
|
1 |
FINANCIAL DATA AND INDICATORS PREPARED IN ACCORDANCE WITH CASs
|
(1) |
Principal financial data
|
|
For the year ended 31 December
|
|
||
|
2018
|
2017
|
Change
|
2016
|
Items
|
RMB million
|
RMB million
|
%
|
RMB million
|
Operating income
|
2,891,179
|
2,360,193
|
22.5
|
1,930,911
|
Operating profit
|
101,474
|
86,965
|
16.7
|
77,389
|
Profit before taxation
|
100,502
|
86,573
|
16.1
|
79,877
|
Net profit attributable to equity shareholders of the Company
|
63,089
|
51,119
|
23.4
|
46,416
|
Net profit attributable to equity shareholders of the Company excluding extraordinary gains and
losses
|
59,630
|
45,582
|
30.8
|
29,713
|
Net cash flow from operating activities
|
175,868
|
190,935
|
(7.9)
|
214,543
|
|
For the year of 2018
|
||||
Items
|
First
Quarter
RMB million
|
Second
Quarter
RMB million
|
Third
Quarter
RMB million
|
Fourth
Quarter
RMB million
|
Total
RMB million
|
Operating income
|
621,251
|
679,001
|
772,718
|
818,209
|
2,891,179
|
Net profit attributable to equity shareholders of the Company
|
18,770
|
22,830
|
18,380
|
3,109
|
63,089
|
Net profit attributable to equity shareholders of the Company excluding extraordinary gains and
losses
|
17,982
|
21,809
|
17,359
|
2,480
|
59,630
|
Net cash flow from operating activities
|
12,052
|
59,568
|
66,299
|
37,949
|
175,868
|
|
As of 31 December
|
|
|
|
|
2018
|
2017
|
Change
|
2016
|
Items
|
RMB million
|
RMB million
|
%
|
RMB million
|
Total assets
|
1,592,308
|
1,595,504
|
(0.2)
|
1,498,609
|
Total liabilities
|
734,649
|
741,434
|
(0.9)
|
666,084
|
Total equity attributable to equity shareholders of the Company
|
718,355
|
727,244
|
(1.2)
|
712,232
|
Total number of shares (1,000 shares)
|
121,071,210
|
121,071,210
|
—
|
121,071,210
|
(2) |
Principal financial indicators
|
|
For the year ended 31 December
|
|
||
|
2018
|
2017
|
Change
|
2016
|
Items
|
RMB
|
RMB
|
%
|
RMB
|
Basic earnings per share
|
0.521
|
0.422
|
23.4
|
0.383
|
Diluted earnings per share
|
0.521
|
0.422
|
23.4
|
0.383
|
Basic earnings per share (excluding extraordinary gains and losses)
|
0.493
|
0.376
|
31.1
|
0.245
|
Weighted average return on net assets (%)
|
8.67
|
7.14
|
1.53
|
6.68
|
percentage
points
|
||||
Weighted average return (excluding extraordinary gains and losses) on net assets (%)
|
8.20
|
6.37
|
1.83
percentage
|
4.33
|
points
|
||||
Net cash flow from operating activities per share
|
1.453
|
1.577
|
(7.9)
|
1.772
|
|
As of 31 December
|
|
||
|
2018
|
2017
|
Change
|
2016
|
Items
|
RMB
|
RMB
|
%
|
RMB
|
Net assets attributable to equity shareholders of the Company per share
|
5.933
|
6.007
|
(1.2)
|
5.883
|
Liabilities to assets ratio (%)
|
46.14
|
46.47
|
(0.33)
|
44.45
|
percentage
points
|
(3) |
Extraordinary items and corresponding amounts
|
|
For the year ended 31 December
(Income)/expenses
|
||
|
2018
|
2017
|
2016
|
Items
|
RMB million
|
RMB million
|
RMB million
|
Net loss on disposal of non-current assets
|
742
|
1,518
|
1,489
|
Donations
|
180
|
152
|
133
|
Government grants
|
(7,482)
|
(4,783)
|
(3,987)
|
Gain on holding and disposal of various investments
|
(1,023)
|
(148)
|
(518)
|
Investment income on loss of control and remeasuring interests in pipeline company
|
—
|
—
|
(20,562)
|
Gain on remeasurement of interests in Shanghai SECCO
|
—
|
(3,941)
|
—
|
Other non-operating expenses, net
|
1,613
|
690
|
1,367
|
Net gain of business combination under common control from beginning of the year to the
consolidation date
|
—
|
—
|
(86)
|
Subtotal
|
(5,970)
|
(6,512)
|
(22,164)
|
Tax effect
|
2,312
|
976
|
5,578
|
Total
|
(3,658)
|
(5,536)
|
(16,586)
|
Attributable to: Equity shareholders of the Company
|
(3,459)
|
(5,537)
|
(16,703)
|
Minority interests
|
(199)
|
1
|
117
|
(4) |
Items measured by fair values
|
|
|
|
|
Influence
|
Items
|
Beginning
of the year
|
End
of the year
|
Changes
|
on the profit
of the year
|
Other equity instruments
|
1,676
|
1,450
|
(226)
|
515
|
Derivative financial instruments
|
(522)
|
1,584
|
2,106
|
191
|
Cash flow hedging
|
(1,617)
|
(7,268)
|
(5,651)
|
(9,069)
|
Financial assets held for trading
|
51,196
|
25,732
|
(25,464)
|
878
|
Total
|
50,733
|
21,498
|
(29,235)
|
(7,485)
|
(5) |
Significant changes of items in the financial statements
|
|
As of 31 December
|
Increase/(decrease)
|
|
||
|
2018
|
2017
|
Amount
|
Percentage
|
|
Items
|
RMB million
|
RMB million
|
RMB million
|
(%)
|
Reasons for change
|
Financial assets held for trading
|
25,732
|
51,196
|
(25,464)
|
(49.7)
|
Decrease of structured deposit
|
Non-current liabilities due
|
17,450
|
26,681
|
(9,231)
|
(34.6)
|
Bond repayment at maturity
|
within one year
|
|||||
Financial expenses
|
(1,001)
|
1,560
|
(2,561)
|
(164.2)
|
Optimisation of capital operation and increase of interest income
|
Impairment losses
|
11,605
|
21,791
|
(10,186)
|
(46.7)
|
Decrease of impairment losses in current year
|
Non-operating income
|
2,070
|
1,317
|
753
|
57.2
|
Relocation compensation entitled by susidiaries
|
Non-operating expenses
|
3,042
|
1,709
|
1,333
|
78.0
|
Retirement of underground oil tanks in service station and other assets
|
Cash received from disposal
|
56,546
|
4,729
|
51,817
|
1,095.7
|
Receipt of the structured deposits at maturity
|
of investments
|
|||||
Other cash paid relating to
|
87,696
|
52,304
|
35,392
|
67.7
|
Receipt of time deposits at maturity
|
investing activities
|
|||||
Cash paid for acquisition of fixed
|
(103,014)
|
(70,948)
|
(32,066)
|
45.2
|
Increase of capital expenditure
|
assets, intangible assets and
|
|
|
|
|
|
other long-term assets
|
|||||
Cash paid for dividends, profit
distribution or interest
|
(87,483)
|
(45,763)
|
(41,720)
|
91.2
|
Increase of dividend declared
|
2 |
FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH IFRS
|
|
For the year ended 31 December
|
||||
Items
|
2018
|
2017
|
2016
|
2015
|
2014
|
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
1,930,911
|
2,020,375
|
2,827,566
|
Operating profit
|
82,264
|
71,470
|
77,193
|
56,822
|
73,439
|
Profit before taxation
|
99,110
|
86,697
|
80,151
|
56,411
|
65,818
|
Profit attributable to shareholders of the Company
|
61,618
|
51,244
|
46,672
|
32,512
|
46,639
|
Basic earnings per share (RMB)
|
0.509
|
0.423
|
0.385
|
0.269
|
0.399
|
Diluted earnings per share (RMB)
|
0.509
|
0.423
|
0.385
|
0.269
|
0.399
|
Return on capital employed (%)
|
9.25
|
8.26
|
7.30
|
5.23
|
6.06
|
Return on net assets (%)
|
8.59
|
7.06
|
6.56
|
4.81
|
7.84
|
Net cash generated from operating activities per share (RMB)
|
1.453
|
1.577
|
1.772
|
1.371
|
1.267
|
|
As of 31 December
|
||||
Items
|
2018
|
2017
|
2016
|
2015
|
2014
|
Non-current assets
|
1,088,188
|
1,066,455
|
1,086,348
|
1,113,611
|
1,094,035
|
Net current liabilities
|
60,978
|
50,397
|
73,282
|
129,175
|
242,892
|
Non-current liabilities
|
170,675
|
163,168
|
181,831
|
196,275
|
201,540
|
Non-controlling interests
|
139,251
|
126,770
|
120,241
|
111,964
|
54,348
|
Total equity attributable to shareholders of the Company
|
717,284
|
726,120
|
710,994
|
676,197
|
595,255
|
Net assets per share (RMB)
|
5.924
|
5.997
|
5.873
|
5.585
|
5.033
|
Adjusted net assets per share (RMB)
|
5.741
|
5.868
|
5.808
|
5.517
|
4.969
|
3 |
MAJOR DIFFERENCES BETWEEN THE AUDITED FINANCIAL STATEMENTS PREPARED UNDER CASs AND IFRS PLEASE REFER TO PAGE 212 OF THE REPORT.
|
1 |
CHANGES IN THE SHARE CAPITAL
|
2 |
NUMBER OF SHAREHOLDERS AND THEIR SHAREHOLDINGS
|
(1) |
Shareholdings of top ten shareholders
|
Name of shareholders
|
Nature of Shareholders
|
Percentage of shareholdings %
|
Total number of shares held
|
Changes of shareholding1
|
Number of shares subject to pledges or lock-up
|
China Petrochemical Corporation
|
State-owned Share
|
68.31
|
82,709,227,393
|
(3,083,443,708)
|
0
|
HKSCC Nominees Limited2
|
H Share
|
20.97
|
25,390,660,438
|
10,853,566
|
Unknown
|
中國證券金融股份有限公司
|
A Share
|
2.16
|
2,609,312,057
|
(722,418,086)
|
0
|
國新投資有限公司
|
A Share
|
1.04
|
1,253,177,754
|
1,253,177,754
|
0
|
香港中央結算有限公司
|
A Share
|
0.84
|
1,021,782,160
|
620,799,215
|
0
|
北京誠通金控投資有限公司
|
A Share
|
0.78
|
947,604,254
|
947,604,254
|
0
|
招商銀行股份有限公司-博時中證央企結構調整交易型開放式指數證券投資基金3
|
A Share
|
0.33
|
397,446,193
|
397,446,193
|
0
|
中央匯金資產管理有限責任公司
|
A Share
|
0.27
|
322,037,900
|
0
|
0
|
中國人壽保險股份有限公司-分紅-個人分紅-005L-FH002滬
|
A Share
|
0.15
|
181,957,660
|
128,785,037
|
0
|
中國農業銀行股份有限公司-華夏中證央企結構調整交易型開放式指數證券投資基金3
|
A Share
|
0.13
|
154,958,200
|
154,958,200
|
0
|
Note 1: |
As compared with the number of shares held as of 31 December 2017.
|
Note 2: |
Sinopec Century Bright Capital Investment Limited, an overseas wholly-owned subsidiary of China Petrochemical Corporation, held 553,150,000 H shares, accounting
for 0.46% of the total issued share capital of Sinopec Crop. Those shareholdings are included in the total number of the shares held by HKSCC Nominees Limited.
|
Note 3: |
China Petrochemical Corporation subscribed for the shares of 博時中證央企結構調
整交易型開放式指數證券投資基金 and 華夏中證央企結構調整交易型開放式指數證券投資基金 with 600 million A shares of Sinopec Corp. in October 2018.
|
(2) |
Information disclosed by the shareholders of H shares in accordance with the Securities and Futures Ordinance (SFO) as of 31 December 2018
|
Name of shareholders
|
Status of shareholders
|
Number of shares interested
|
% of Sinopec Corp.’s issued
voting shares (H Share)
|
BlackRock, Inc.
|
Interest of corporation controlled by the substantial shareholder
|
2,320,644,807(L)
1,244,000(S)
|
9.10(L)
0.00(S)
|
Citigroup Inc.
|
Person having a security interest in shares
|
618,800(L)
|
0.00(L)
|
Interest of corporation controlled by the substantial shareholder
|
152,698,359(L)
101,037,238(S)
|
0.60(L)
0.40(S)
|
|
Approved lending agent
|
1,736,184,160(L)
|
6.80(L)
|
|
JPMorgan Chase & Co.
|
Beneficial owner
|
478,700,855(L)
|
1.88(L)
|
157,452,151(S)
|
0.62(S)
|
||
Investment manager
|
103,077,862(L)
|
0.40(L)
|
|
Trustee (exclusive of passive trustee)
|
1,006,400(L)
|
0.00(L)
|
|
Approved lending agent
|
956,876,795(L)
|
3.75(L)
|
|
Schroders Plc.
|
Investment manager
|
1,516,334,573(L)
|
5.94(L)
|
(L): |
Long position, (S): Short position
|
3 |
ISSUANCE AND LISTING OF SECURITIES
|
(1) |
Issuance of securities in reporting period
|
(2) |
Existing employee shares
|
4 |
CHANGES IN THE CONTROLLING SHAREHOLDERS AND THE DE FACTO CONTROLLER
|
(1) |
Controlling shareholder
|
Name of Company
|
Number of
Shares Held
|
Shareholding
Percentage
|
Sinopec Engineering (Group) Co. Ltd
|
2,907,856,000
|
65.67%
|
Sinopec Oilfield Service Corporation
|
10,727,896,364
|
56.51%
|
Sinopec Oilfield Equipment Corporation
|
351,351,000
|
58.74%
|
China Merchants Energy Shipping Co., Ltd
|
912,886,426
|
15.05%
|
Note: |
China Petrochemical Corporation holds 2,595,786,987 H shares of Sinopec Oilfield Service Corporation (the “SSC”) through Sinopec Century Bright Capital Investment
Ltd., a wholly-owned overseas subsidiary of China Petrochemical Corporation, accounting for 13.67% of the total share capital of SSC. Such shareholdings are excluded from the total shares of SSC directly held by China Petrochemical
Corporation indicated above.
|
(2) |
Other than HKSCC Nominees Limited, there was no other legal person shareholder holding 10% or more of the total issued share capital of Sinopec
Corp.
|
(3) |
Basic information of the de facto controller
|
(4) |
Diagram of the equity and controlling relationship between Sinopec Corp. and its de facto controller
|
*: |
Inclusive of 553,150,000 H shares held by Sinopec Century Bright Capital Investment Ltd. (overseas wholly-owned subsidiary of China Petrochemical Corporation)
through HKSCC Nominees Limited.
|
1 |
MARKET REVIEW
|
(1) |
Crude Oil & Natural Gas Market
|
(2) |
Refined Oil Products Market
|
(3) |
Chemical Products Market
|
2 |
PRODUCTION & OPERATIONS REVIEW
|
(1) |
Exploration and Production
|
|
2018
|
2017
|
2016
|
Change from 2017 to 2018(%)
|
|
Oil and gas production (mmboe)
|
451.46
|
448.79
|
431.29
|
0.6
|
|
Crude oil production (mmbbls)
|
288.51
|
293.66
|
303.51
|
(1.8)
|
|
China
|
248.93
|
248.88
|
253.15
|
0.02
|
|
Overseas
|
39.58
|
44.78
|
50.36
|
(11.6)
|
|
Natural gas production (bcf)
|
977.32
|
912.50
|
766.12
|
7.1
|
Crude oil reserves (mmbbls)
|
|||||
Items
|
31 December 18
|
31 December 17
|
|||
Proved reserves
|
1,666
|
1,599
|
|||
Proved developed reserves
|
1,533
|
1,429
|
|||
China
|
1,244
|
1,124
|
|||
Consolidated subsidiaries
|
1,244
|
1,124
|
|||
Shengli
|
910
|
811
|
|||
Others
|
334
|
313
|
|||
Overseas
|
289
|
305
|
|||
Consolidated subsidiaries
|
27
|
32
|
|||
Equity accounted entities
|
261
|
273
|
|||
Proved undeveloped reserves
|
134
|
170
|
|||
China
|
96
|
137
|
|||
Consolidated subsidiaries
|
96
|
137
|
|||
Shengli
|
16
|
49
|
|||
Others
|
80
|
88
|
|||
Overseas
|
38
|
33
|
|||
Consolidated subsidiaries
|
0
|
0
|
|||
Equity accounted entities
|
38
|
33
|
Natural gas reserves (bcf)
|
|||||
Items
|
31 December 18
|
31 December 17
|
|||
Proved reserves
|
6,807
|
6,997
|
|||
Proved developed reserves
|
5,835
|
6,012
|
|||
China
|
5,822
|
6,000
|
|||
Consolidated subsidiaries
|
5,822
|
6,000
|
|||
Puguang
|
1,904
|
2,127
|
|||
Fuling
|
1,149
|
1,121
|
|||
Others
|
2,769
|
2,752
|
|||
Overseas
|
13
|
12
|
|||
Consolidated subsidiaries
|
0
|
0
|
|||
Equity accounted entities
|
13
|
12
|
|||
Proved undeveloped reserves
|
972
|
985
|
|||
China
|
972
|
985
|
|||
Consolidated subsidiaries
|
972
|
985
|
|||
Fuling
|
195
|
187
|
|||
Others
|
777
|
798
|
|
Wells drilled (as of 31 December)
|
|||||||||
|
2018
|
2017
|
||||||||
|
Exploratory
|
Development
|
Exploratory
|
Development
|
||||||
|
Productive
|
Dry
|
Productive
|
Dry
|
Productive
|
Dry
|
Productive
|
Dry
|
||
China
|
286
|
131
|
1,941
|
6
|
266
|
149
|
1,442
|
9
|
||
Consolidated subsidiaries
|
286
|
131
|
1,941
|
6
|
266
|
149
|
1,442
|
9
|
||
Shengli
|
149
|
71
|
1,201
|
5
|
151
|
71
|
845
|
1
|
||
Others
|
137
|
60
|
740
|
1
|
115
|
78
|
597
|
8
|
||
Overseas
|
0
|
0
|
70
|
0
|
2
|
1
|
119
|
0
|
||
Consolidated subsidiaries
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||
Equity accounted entities
|
0
|
0
|
70
|
0
|
2
|
1
|
119
|
0
|
||
Total
|
286
|
131
|
2,011
|
6
|
268
|
150
|
1,561
|
9
|
|
Wells drilling (as of 31 December)
|
|||||||||
|
2018
|
2017
|
||||||||
|
Gross
|
Net
|
Gross
|
Net
|
||||||
|
Exploratory
|
Development
|
Exploratory
|
Development
|
Exploratory
|
Development
|
Exploratory
|
Development
|
||
China
|
69
|
277
|
69
|
277
|
62
|
147
|
62
|
147
|
||
Consolidated subsidiaries
|
69
|
277
|
69
|
277
|
62
|
147
|
62
|
147
|
||
Shengli
|
25
|
72
|
25
|
72
|
19
|
0
|
19
|
0
|
||
Others
|
44
|
205
|
44
|
205
|
43
|
147
|
43
|
147
|
||
Overseas
|
0
|
10
|
0
|
10
|
0
|
5
|
0
|
5
|
||
Consolidated subsidiaries
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||
Equity accounted entities
|
0
|
10
|
0
|
10
|
0
|
5
|
0
|
5
|
||
Total
|
69
|
287
|
69
|
287
|
62
|
152
|
62
|
152
|
|
Oil productive wells (as of 31 December)
|
|||||
|
2018
|
2017
|
||||
|
Gross
|
Net
|
Gross
|
Net
|
||
China
|
51,030
|
51,030
|
50,121
|
50,121
|
||
Consolidated subsidiaries
|
51,030
|
51,030
|
50,121
|
50,121
|
||
Shengli
|
32,805
|
32,805
|
32,105
|
32,105
|
||
Others
|
18,225
|
18,225
|
18,016
|
18,016
|
||
Overseas
|
7,293
|
3,939
|
7,350
|
3,968
|
||
Consolidated subsidiaries
|
28
|
14
|
28
|
14
|
||
Equity accounted entities
|
7,265
|
3,925
|
7,322
|
3,954
|
||
Total
|
58,323
|
54,969
|
57,471
|
54,089
|
Natural gas productive wells (as of 31 December)
|
||||||
|
2018
|
2017
|
||||
Region
|
Gross
|
Net
|
Gross
|
Net
|
||
China
|
5,068
|
5,028
|
4,800
|
4,762
|
||
Consolidated subsidiaries
|
5,068
|
5,028
|
4,800
|
4,762
|
||
Puguang
|
58
|
58
|
57
|
57
|
||
Fuling
|
368
|
368
|
266
|
266
|
||
Others
|
4,642
|
4,602
|
4,477
|
4,439
|
||
Total
|
5,068
|
5,028
|
4,800
|
4,762
|
|
Area under license (as of 31 December)
|
||
|
2018
|
2017
|
|
Acreage with exploration licenses
|
525,269
|
621,529
|
|
China
|
525,269
|
621,529
|
|
Acreage with development licenses
|
36,748
|
36,604
|
|
China
|
31,643
|
31,498
|
|
Overseas
|
5,106
|
5,106
|
(2) |
Refining
|
|
|
|
|
Change from
|
|
|
2018
|
2017
|
2016
|
2017 to 2018 (%)
|
|
Refinery throughput
|
244.01
|
238.50
|
235.53
|
2.3
|
|
Gasoline, diesel and kerosene production
|
154.79
|
150.67
|
149.17
|
2.7
|
|
Gasoline
|
61.16
|
57.03
|
56.36
|
7.2
|
|
Diesel
|
64.72
|
66.76
|
67.34
|
(3.1)
|
|
Kerosene
|
28.91
|
26.88
|
25.47
|
7.6
|
|
Light chemical feedstock production
|
38.52
|
38.60
|
38.54
|
(0.2)
|
|
Light product yield (%)
|
76.00
|
75.85
|
76.33
|
0.15 percentage points
|
|
Refinery yield (%)
|
94.93
|
94.88
|
94.70
|
0.05 percentage points
|
(3) |
Marketing and Distribution
|
|
2018
|
2017
|
2016
|
Change from 2017 to 2018 (%)
|
|
Total sales volume of oil products (million tonnes)
|
198.32
|
198.75
|
194.84
|
(0.2)
|
|
Total domestic sales volume of oil products (million tonnes)
|
180.24
|
177.76
|
172.70
|
1.4
|
|
Retail sales (million tonnes)
|
121.64
|
121.56
|
120.14
|
0.1
|
|
Direct sales and distribution (million tonnes).
|
58.61
|
56.20
|
52.56
|
4.3
|
|
Annual average throughput per station (tonne/station)
|
3,979
|
3,969
|
3,926
|
0.3
|
|
31 December2018
|
31 December2017
|
31 December2016
|
Change from the end of the previous year to the end of the reporting
period(%)
|
|
Total number of service stations under the Sinopec brand
|
30,661
|
30,633
|
30,603
|
0.1
|
|
Number of company-operated stations
|
30,655
|
30,627
|
30,597
|
0.1
|
(4) |
Chemicals
|
|
|
|
|
Change from
|
|
2018
|
2017
|
2016
|
2017 to 2018 (%)
|
Ethylene
|
11,512
|
11,610
|
11,059
|
(0.8)
|
Synthetic resin
|
15,923
|
15,938
|
15,201
|
(0.1)
|
Synthetic rubber
|
896
|
848
|
857
|
5.7
|
Synthetic fiber monomer and polymer
|
9,343
|
9,439
|
9,275
|
(1.0)
|
Synthetic fiber
|
1,218
|
1,220
|
1,242
|
(0.2)
|
(5) |
Research and Development
|
(6) |
Health, Safety, Security and Environment
|
(7) |
Capital Expenditures
|
(1) |
Market Outlook
|
(2) |
Operations
|
1 |
CONSOLIDATED RESULTS OF OPERATIONS
|
|
Year ended 31 December
|
|
||
|
2018
|
2017
|
Change (%)
|
|
|
RMB million
|
RMB million
|
|
|
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
22.5
|
|
Turnover
|
2,825,613
|
2,300,470
|
22.8
|
|
Other operating revenues
|
65,566
|
59,723
|
9.8
|
|
Operating expenses
|
(2,808,915)
|
(2,288,723)
|
22.7
|
|
Purchased crude oil, product and operating supplies and expenses
|
(2,292,983)
|
(1,770,651)
|
29.5
|
|
Selling, general and administrative expenses
|
(65,642)
|
(64,973)
|
1.0
|
|
Depreciation, depletion and amortisation
|
(109,967)
|
(115,310)
|
(4.6)
|
|
Exploration expenses, including dry holes
|
(10,744)
|
(11,089)
|
(3.1)
|
|
Personnel expenses
|
(77,721)
|
(74,854)
|
3.8
|
|
Taxes other than income tax
|
(246,498)
|
(235,292)
|
4.8
|
|
Other operating expense, net
|
(5,360)
|
(16,554)
|
(67.6)
|
|
Operating profit
|
82,264
|
71,470
|
15.1
|
|
Net finance costs
|
1,001
|
(1,560)
|
(164.2)
|
|
Investment income and share of profits less losses from associates and joint ventures
|
15,845
|
16,787
|
(5.6)
|
|
Profit before taxation
|
99,110
|
86,697
|
14.3
|
|
Income tax expense
|
(20,213)
|
(16,279)
|
24.2
|
|
Profit for the year
|
78,897
|
70,418
|
12.0
|
|
Attributable to:
|
||||
Shareholders of the Company
|
61,618
|
51,244
|
20.2
|
|
Non-controlling interests
|
17,279
|
19,174
|
(9.9)
|
(1) |
Turnover and other operating revenues
|
|
|
Average realised price
|
||||
|
Sales volume (thousand tonnes)
|
(RMB/tonne, RMB/thousand cubic meters
|
||||
|
Year ended 31 December
|
|
Year ended 31 December
|
|
||
|
2018
|
2017
|
Change (%)
|
2018
|
2017
|
Change (%)
|
Crude oil
|
6,595
|
6,567
|
0.4
|
3,100
|
2,390
|
29.7
|
Natural gas (million cubic meters)
|
24,197
|
22,529
|
7.4
|
1,400
|
1,290
|
8.5
|
Gasoline
|
88,057
|
83,933
|
4.9
|
7,870
|
6,941
|
13.4
|
Diesel
|
84,630
|
88,848
|
(4.7)
|
5,996
|
5,038
|
19.0
|
Kerosene
|
25,787
|
25,557
|
0.9
|
4,562
|
3,531
|
29.2
|
Basic chemical feedstock
|
40,520
|
35,964
|
12.7
|
5,488
|
4,855
|
13.0
|
Monomer and polymer for synthetic fibre
|
11,127
|
10,267
|
8.4
|
6,971
|
6,038
|
15.5
|
Synthetic resin
|
14,433
|
13,199
|
9.3
|
8,634
|
8,155
|
5.9
|
Synthetic fibre
|
1,314
|
1,304
|
0.8
|
9,712
|
8,556
|
13.5
|
Synthetic rubber
|
1,114
|
1,128
|
(1.2)
|
10,619
|
11,913
|
(10.9)
|
Chemical fertiliser
|
794
|
698
|
13.8
|
2,096
|
2,010
|
4.3
|
(2) |
Operating expenses
|
(3) |
Operating profit was RMB 82.3 billion, representing an increase
of 15.1% compared with 2017. Loss from upstream business greatly reduced and downstream business achieved good profit under the fierce market competition, as the Company persistently centralised on value-oriented operation, focused on
improving asset quality, increasing asset efficiency, and upgrading asset structure.
|
(4) |
Profit before taxation was RMB 99.1 billion, representing an
increase of 14.3% compared with 2017.
|
(5) |
Income tax expense was RMB 20.2 billion, representing an increase
of 24.2% year on year, mainly due to the increase in profit and the decrease in exempt investment income.
|
(6) |
Profit attributable to non-controlling interests was RMB 17.3
billion, representing an increase of RMB 1.9 billion compared with 2017.
|
(7) |
Profit attributable to shareholders of the Company was RMB 61.6
billion, representing an increase of 20.2% year on year.
|
2 |
RESULTS OF SEGMENT OPERATIONS
|
|
Operating revenues Year ended 31 December
|
As a percentage of consolidated operating revenue before
elimination of inter-segment sales Year ended 31 December
|
As a percentage of consolidated operating revenue after elimination
of inter-segment sales Year ended 31 December
|
||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
(%)
|
(%)
|
(%)
|
(%)
|
|
Exploration and Production Segment
|
|||||||
External sales*
|
104,237
|
79,701
|
2.2
|
2.1
|
3.6
|
3.4
|
|
Inter-segment sales
|
95,954
|
77,804
|
2.0
|
2.0
|
|||
Operating revenues
|
200,191
|
157,505
|
4.2
|
4.1
|
|||
Refining Segment
|
|||||||
External sales*
|
154,319
|
137,582
|
3.2
|
3.6
|
5.3
|
5.8
|
|
Inter-segment sales
|
1,109,088
|
874,271
|
22.9
|
23.0
|
|||
Operating revenues
|
1,263,407
|
1,011,853
|
26.1
|
26.6
|
|||
Marketing and Distribution Segment
|
|||||||
External sales*
|
1,441,413
|
1,220,235
|
29.9
|
32.1
|
49.9
|
51.7
|
|
Inter-segment sales
|
5,224
|
3,962
|
0.1
|
0.1
|
|||
Operating revenues
|
1,446,637
|
1,224,197
|
30.0
|
32.2
|
|||
Chemicals Segment
|
|||||||
External sales*
|
472,898
|
388,128
|
9.8
|
10.2
|
16.4
|
16.5
|
|
Inter-segment sales
|
73,835
|
49,615
|
1.5
|
1.3
|
|||
Operating revenues
|
546,733
|
437,743
|
11.3
|
11.5
|
|||
Corporate and Others
|
|||||||
External sales*
|
718,312
|
534,547
|
14.9
|
14.0
|
24.8
|
22.6
|
|
Inter-segment sales
|
650,271
|
440,303
|
13.5
|
11.6
|
|||
Operating revenues
|
1,368,583
|
974,850
|
28.4
|
25.6
|
|||
Operating revenue before elimination of inter-segment sales
|
4,825,551
|
3,806,148
|
100.0
|
100.0
|
|
|
|
Elimination of inter-segment sales
|
(1,934,372)
|
(1,445,955)
|
|||||
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
100.0
|
100.0
|
|||
*: |
Other operating revenues are included.
|
|
Year ended 31 December
|
|
||
|
2018
|
2017
|
Change
|
|
|
RMB million
|
RMB million
|
(%)
|
|
Exploration and Production Segment
|
||||
Operating revenues
|
200,191
|
157,505
|
27.1
|
|
Operating expenses
|
210,298
|
203,449
|
3.4
|
|
Operating loss
|
(10,107)
|
(45,944)
|
—
|
|
Refining Segment
|
||||
Operating revenues
|
1,263,407
|
1,011,853
|
24.9
|
|
Operating expenses
|
1,208,580
|
946,846
|
27.6
|
|
Operating profit
|
54,827
|
65,007
|
(15.7)
|
|
Marketing and Distribution Segment
|
||||
Operating revenues
|
1,446,637
|
1,224,197
|
18.2
|
|
Operating expenses
|
1,423,173
|
1,192,628
|
19.3
|
|
Operating profit
|
23,464
|
31,569
|
(25.7)
|
|
Chemicals Segment
|
||||
Operating revenues
|
546,733
|
437,743
|
24.9
|
|
Operating expenses
|
519,726
|
410,766
|
26.5
|
|
Operating profit
|
27,007
|
26,977
|
0.1
|
|
Corporate and Others
|
||||
Operating revenues
|
1,368,583
|
974,850
|
40.4
|
|
Operating expenses
|
1,377,876
|
979,334
|
40.7
|
|
Operating loss
|
(9,293)
|
(4,484)
|
—
|
|
Elimination of inter-segment (loss)/profit
|
(3,634)
|
(1,655)
|
—
|
|
(1) |
Exploration and Production Segment
|
● |
Resource Tax and special oil income levy increased by RMB 2.8 billion year on year, as a result of increase in crude oil prices;
|
● |
Personnel expenses increased by RMB 2.4 billion year on year;
|
● |
Procurement cost increased by RMB 16.2 billion year on year, as a result of expansion of LNG business and increase in LNG price;
|
● |
Depreciation, depletion and amortisation decreased by RMB 6.5 billion year on year;
|
● |
Impairment losses on long-lived assets decreased by RMB 9.3 billion year on year;
|
(2) |
Refining Segment
|
|
Sales Volume (thousand tonnes)
|
Average realised price (RMB/tonne)
|
||||
|
Year ended 31 December
|
|
Year ended 31 December
|
|
||
|
2018
|
2017
|
Change (%)
|
2018
|
2017
|
Change (%)
|
Gasoline
|
59,746
|
54,273
|
10.1
|
7,386
|
6,538
|
13.0
|
Diesel
|
62,676
|
60,680
|
3.3
|
5,766
|
4,962
|
16.2
|
Kerosene
|
22,418
|
17,080
|
31.3
|
4,515
|
3,527
|
28.0
|
Chemical feedstock
|
38,524
|
36,951
|
4.3
|
3,910
|
3,204
|
22.0
|
Other refined petroleum products
|
61,439
|
58,801
|
4.5
|
3,312
|
2,929
|
13.1
|
(3) |
Marketing and Distribution Segment
|
|
Sales Volume (Thousand tonnes)
|
Average realised price (RMB/tonne)
|
|||||
|
Year ended 31 December
|
|
Year ended 31 December
|
|
|||
|
2018
|
2017
|
Change (%)
|
2018
|
2017
|
Change (%)
|
|
Gasoline
|
88,076
|
83,980
|
4.9
|
7,870
|
6,941
|
13.4
|
|
Retail
|
66,855
|
66,364
|
0.7
|
8,296
|
7,346
|
12.9
|
|
Direct sales and wholesale
|
21,221
|
17,616
|
20.5
|
6,524
|
5,412
|
20.6
|
|
Diesel
|
84,865
|
89,146
|
(4.8)
|
5,998
|
5,039
|
19.0
|
|
Retail
|
43,327
|
44,736
|
(3.1)
|
6,435
|
5,588
|
15.2
|
|
Direct sales and wholesale
|
41,537
|
44,410
|
(6.5)
|
5,541
|
4,486
|
23.5
|
|
Kerosene
|
25,787
|
25,555
|
0.9
|
4,562
|
3,531
|
29.2
|
|
Fuel
|
23,372
|
23,299
|
0.3
|
2,974
|
2,251
|
32.1
|
(4) |
Chemicals Segment
|
|
Sales Volume (Thousand tonnes)
|
Average realised price (RMB/tonne)
|
||||
|
Year ended 31 December
|
|
Year ended 31 December
|
|
||
|
2018
|
2017
|
Change (%)
|
2018
|
2017
|
Change (%)
|
Basic organic chemicals
|
52,450
|
46,351
|
13.2
|
5,281
|
4,684
|
12.7
|
Synthetic fibre monomer and polymer
|
11,252
|
10,332
|
8.9
|
6,978
|
6,047
|
15.4
|
Synthetic resin
|
15,325
|
13,215
|
16.0
|
8,646
|
8,153
|
6.0
|
Synthetic fibre
|
1,314
|
1,304
|
0.8
|
9,712
|
8,556
|
13.5
|
Synthetic rubber
|
1,278
|
1,138
|
12.3
|
10,750
|
11,957
|
(10.1)
|
Chemical fertiliser
|
796
|
700
|
13.7
|
2,093
|
2,008
|
4.2
|
(5) |
Corporate and Others
|
3 |
ASSETS, LIABILITIES, EQUITY AND CASH FLOWS
|
(1) |
Assets, liabilities and equity
|
|
As of
|
As of
|
|
|
|
|
31 December
2018
|
31 December
2017
|
Change
|
|
|
Total assets
|
1,592,308
|
1,595,504
|
(3,196)
|
|
|
Current assets
|
504,120
|
529,049
|
(24,929)
|
|
|
Non-current assets
|
1,088,188
|
1,066,455
|
21,733
|
|
|
Total liabilities
|
735,773
|
742,614
|
(6,841)
|
|
|
Current liabilities
|
565,098
|
579,446
|
(14,348)
|
|
|
Non-current liabilities
|
170,675
|
163,168
|
7,507
|
|
|
Total equity attributable to shareholders of the Company
|
717,284
|
726,120
|
(8,836)
|
|
|
Share capital
|
121,071
|
121,071
|
—
|
|
|
Reserves
|
596,213
|
605,049
|
(8,836)
|
|
|
Non-controlling interests
|
139,251
|
126,770
|
12,481
|
|
|
Total equity
|
856,535
|
852,890
|
3,645
|
|
(2) |
Cash Flow
|
Major items of cash flows
|
Year ended 31 December
|
|
|
|
2018
|
2017
|
|
Net cash generated from operating activities
|
175,868
|
190,935
|
|
Net cash used in investing activities
|
(66,422)
|
(145,323)
|
|
Net cash used in financing activities
|
(111,260)
|
(56,509)
|
|
(3) |
Contingent Liabilities
|
(4) |
Capital Expenditures
|
(5) |
Research & development and environmental expenditures
|
(6) |
Measurement of fair values of derivatives and relevant system
|
Items
|
End of
last year
|
Beginning
of the year
|
End of
the year
|
Profits and losses from
variation of fair
values in the
current year
|
Accumulated
variation of fair
values recorded
as equity
|
Impairment
loss provision
of the
current year
|
Funding
source
|
|
Financial assets at fair value through profit or loss of the reporting period
|
51,196
|
51,196
|
25,732
|
885
|
—
|
—
|
Self-owned fund
|
|
Structured Deposit
|
51,196
|
51,196
|
25,550
|
880
|
—
|
—
|
—
|
|
Stock
|
—
|
—
|
182
|
5
|
—
|
—
|
—
|
|
Available for sale financial assets
|
178
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Stock
|
178
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Derivative financial instruments
|
(522)
|
(522)
|
1,584
|
191
|
—
|
—
|
Self-owned fund
|
|
Cash flow hedges
|
(1,617)
|
(1,617)
|
(7,268)
|
(1,978)
|
(12,500)
|
—
|
Self-owned fund
|
|
Other equity instruments investment
|
—
|
1,676
|
1,450
|
—
|
(53)
|
—
|
Self-owned fund
|
|
Total
|
49,235
|
50,733
|
21,498
|
(902)
|
(12,553)
|
—
|
—
|
4 |
ANALYSIS OF FINANCIAL STATEMENTS PREPARED UNDER CASs
|
(1) |
Under CASs, the operating income and operating profit or loss by reportable segments were as follows:
|
|
Year ended 31 December
|
||
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
|
Operating income
|
|||
Exploration and Production Segment
|
200,191
|
157,505
|
|
Refining Segment
|
1,263,407
|
1,011,853
|
|
Marketing and Distribution Segment
|
1,446,637
|
1,224,197
|
|
Chemicals Segment
|
546,733
|
437,743
|
|
Corporate and Others
|
1,368,583
|
974,850
|
|
Elimination of inter-segment sales
|
(1,934,372)
|
(1,445,955)
|
|
Consolidated operating income
|
2,891,179
|
2,360,193
|
|
Operating (loss)/profit
|
|||
Exploration and Production Segment
|
(11,557)
|
(47,399)
|
|
Refining Segment
|
53,703
|
64,047
|
|
Marketing and Distribution Segment
|
24,106
|
32,011
|
|
Chemicals Segment
|
25,970
|
22,796
|
|
Corporate and Others
|
(8,151)
|
(3,160)
|
|
Elimination of inter-segment sales
|
(3,634)
|
(1,655)
|
|
Financial expenses, investment income, gains/(losses) from changes in fair value, asset disposal
expense and other income
|
21,037
|
20,325
|
|
Consolidated operating profit
|
101,474
|
86,965
|
|
Net profit attributable to equity shareholders of the Company
|
63,089
|
51,119
|
|
(2) |
Financial data prepared under CASs
|
|
As of 31
|
As of 31
|
|
|
December 2018
|
December 2017
|
Change
|
|
RMB million
|
RMB million
|
|
Total assets
|
1,592,308
|
1,595,504
|
(3,196)
|
Non-current liabilities
|
169,551
|
161,988
|
7,563
|
Shareholders’ equity
|
857,659
|
854,070
|
3,589
|
(3) |
The results of the principal operations by segments
|
Segments
|
Operation
income
RMB million
|
Operation cost
RMB million
|
Gross profit
margin* (%)
|
Increase
(decrease) of operation
income on
a year-on-year
basis (%)
|
Increase/
(decrease) of
operation cost
on a year-on-
year basis (%)
|
Increase
(decrease) of gross profit
margin on a
year-on-year
basis (%)
|
Exploration and Production
|
200,191
|
165,444
|
11.6
|
27.1
|
7.3
|
15.1
|
Refining
|
1,263,407
|
952,577
|
6.4
|
24.9
|
35.4
|
(2.2)
|
Marketing and Distribution
|
1,446,637
|
1,355,391
|
6.1
|
18.2
|
20.2
|
(1.5)
|
Chemicals
|
546,733
|
492,991
|
9.4
|
24.9
|
27.7
|
(1.7)
|
Corporate and Others
|
1,368,583
|
1,365,348
|
0.2
|
40.4
|
41.7
|
(1.0)
|
Elimination of inter-segment sales
|
(1,934,372)
|
(1,930,738)
|
N/A
|
N/A
|
N/A
|
N/A
|
Total
|
2,891,179
|
2,401,013
|
8.4
|
22.5
|
27.0
|
(1.5)
|
*: |
Gross profit margin = (operation income – operation cost, tax and surcharges)/operation income.
|
5 |
THE CAUSE AND IMPACT OF THE CHANGE IN THE COMPANY’S ACCOUNTING POLICY
|
6 |
SIGNIFICANT CHANGES IN MAJOR ASSETS DURING THE REPORTING PERIOD
|
1 |
MAJOR PROJECTS
|
(1) |
Tianjin LNG project
|
(2) |
Hainan Refining and Chemical expansion project
|
(3) |
Zhongke integrated refining and chemical project
|
(4) |
Zhenhai Refining & Chemical expansion project
|
(5) |
E-An-Cang gas pipeline project
|
(6) |
Wen 23 gas storage project
|
(7) |
Xinqi pipeline project
|
2 |
CORPORATE BONDS ISSUED AND INTEREST PAYMENTS
|
|
Sinopec Corp.
|
Sinopec Corp.
|
Sinopec Corp
|
|
Bond name
|
2010 Corporate bond
|
2012 Corporate bond
|
2015 Corporate bond (first issue)
|
|
Abbreviation
|
10石化02
|
12石化02
|
15石化01
|
15石化02
|
Code
|
122052
|
122150
|
136039
|
136040
|
Issuance date
|
21 May 2010
|
1 June 2012
|
19 November 2015
|
|
Maturity date
|
21 May 2020
|
1 June 2022
|
19 November 2018
|
19 November 2018
|
Amount issued (RMB billion)
|
9
|
7
|
16
|
4
|
Outstanding balance (RMB billion)
|
9
|
7
|
0
|
4
|
Interest rate (%)
|
4.05
|
4.90
|
3.30
|
3.70
|
Principal and interest repayment
|
Simple interest is calculated and paid on an annual basis without compounding interests. The principal will be paid at maturity with last
installment of interest.
|
|||
Payment of interests
|
Sinopec Corp. had paid in full the interest accrued for the current period interest payment year and 「15石化01」
had been repaid and delisted from the Shanghai Stock Exchange.
|
|||
Investor Qualification Arrangement
|
15石化01 and 15石化02 were publicly offered to qualified investors in accordance with Administration of the Issuance and Trading of Corporate Bonds
|
|||
Listing exchange
|
Shanghai Stock Exchange
|
|||
Corporate bonds trustee
|
China International Capital Corporation Limited
27th-28th Floor, China World Office 2, 1 Jianguomenwai Avenue, Chaoyang District, Beijing
Huang Xu, Zhai Ying
(010) 6505 1166
|
|||
Credit rating agency
|
United Credit Ratings Co., Ltd.
12th Floor, PICC building, No.2 Jianguomenwai Avenue, Chaoyang District, Beijing
|
|||
Use of proceeds
|
Proceeds from the above-mentioned corporate bonds have been used for their designated purpose as disclosed. All the proceeds have been
completely used.
|
|||
Credit rating
|
During the reporting period, United Credit ratings Co., Ltd. provided continuing credit rating for 10石化02, 12石化02, 15石化01 and 15石化02 and reaffirmed AAA credit rating. The long term credit rating and
outlook of the Company remained at AAA and stable respectively. Pursuant to relevant regulations, the Company will publish its latest credit rating results through medias designated by regulators within two months commencing from the
announcement date of annual report.
|
|||
Credit addition mechanism, repayment scheme and other relative events for corporate bonds during the reporting period
|
During the reporting period, there is no credit addition mechanism and change of the repayment arrangement for the above-mentioned corporate
bonds. The Company strictly followed the provisions in the corporate bond prospectus to repay principals and interests of the corporate bonds. The guarantor of 10石化02 and 12石化02 is China Petrochemical Corporation. For more information of the guarantor, please refer to the
annual report of corporate bonds which will be published on website of Shanghai Stock Exchange by China Petrochemical Corporation.
|
|||
Convening of corporate bond holders’ meeting
|
During the reporting period, the bondholders’ meeting has not been convened.
|
|||
Performance of corporate bonds trustee
|
During the durations of the above-mentioned bonds, the bond trustee, China International Capital Corporation Limited, has strictly followed
the Bond Trustee Management Agreement and continuously tracked the Company’s credit status, the use of bond proceeds and repayment of principals and interests of the bond. The bond trustee has also advised the Company to satisfy
obligations as described in the corporate bond prospects and exercised its duty to protect the bondholders’ legitimate rights and interests. The bond trustee is expected to disclose the Trustee Management Affairs Report after the publish
of the Company’s annual report. The details of such report will be available on the website of Shanghai Stock Exchange (http://www.sse.com.cn)
|
|||
Principal data
|
2018
|
2017
|
Change
|
Reasons for change
|
EBITDA (RMB million)
|
216,352
|
207,528
|
8,824
|
Mainly due to the increase of earnings compared with last year
|
Current ratio
|
0.89
|
0.91
|
(0.02)
|
Mainly due to the decrease of account receivable and inventories compared with last year
|
Quick ratio
|
0.57
|
0.59
|
(0.02)
|
Mainly due to the decrease of account receivable, and cash caused by the increase of dividend compared with last year
|
Liability-to-asset ratio (%)
|
46.14
|
46.47
|
(0.33)
Percentage points
|
Mainly due to the decrease of financial leverage by lowering debts compared with last year
|
EBITDA to total debt ratio
|
1.33
|
1.11
|
0.22
|
Mainly due to the increase of EBITDA
|
Interest coverage ratio
|
16.76
|
14.60
|
2.16
|
Mainly due to the increase of EBIT compared with last year
|
Cash flow interest coverage ratio
|
35.92
|
39.11
|
(3.19)
|
Mainly due to the decrease of cash caused by the
|
increase of dividend compared with last year
|
||||
EBITDA-to-interest coverage ratio
|
33.93
|
32.59
|
1.34
|
Mainly due to the increase of EBITDA
|
Loan repayment rate (%)
|
100
|
100
|
—
|
|
Interest payment rate (%)
|
100
|
100
|
—
|
3 |
SHARE OPTION INCENTIVE SCHEME OF SINOPEC CORP.’S SUBSIDIARY, SINOPEC SHANGHAI PETROCHEMICAL COMPANY LIMITED (SHANGHAI PETRO), DURING THE
REPORTING PERIOD
|
(1) |
Summary of the Scheme
|
(2) |
Information on the Initial Grant of the Share Option of Shanghai Petro’s A share (Share Option)
|
(i) |
Initial Grant of the Share Option:
|
(ii) |
The exercise condition of the first exercise period of share option under the first grant
|
(iii) |
The exercise condition of the second exercise period of Share Option under the first grant
|
(iv) |
The exercise condition of the third exercise period of Share Option under the first grant
|
(v) |
Outstanding Share Options held by directors, chief executive and substantial shareholder of Shanghai Petro during the reporting period
|
(vi) |
Outstanding Share Options granted to employees other than the persons mentioned in item (v)
|
(vii) |
Exercise price of the initial grant and the adjustment to the exercise price
|
(viii) |
Validity of and exercise arrangements for the initial grant
|
(ix) |
The progress of share option incentive up to the date of Shanghai Petro’s 2018 annual report
|
4 |
PERFORMANCE OF THE UNDERTAKINGS BY CHINA PETROCHEMICAL CORPORATION
|
Background
|
Type of Undertaking
|
Party
|
Contents
|
Term for performance
|
Whether bears deadline or not
|
Whether strictly performed or
not
|
|
Undertakings related to Initial Public Offerings (IPOs)
|
IPOs
|
China Petrochemical
Corporation
|
1
|
Compliance with the connected transaction agreements;
|
From 22 June 2001
|
No
|
Yes
|
|
|
|
2
|
Solving the issues regarding the legality of land-use rights certificates and property ownership rights certificates within a specified
period of time;
|
|
|
|
|
|
|
3
|
Implementation of the Reorganisation Agreement (please refer to the definition of Reorganisation Agreement in the H share prospectus of
Sinopec Corp.);
|
|
|
|
|
|
|
4
|
Granting licenses for intellectual property rights;
|
|
|
|
|
|
|
5
|
Avoiding competition within the same industry;
|
|
|
|
6
|
Abandonment of business competition and conflicts of interest with Sinopec Corp.
|
||||||
Other undertakings
|
Other
|
China Petrochemical Corporation
|
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, China Petrochemical Corporation hereby grants a 10-year option to Sinopec Corp. with the following provisions: (i) after a thorough analysis from political, economic and other
perspectives, Sinopec Corp. is entitled to require China Petrochemical Corporation to sell its overseas oil and gas assets owned as of the date of the undertaking and still in its possession upon Sinopec Corp.’s exercise of the option to
Sinopec Corp.; (ii) in relation to the overseas oil and gas assets acquired by China Petrochemical Corporation after the issuance of the undertaking, within 10 years of the completion of such acquisition, after a thorough analysis from
political, economic and other perspectives, Sinopec Corp. is entitled to require China Petrochemical Corporation to sell these assets to Sinopec Corp. China Petrochemical Corporation undertakes to transfer the assets as required by
Sinopec Corp. under aforesaid items (i) and (ii) to Sinopec Corp., provided that the exercise of such option complies with applicable laws and regulations, contractual obligations and other procedural requirements.
|
Within 10 years after 29 April 2014 or the date when China Petrochemical Corporation acquires the assets
|
Yes
|
Yes
|
|
5 |
SIGNIFICANT EQUITY INVESTMENT
|
6 |
SIGNIFICANT ASSETS AND EQUITY SALE
|
7 |
MATERIAL GUARANTEE CONTRACTS AND THEIR PERFORMANCE
|
Guarantor
|
Relationship
with the
Company
|
Name of
guaranteed
company
|
Amount
|
Transaction date
(date of signing)
|
Period of guarantee
|
Type
|
Whether
completed
or not
|
Whether
overdue
or not
|
Amount of
overdue
guarantee
|
Counter-
guaranteed
|
Whether guaranteed for
connected parties yes or no)*1
|
Sinopec Corp.
|
The listed company itself
|
Zhongtian Hechuang Energy Co., Ltd
|
12,168
|
25-May-16
|
25 May 2016 -31 December 2023 (the mature date is estimated)
|
Joint liability guarantee
|
No
|
No
|
—
|
No
|
Yes
|
Sinopec Corp.
|
The listed company itself
|
Zhong An United Coal Chemical Co., Ltd.
|
5,033
|
18-Apr-18
|
18 April 2018-31 December 2031
|
Joint liability guarantee
|
No
|
No
|
—
|
No
|
No
|
Sinopec Corp.
|
The listed company itself
|
Yanbu Aramco Sinopec Refining Company(YASREF) Limited
|
No specific amount agreed, guarantee on contract performance
|
31-Dec-14
|
30 years from the date YASRFE requires supply of hydrogen from Air Liquide Arabia LLC.
|
Joint liability guarantee
|
No
|
No
|
—
|
No
|
No
|
SSI
|
Controlled subsidiary
|
New Bright International Development Ltd./ Sonangol E.P./SSI15
|
7,197
|
Joint liability guarantee
|
No
|
No
|
—
|
Yes
|
No
|
||
Total amount of guarantees provided during the reporting period*2
|
5,033
|
||||||||||
Total amount of guarantees outstanding at the end of reporting period*2 (A)
|
21,159
|
||||||||||
Guarantees by the Company to the controlled subsidiaries
|
|||||||||||
Total amount of guarantee provided to controlled subsidiaries during the reporting period
|
—
|
||||||||||
Total amount of guarantee for controlled subsidiaries outstanding at the end of the reporting period (B)
|
11,951
|
||||||||||
Total amount of guarantees for the Company (including those provided for controlled subsidiaries)
|
|||||||||||
Total amount of guarantees(A+B)
|
33,110
|
||||||||||
The proportion of the total amount of guarantees to the Sinopec Corp.’s net assets
|
4.61%
|
||||||||||
Guarantees provided for shareholder, de facto controller and its related parties (C)
|
—
|
||||||||||
Amount of debt guarantees provided directly or indirectly to the companies with liabilities to assets ratio over 70% (D)
|
2,771
|
||||||||||
The amount of guarantees in excess of 50% of the net assets (E)
|
None
|
||||||||||
Total amount of the above three guarantee items (C+D+E)
|
2,771
|
||||||||||
Statement of guarantee undue that might be involved in any joint and several liabilities
|
None
|
||||||||||
Statement of guarantee status
|
None
|
*1: |
As defined in the Listing Rules of the Shanghai Stock Exchange.
|
*2: |
The amount of guarantees provided during the reporting period and the outstanding balance of guarantees amount at the end of the reporting period include the
guarantees provided by the controlled subsidiaries to external parties. The amount of the guarantees provided by these subsidiaries is derived from multiplying the guarantees provided by Sinopec Corp.’s subsidiaries by the percentage
of shareholding of Sinopec Corp. in such subsidiaries.
|
8 |
SPECIFIC STATEMENTS AND INDEPENDENT OPINIONS FROM INDEPENDENT NON-EXECUTIVE DIRECTORS REGARDING EXTERNAL GUARANTEES PROVIDED BY THE COMPANY
DURING AND BY THE END OF 2018:
|
9 |
SIGNIFICANT LITIGATION, ARBITRATION RELATING TO THE COMPANY
|
10 |
INSOLVENCY AND RESTRUCTURING
|
11 |
OTHER MATERIAL CONTRACTS
|
12 |
CREDIBILITY FOR THE COMPANY, CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLER
|
13 |
TRUSTEESHIP, CONTRACTING AND LEASES
|
14 |
ENTRUSTED ASSET MANAGEMENT AND ENTRUSTED LOANS
|
(1) |
Entrusted Asset Management
|
(2) |
Entrusted loansUnit: RMB billion
|
Categories
|
Source of fund
|
Amount
|
Outstanding
Balance
|
Overdue and
uncollected
amount
|
Used for project construction.
|
Self-owned fund
|
0.1244
|
0.5744
|
None
|
Used for working capital
|
Self-owned fund
|
0.154
|
0.381
|
None
|
(3) |
Other asset management and derivative investment
|
15 |
DEPOSITS AT SINOPEC FINANCE CO., LTD. AND SINOPEC CENTURY BRIGHT CAPITAL INVESTMENT, LTD.
|
16 |
APPROPRIATION OF NONOPERATIONAL FUNDS BY THE CONTROLLING SHAREHOLDER AND ITS RELATED PARTIES AND THE PROGRESS FOR CLEARING UP
|
17 |
STRUCTURED ENTITY CONTROLLED BY THE COMPANY
|
18 |
DETAILED IMPLEMENTATION OF THE SHARE INCENTIVE SCHEME DURING THE REPORTING PERIOD
|
19 |
ENVIRONMENTAL PROTECTION SOLUTIONS OF COMPANIES AND THEIR SUBSIDIARIES AS MAJOR POLLUTANT DISCHARGING COMPANIES RECOGNIZED BY ENVIRONMENTAL
PROTECTION DEPARTMENTS
|
20 |
POVERTY ALLEVIATION PROGRAM LAUNCHED BY THE COMPANY
|
(1) |
Targeted Poverty Alleviation Plan
|
(2) |
Overview on 2018 Targeted Poverty Alleviations
|
(3) |
2018 Targeted Poverty Alleviation Work Statistics
|
Index
|
Data
|
|||
I.
|
Overview
|
|||
1.
|
Funds
|
228.47
|
||
2.
|
Number of people lifted out of poverty
|
32,250
|
||
II.
|
Input breakdowns
|
|||
1.
|
Poverty elimination through industrial development
|
|||
1.1
|
Categories of poverty alleviation programs through industrial development
|
☑ Poverty alleviation through agriculture and forestry
development
|
||
☑ Poverty alleviation through tourism development
|
||||
☑ Poverty alleviation through e-commerce
|
||||
|
☑ Poverty alleviation through assets income
|
|||
|
☐ Poverty alleviation through science and technology
development
|
|||
☑ Others
|
||||
1.2
|
Number of poverty alleviation programs
|
1,500
|
||
1.3
|
Input in poverty alleviation projects through industrial development
|
110
|
||
2.
|
Poverty elimination through provision of employment
|
|||
2.1
|
Input in professional skill training
|
4.09
|
||
2.2
|
Participants of professional skill trainings (person time)
|
3,149
|
||
3.
|
Poverty elimination through relocation
|
|||
3.1
|
Number of relocated people
|
545
|
||
3.2
|
Input in relocation
|
6
|
||
4.
|
Poverty elimination through education
|
|
||
4.1
|
Input in students funding
|
3.5
|
||
4.2
|
Number of students who received funding assistance
|
1,374
|
||
4.3
|
Input in education resources in poverty-stricken areas
|
22.33
|
||
5.
|
Poverty alleviation through healthcare
|
|||
5.1
|
Input in medical and health care resources in poverty- stricken areas
|
2.31
|
||
6.
|
Emergency relief
|
|||
6.1
|
Input in emergency relief
|
8.1
|
||
6.2
|
Number of people get assistance
|
6,198
|
||
7.
|
Other input
|
18.25
|
||
III.
|
Consumption assistance
|
|||
1.
|
Procurement Agriculture products from impoverish areas
|
17.7
|
||
2.
|
Assistance on sales of agriculture products from impoverish areas
|
146
|
(4) |
Subsequent targeted poverty alleviation plan
|
21 |
OTHER EVENT
|
1 |
AGREEMENTS CONCERNING CONTINUING CONNECTED TRANSACTIONS BETWEEN SINOPEC CORP. AND CHINA PETROCHEMICAL CORPORATION
|
(1) |
The Company and China Petrochemical Corporation will mutually supply ancillary services for products, production and construction services (Mutual Supply
Agreement)
|
(2) |
China Petrochemical Corporation will provide trademarks, patents and computer software to the Company for use free of charge
|
(3) |
China Petrochemical Corporation will provide cultural and educational, hygienic and community services to the Company (Cultural, Educational, Hygiene and
Auxiliary Services Agreement)
|
(4) |
China Petrochemical Corporation will provide leasing services for lands and certain properties to the Company
|
(5) |
China Petrochemical Corporation will provide comprehensive insurance to the Company
|
(6) |
China Petrochemical Corporation will provide shareholders’ loans to the Company; and
|
(7) |
The Company will provide franchise licenses for service stations to China Petrochemical Corporation.
|
2 |
COMPLIANCE OF DISCLOSURE AND APPROVALS OF CONTINUING CONNECTED TRANSACTIONS BETWEEN THE COMPANY AND SINOPEC GROUP WITH HONG KONG LISTING RULES
AND THE SHANGHAI LISTING RULES
|
3 |
ACTUAL CONTINUING CONNECTED TRANSACTIONS ENTERED INTO BY THE COMPANY DURING THE YEAR
|
(a) |
The government-prescribed price will apply;
|
(b) |
where there is no government-prescribed price but where there is a government-guidance price, the government-guidance price will apply;
|
(c) |
where there is neither a government-prescribed price nor a government-guidance price, the market price will apply; or
|
(d) |
where none of the above is applicable, the price for the provision of the products or services is to be agreed between the relevant parties, which shall be the
reasonable cost incurred in providing the same plus 6% or less of such cost.
|
(a) |
The transactions have been conducted in the ordinary course of the Company’s business.
|
(b) |
The transactions have been entered into based on either of the following terms:
|
i |
normal commercial terms; or
|
ii |
terms not less favorable than those available from or to independent third parties, where there is no available comparison to determine whether such terms are on
normal commercial terms.
|
(c) |
The transactions were conducted pursuant to the terms of relevant agreements, and the terms were fair and reasonable and in the interests of Sinopec Corp. and its
shareholders as a whole.
|
4 |
OTHER SIGNIFICANT CONNECTED TRANSACTIONS OCCURED THIS YEAR
|
5 |
FUNDS PROVIDED BETWEEN RELATED PARTIES
|
|
|
Funds to related parties
|
Funds from related parties
|
||||
Related Parties
|
Relations
|
Balance
at the
beginning
of the year
|
Amount
incurred
|
Balance
at the end
of the year
|
Balance
at the
beginning
of the year
|
Amount
incurred
|
Balance at
the end
of the year
|
Sinopec Group
|
Parent company and affiliated companies*
|
24,038
|
5,377
|
29,415
|
28,268
|
1,964
|
30,232
|
Other related parties
|
Associates and joint ventures
|
1,678
|
(247)
|
1,431
|
38
|
295
|
333
|
Total
|
25,716
|
5,130
|
30,846
|
28,306
|
2,259
|
30,565
|
|
Reason for provision of funds between related parties
|
Loans and other accounts receivable and payable
|
||||||
Impacts on the Company
|
No material negative impact
|
*: |
affiliated companies include subsidiaries, associates and joint ventures.
|
1 |
IMPROVEMENTS IN CORPORATE GOVERNANCE DURING THE REPORTING PERIOD
|
2 |
GENERAL MEETINGS
|
3 |
EQUITY INTERESTS OF DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT
|
4 |
PERFORMANCE OF THE INDEPENDENT DIRECTORS
|
5 |
COMPANY’S INDEPENDENCE FROM CONTROLLING SHAREHOLDER
|
6 |
COMPETITION BETWEEN SINOPEC CORP AND ITS CONTROLLING SHAREHOLDER
|
7 |
IMPROVEMENT AND IMPLEMENTATION OF THE INTERNAL CONTROL SYSTEM
|
8 |
SENIOR MANAGEMENT APPRAISAL AND INCENTIVE SCHEMES
|
9 |
CORPORATE GOVERNANCE REPORT (IN ACCORDANCE WITH HONG KONG LISTING RULES)
|
(1) |
Compliance with the Corporate Governance Code
|
A |
Board of Directors
|
A.1 |
Board of Directors
|
a. |
The Board is the decision-making body of Sinopec Corp. and abides by good corporate governance practices and procedures. All decisions made by the Board are
implemented by the Management of Sinopec Corp.
|
b. |
The meeting of the Board is held at least once a quarter. The Board will usually communicate the time and proposals of the Board meeting 14 days before convening
of the meeting. The relevant documents and materials for Board meetings are usually sent to each Director 10 days in advance. In 2018, Sinopec Corp. held seven Board meetings. For details about each Director’s attendance at the Board
meetings and the general meetings, please refer to the section “Report of the Board of Directors” in this annual report.
|
c. |
Each Director of the Board can submit proposals to be included in the agenda of Board meetings, and each Director is entitled to request other related
information.
|
d. |
The Board has reviewed and evaluated its performance in 2018 and is of the view that the Board made decisions in compliance with domestic and overseas regulatory
authorities’ requirements and the Company’s internal rules; that the Board have considered the suggestions from the Party organisation, Board of Supervisors and Management during its decision making process; and that the Board
safeguarded the rights and interests of Sinopec Corp. and its shareholders.
|
e. |
The Secretary to the Board assists the Directors in handling the daily work of the Board, continuously informs the Directors of any regulations, policies or other
requirements of domestic or overseas regulatory authorities in relation to corporate governance and ensures that the Directors comply with domestic and overseas laws and regulations when performing their duties and responsibilities.
Sinopec Corp. has purchased liability insurance for all Directors to minimise their risks that might incur from the performance of their duties.
|
A.2 |
Chairman and President
|
a. |
The Chairman of the Board is elected by a majority vote of all Directors, and the President is nominated and appointed by the Board. The main duties and
responsibilities of the Chairman and the President are clearly distinguished from each other, and the scope of their respective duties and responsibilities are set out in the Articles of Association. Mr. Dai Houliang serves as
Chairman of the Board and Mr. Ma Yongsheng serves as President of Sinopec Corp.
|
b. |
The Chairman of the Board places great emphasis on communication with the Independent Non-executive Directors. The Chairman independently held three meetings with
the Independent Non-executive Directors in respect of development strategy, corporate governance and operational management, etc. of the Company.
|
c. |
The Chairman encourages open and active discussions. Directors actively and deeply participated in the discussions of significant decisions made by the Board in
the Board meetings.
|
A.3 |
Board composition
|
a. |
For details of the composition of the Board of Directors, please refer to the section “Directors, Supervisors, Other Senior Management and Employees” of this
annual report. The Board has a fairly good diversity. The Executive Directors and Non-executive Director of Sinopec Corp. have petroleum and petrochemical technical background and/or extensive management experience in large-scale
enterprises. The Independent Non-executive Directors are with professional backgrounds in economics, accounting and finance.
|
b. |
Sinopec Corp. has received from each of the Independent Non-executive directors a letter of confirmation for 2018 regarding their compliance with relevant
independence requirements set out in Rule 3.13 of the Hong Kong Listing Rules. Sinopec Corp. considers that each of the Independent Non-executive Directors is independent.
|
A.4 |
Appointment, re-election and dismissal
|
a. |
The term of each session of the Directors of Sinopec Corp. is three years, and the consecutive term of office of an Independent Non-executive Director cannot
exceed six years. For details about the tenure of each director, please refer to the section “Directors, Supervisors, Other Senior Management and Employees”
|
b. |
All Directors of Sinopec Corp. have been elected at the general meeting of shareholders. The Board has no power to appoint temporary Directors.
|
c. |
Sinopec Corp. engages professional consultants to prepare detailed materials for newly elected Directors, to notify them of the regulations of each listing place
of Sinopec Corp. and to remind them of their rights, responsibilities and obligations as Directors.
|
A.5 |
Nomination Committee
|
a. |
As approved at the annual general meeting for the year 2017, the Board of Sinopec Corp. established Nomination Committee, consisting of Chairman of the Board Mr.
Dai Houliang, who served as the Chairman, and Independent Non-Executive Directors Mr. Tang Min and Mr. Ng, Kar Ling Johnny, who served as members. The major responsibilities of Nomination Committee are to provide suggestion on Board’s
size and composition, as well as the selecting standards, procedures and candidates for directors and senior management.
|
b. |
The Board establishes the Board Diversity Policy which stipulates that the members of the Board shall be nominated and appointed based on the skills and
experience for the overall optimum operation of the Board, while taking into account the targets and requirements of the board diversity. When deciding the composition of the Board, Sinopec Corp. shall consider several factors in
relation to the diversity of the Board, including but not limited to profession experience, skills, knowledge, length of service, regions, cultural and educational backgrounds, gender and age.
|
c. |
The members of the Nomination Committee can engage professions when performing its duties. Reasonable costs arising from such consultations are borne by Sinopec
Corp. In the meantime, the Nomination Committee has also appointed consultants member and can require such member to provide advice. The working expenses of the Remuneration Committee are included in the budget of Sinopec Corp.
|
d. |
during the reporting period, the Nomination Committee held two meetings (please refer to “Meetings held by the special committees of the Board” under the section
“Report of the Board of Directors” in this annual report). The review opinions were issued at each meeting and submitted to the Board.
|
A.6 |
Responsibility of Directors
|
a. |
All Non-executive Directors have the same duties and powers as the Executive Directors. In addition, the Independent Non-executive Directors are entitled to
certain specific powers. The Articles of Association and the Rules of Procedure of Board Meetings clearly prescribe the duties and powers of Directors, Non-executive Directors including Independent Non-executive Directors, which are
published on the Sinopec Corp.’s website at http://www.sinopec.com/listco/.
|
b. |
Each of the Directors was able to devote sufficient time and efforts to handling the matters of Sinopec Corp.
|
c. |
Each of the Directors confirmed that he has complied with the Model Code for Securities and Transactions by Directors of Listed Companies during the reporting
period. In addition, Sinopec Corp. formulated the Rules Governing Shares Held by Company Directors, Supervisors and Senior Managers and Changes in Shares and the Model Code of Securities Transactions by Company Employees to regulate
the purchase and sale of Sinopec Corp.’s securities by relevant personnel.
|
d. |
Sinopec Corp. organised and arranged training sessions for Directors and paid the relevant fees as well as making relevant records. The Directors actively
participated in the trainings and paid more attention on continuing professional development program to ensure that their contribution to the Board remains informed and relevant.
|
A.7 |
Provision of and access to information
|
a. |
The agenda and other reference documents for meetings of the Board and Board committees will be distributed prior to the meetings to give each Director sufficient
time to review the materials so that Directors can make informed decisions.
|
b. |
Each Director can obtain all related information in a comprehensive and timely manner. The Secretary to the Board is responsible for organising and preparing the
materials for the Board meetings, including preparation of explanations for each proposal to ensure fully understanding by the Directors. The Management is responsible for providing the Directors with necessary information and
materials. The Director may require the Management, or require, via the Management, relevant departments to provide necessary information or explanations. The Directors may seek advices from professional consultants when necessary.
|
B |
Remuneration and Appraisal Committee
|
a. |
Remuneration and Appraisal Committee (Remuneration Committee) consists of Independent Non-executive Director Mr. Fan Gang, who serves as the Chairman, and
Non-executive Director Mr. Li Yunpeng and Independent Non-executive Director Mr. Ng, Kar Ling Johnny, who serve as the members of the Remuneration Committee. The Remuneration Committee is responsible for reviewing the implementation
of the annual remuneration plans for Directors, Supervisors and other senior Management as approved at the general meeting of the shareholders, and report to the Board.
|
b. |
The Remuneration Committee always consults the Chairman of the Board and the President about the remuneration plans for other Executive Directors. After the
Remuneration Committee’s review, it is of the view that all the Executive Directors of Sinopec Corp. have fulfilled the duty clauses in their service contracts in 2018.
|
c. |
The members of the Remuneration Committee can engage independent professionals when performing its duties. Reasonable costs arising from such consultations are
borne by Sinopec Corp. In the meantime, the Remuneration Committee has also appointed consultants member and can require such member to provide advices. The working expenses of the Remuneration Committee are included in the budget of
Sinopec Corp. According to the policies of Sinopec Corp., the senior Management and relevant departments of Sinopec Corp. must actively cooperate with the Remuneration Committee.
|
d. |
During the reporting period, the Remuneration Committee held one meeting (please refer to “Meetings held by the special committees of the Board” under the section
of “Report of the Board of Directors” in this annual report).
|
C |
Accountability and Auditing
|
C.1 |
Financial reporting
|
a. |
Directors are responsible for supervising the preparation of accounts for each fiscal period to ensure that the accounts truly and fairly reflect the condition of
the business, the performance and the cash flow of the Company during the period. The Board approved the Financial Report for 2018 and warranted that the annual report contained no false representations, no material omissions or
misleading statements and jointly and severally accepted full responsibility for the authenticity, accuracy and completeness of the content.
|
b. |
Sinopec Corp. provides Directors with information about the financial, production and operating data of the Company every month to ensure that the Directors can
learn about the latest developments of the Company in a timely manner.
|
c. |
Sinopec Corp. has adopted an internal control mechanism to ensure that the Management and relevant departments have provided the Board and the Audit Committee
with sufficient financial data and related explanations and materials.
|
d. |
The external auditors of Sinopec Corp. made a statement on their reporting responsibilities in the auditor’s report contained in the financial report.
|
C.2 |
Internal Control and Risk Management
|
a. |
Sinopec Corp. has formulated and implemented its internal control and risk management system. The Board as a decision-making body is responsible for evaluating
and review the effectiveness of its internal control and risk management. The Board and Audit Committee periodically (at least annually) receive reports of the Company regarding internal control and risk management information from
the Management. All major internal control and risk management issues are reported to the Board and Audit Committee. Sinopec Corp. has set up its internal control and risk management department and internal auditing departments, which
are equipped with sufficient staff, and these departments periodically (at least twice per year) report to the Audit Committee. The internal control and risk management system of the Company are designed to manage rather than
eliminate all the risks of the Company.
|
b. |
In terms of internal control, Sinopec Corp. adopted the internal control framework prescribed in the internationally accepted Committee of Sponsoring
Organisations of the Treadway Commission Report (COSO). Based upon the Articles of Association and the applicable management policies currently in effect, as well as in accordance with relevant domestic and overseas applicable
regulations, Sinopec Corp. formulated and continuously improves the Internal Control Manual to achieve internal control of all factors of internal environment, risk assessment, control activities, information and communication, and
internal supervision. At the same time, Sinopec Corp. has constantly supervised and evaluated its internal control, and conducted comprehensive and multi-level inspections including regular test, enterprise self-examination and
auditing check, and included headquarters, branches and subsidiaries into the scope of internal control evaluation, with an internal control evaluation report being produced. The Board annually reviews the internal control evaluation
report. For detailed information about the internal control during the reporting period, please refer to the report on internal control evaluation prepared by Sinopec Corp.
|
c. |
In terms of risk management, Sinopec Corp. adopted the enterprise risk management framework provided by COSO, and established its risk management policy and risk
management organisation system. The Company annually conducts risk evaluation to identify major and important risks and perform risk management duties. It has designed major and important risks tackling measures combined with its
internal control system and periodically monitor their implementation to ensure adequate care, monitor and tackling of major risks.
|
d. |
Based upon the review and evaluation of internal control and risk management of the reporting period, the Board is of the view that the internal control and risk
management of the Company are effective.
|
C.3 |
Audit Committee
|
a. |
The Board has established an Audit Committee. The Audit Committee consists of Independent Non-executive Director Mr. Ng, Kar Ling Johnny, who serves as the
Chairman, and Independent Non-executive Director Mr. Tang Min and Independent Non-executive Director Mr. Cai Hongbin, who serve as members. As verified, none of them has served as a partner or a former partner in our current auditing
firm.
|
b. |
During the reporting period, the Audit Committee held six meetings (please refer to the “Meetings held by the special committees of the Board” under the section
of “Report of the Board of Directors” in this annual report). The review opinions were issued at each meeting and submitted to the Board. During the reporting period, the Board and the Audit Committee had no disagreement.
|
c. |
Audit Committee members can engage independent professionals when performing its duties. Reasonable costs arising from such consultations are borne by Sinopec
Corp. In the meantime, the Audit Committee has appointed consultants members and can request such member to provide advices. The working expenses of the Audit Committee are included in the budget of Sinopec Corp. In accordance with
the policies of Sinopec Corp., the Senior Management and relevant departments of Sinopec Corp. shall actively cooperate with the Audit Committee.
|
d. |
The Audit Committee has reviewed the adequacy and sufficiency of the resources for accounting and financial reporting and the qualifications and experience of the
relevant employees as well as the sufficiency of the training courses provided to relevant employees. Audit Committee is of the view that the Management has fulfilled the duties to establish an effective internal control system. The
Company established a whistle-blowing policy in its internal control system, providing several channels as online reporting, letter reporting, receipt of appeals and a complaint mailbox, etc. to employees to report behavior that
violates the internal control system of the Company. The Audit Committee has reviewed and approved such policy.
|
D |
Delegation of power by the Board
|
a. |
The Board and the Management have clear duties and responsibilities in written rules. The Articles of Association and the Rules of Procedure for the General
Meetings of Shareholders and the Rules of Procedure of the Board Meetings clearly set forth the scope of duties, powers and delegation of power of the Board and Management, which are published on the website of Sinopec Corp. at
http://www.sinopec.com/listco/.
|
b. |
In addition to the Audit Committee, the Remuneration Committee and Nomination Committee, the Board had established the Strategy Committee and the Social
Responsibility Management Committee. The Strategy Committee is responsible for overseeing long-term development strategies and significant investment decisions of the Company. The 7th session Strategy Committee consists of six
directors, including Chairman of the Board Mr. Dai Houliang, who serves as Chairman, as well as Executive Director Mr. Ma Yongsheng, Mr. Ling Yiqun, Mr. Liu Zhongyun and Independent Non-executive Directors Mr. Fan Gang and Mr. Cai
Hongbin, who serve as members. The Social Responsibility Management is responsible for preparing policies, governance, strategies and plans for social responsibility management of the Company. The Social Responsibility Management
Committee consists of three Directors, including Chairman of the Board Mr. Dai Houliang, who serves as Chairman, Independent Non-executive Directors Mr. Tang Min and Mr. Fan Gang, who serve as members.
|
c. |
Each Board Committee is required to report its decisions and recommendations to the Board and has formulated its terms of references. The terms of reference of
the Audit Committee, the Remuneration Committee and the Nomination Committee are published on the website of Sinopec Corp. at http://www.sinopec.com/listco/.
|
E |
Investor Relations
|
a. |
In order to further enhance corporate governance and satisfy business expansion needs of the Company, as approved at the annual general meeting of shareholders
for the year 2017, Sinopec Corp. amends the Articles of Association and its appendix Rules and Procedures of Board Meetings. For more details, please refer to the announcement published in the China Securities Journal, the Shanghai
Securities News and the Securities Times by Sinopec Corp. as well as the website of Shanghai Stock Exchange on 16 May 2018 and the announcement published on the website of the Hong Kong Stock Exchange on 15 May 2018.
|
b. |
Sinopec Corp. pays high attention to investor relations. The team led by management conduct road shows every year to answer questions on subjects of concern to
investors, such as introduction of the development strategies and the production and business performance of the Company. Sinopec Corp. established a department responsible for communicating with investors. In compliance with
regulatory provisions, Sinopec Corp. enhanced communication with investors by holding meetings with institutional investors, setting up an investor hotline and communicating through internet platform.
|
c. |
During the reporting period, separate resolution was proposed for each substantially separate issue at the general meetings. All resolutions were voted by poll to
ensure the interests of all shareholders. Notices of the general meeting were dispatched to shareholders 45 days (excluding the date of the general meeting) in advance.
|
d. |
The Chairman of the Board hosted the annual general meeting for the year 2017 and the first extraordinary general meeting for the year 2018. Some members of the
Board and senior Management attended the meeting and communicated with the investors extensively.
|
e. |
According to relevant rules of Sinopec Corp., the Secretary to the Board is responsible for establishing an effective communication channel between Sinopec Corp.
and its shareholders, for setting up special departments to communicate with the shareholders and for passing the opinions and proposals of the shareholders to the Board and Management in a timely manner. Contact details of Sinopec
Corp. can be found on the Investor Center page on Sinopec Corp’s website.
|
F |
Company Secretary
|
a. |
The Hong Kong Stock Exchange recognized the Secretary to the Board as having the relevant qualifications as company Secretary. Nominated by the Chairman of the
Board and appointed by the Board, the Secretary to the Board is a Senior Management Officer of Sinopec Corp. and responsible for the Company and the Board. The Secretary gives opinions on corporate governance to the Board and arranges
orientation training and professional development for the Directors.
|
b. |
During the reporting period, the Secretary to the Board actively participated in career development training with more than 15 training hours.
|
G |
Shareholders’ rights
|
a. |
Shareholders who individually or collectively hold 10% of the total voting shares of Sinopec Corp. may request the Board in writing to convene the general meeting
of shareholders. If the Board fails to approve the request to convene the meeting according to the Rules of Procedure for General Meetings of Shareholders, the shareholders may convene and hold the meeting at their discretion
according to applicable laws, and reasonable expenses incurred will be borne by Sinopec Corp. These provisions are subject to the following conditions: the proposals at the general meeting of shareholders must fall within the
responsibilities of the general meeting of shareholders, with specific proposals and resolutions and in compliance with relevant laws, administrative regulations and the Articles of Association.
|
b. |
When Sinopec Corp. holds the general meeting of shareholders, shareholders who individually or collectively hold 3% of the total voting shares of Sinopec Corp.
may propose a supplemental proposal 10 days before the date of the general meeting.
|
c. |
The eligibility for attending the general meeting, the rights of shareholders, the proposals at the meeting and the voting procedures are clearly stated in the
notice of the general meeting of Sinopec Corp. dispatched to the shareholders.
|
d. |
Sinopec Corp. established special organisation in charge of communication with shareholders and published relevant contact details to facilitate shareholders to
make enquiries pursuant to Articles of Association.
|
(2) |
Auditors
|
(3) |
Other information about Sinopec Corp.’s corporate governance
|
1 |
MEETINGS OF THE BOARD
|
(1) |
The 16th meeting of the sixth session of the Board was held by written resolution on 8 February 2018, whereby the proposals in relation to the appointment of
senior management of the Company and the revision of the internal control manual (version 2018) were approved at the meeting.
|
(2) |
The 17th meeting of the sixth session of the Board was held by on site meeting and via video conference on 23 March 2018, whereby the proposals in relation to the
following matters were approved: (i) the Work Report of the sixth session of the Board, (ii) the Work Report of the sixth Session of the Senior Management, (iii) Financial results and business performance of the Company for the year
2017(including a. provision for impairment for the year 2017; b. The connected transactions for the year 2017; c. Profit distribution plan for the year 2017; d. Audit costs for the year 2017; e. the report of Risk Assessment for
Capital Deposits at Finance Company and Century Bright Company), (iv) 2017 Communication on Progress for Sustainable Development of Sinopec Corp., (v) Financial Statements of Sinopec Corp. for the year 2017, (vi) Annual Report and
form 20F of the Company for the year 2017, (vii) Internal control assessment report of Sinopec Corp. for the year 2017, (viii)Re-appointment of external auditors of Sinopec Corp. for the year of 2018 and to authorise the Board to
determine their remunerations, (ix) Provision of Guarantee for Zhong An United Coal Chemical Co., Ltd. by Sinopec Corp. (x) the service contracts between Sinopec Corp. and the Directors of the seventh session of the Board (including
emolument provisions) and service contracts between Sinopec Corp. and the Supervisors of the seventh session of the Board of Supervisors(including emolument provisions) (xi) the establishment of Board committees (xii) the amendments
to the Articles of Association of Sinopec Corp. (xiii) the amendments to the rules and procedures of the Board meetings, (xiv)the re-election of the Board of Directors, (xv) the re-election of the Board of Supervisors, (xvi)to
authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2018, (xvii)authorising the Board to determine the proposed plan for issuance of debt financing instrument(s) (xviii) granting to the
Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp., (xix)Convening the annual general meeting of Sinopec Corp. for the year 2017 and to dispatch the notice of the annual general
meeting.
|
(3) |
The 18th meeting of the sixth session of the Board was held by written resolution on 26 April 2018, whereby the proposal in relation to the first quarterly
results of the Company for the three months ended 31 March 2018 was approved.
|
(4) |
The 1st meeting of the seventh session of the Board was held by on site meeting on 15 May 2018, whereby the proposals in relation to the following matters were
approved: (i) the election of the Chairman of the seventh session of the Board, (ii) the adjustment of members of the Board Committees including Strategy Committee, Audit Committee, Remuneration Committee,Nomination Committee and
Social Responsibility Management Committee, (iii) the appointment of the President of Sinopec Corp., (iv) the appointment of Senior Vice Presidents, Chief Financial Officer and Vice Presidents of Sinopec Corp., (v) the appointment of
the Secretary to the Board, the authorised representative of Sinopec Corp. to Hong Kong Stock Exchange and the representative on securities matters. And authorise the Secretary to the Board to handle the above-mentioned matters and to
sign relevant documents.
|
(5) |
The 2nd meeting of the seventh session of the Board was held by written resolution on 10 July 2018, whereby the proposal on the proposed establishment of Sinopec
Capital by Sinopec Corp. with China Petrochemical Corporation was approved.
|
(6) |
The 3rd meeting of the seventh session of the Board was held by on site meeting on 24 August 2018, whereby the proposals in relation to the following matters were
approved: (i) the report on the fulfillment of the key targets for the first half of the year 2018 and the work arrangements for the second half of the year 2018, (ii) Financial results and business performance of the Company for the
first half of the year 2018 (including a. the 2018 interim dividend distribution plan; b. the report of Risk Assessment for Capital Deposits at Finance Company and Century Bright Company), (iii) the financial statements for the first
half of the year 2018, (iv) interim report for the six months ended 30 June 2018, (v) Three years rolling development plan of Sinopec Corp. (2018 to 2020). (vi) to propose to the general meeting for election of the Directors of the
Board. (vii) the continuing connected transactions for three years from 2019 to 2021 (viii) to propose to the general meeting for election of the first extraordinary general meeting of Sinopec Corp. for the year 2018 and to dispatch
the notice of the meeting.
|
(7) |
The 4th meeting of the seventh session of the Board was held by written resolution on 30 October 2018, whereby the proposals in relation to (i) the third
quarterly report for three months ended 30 September 2018, (ii) the nomination and appointment of the President of Sinopec Corp., (iii) the appointment of Senior Vice Presidents of Sinopec Corp. were approved.
|
2 |
IMPLEMENTATION OF RESOLUTIONS APPROVED AT THE GENERAL MEETINGS OF SHAREHOLDERS BY THE BOARD
|
3 |
DIRECTORS’ ATTENDANCE TO THE BOARD MEETINGS AND TO THE GENERAL MEETINGS.
|
(1) |
The Directors’ attendance to the sixth session of the Board Meetings and the General Meeting.
|
Director Titles
|
Names
|
Board Meetings
|
General Meetings.
|
|||||
|
|
No. of
meeting held
|
Actual
Attendance
|
Attended By
communication
|
Attended
by proxy
|
Absent
|
No. of
meeting held
|
Actual
Attendance
|
Vice Chairman
|
Dai Houliang
|
3
|
1
|
2
|
0
|
0
|
1
|
1
|
Director
|
Li Yunpeng
|
3
|
1
|
2
|
0
|
0
|
1
|
1
|
Director
|
Wang Zhigang
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Director
|
Zhang Haichao
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Director
|
Jiao Fangzheng
|
3
|
0
|
2
|
1
|
0
|
1
|
1
|
Director
|
Ma Yongsheng
|
3
|
0
|
2
|
1
|
0
|
1
|
0
|
Independent Director
|
Jiang Xiaoming
|
3
|
1
|
2
|
0
|
0
|
1
|
0
|
Independent Director
|
Andrew Y. Yan
|
3
|
1
|
2
|
0
|
0
|
1
|
0
|
Independent Director
|
Tang Min
|
3
|
1
|
2
|
0
|
0
|
1
|
1
|
Independent Director
|
Fan Gang
|
3
|
0
|
2
|
1
|
0
|
1
|
0
|
(2) |
The Directors’ attendance to the seventh session of the Board Meeting and the General Meeting.
|
Director Titles
|
Names
|
Board Meetings
|
General Meetings.
|
|||||
|
|
No. of
meeting held
|
Actual
Attendance
|
Attended By
communication
|
Attended
by proxy
|
Absent
|
No. of
meeting held
|
Actual
Attendance
|
Chairman
|
Dai Houliang
|
4
|
2
|
2
|
0
|
0
|
1
|
1
|
Director
|
Li Yunpeng
|
4
|
2
|
2
|
0
|
0
|
1
|
0
|
Director
|
Yu Baocai
|
1
|
0
|
1
|
0
|
0
|
0
|
0
|
Director
|
Jiao Fangzheng
|
1
|
1
|
0
|
0
|
0
|
0
|
0
|
Director
|
Ma Yongsheng
|
4
|
0
|
2
|
2
|
0
|
1
|
0
|
Director
|
Ling Yiqun
|
4
|
1
|
2
|
1
|
0
|
1
|
1
|
Director
|
Liu Zhongyun
|
4
|
1
|
2
|
1
|
0
|
1
|
0
|
Director
|
Li Yong
|
4
|
1
|
2
|
1
|
0
|
1
|
1
|
Independent Director
|
Tang Min
|
4
|
1
|
2
|
1
|
0
|
1
|
1
|
Independent Director
|
Fan Gang
|
4
|
2
|
2
|
0
|
0
|
1
|
0
|
Independent Director
|
Cai Hongbin
|
4
|
1
|
2
|
1
|
0
|
1
|
0
|
Independent Director
|
Ng, Kar Ling Johnny
|
4
|
2
|
2
|
0
|
0
|
1
|
0
|
1. |
No directors were absent from two consecutive Board meetings.
|
2. |
Mr Wang Zhigang, Mr. Zhang Haichao resigned as directors of the Board on 29 January 2018.
|
3. |
Mr. Jiao Fangzheng resigned as director of the Board on 7 June 2018.
|
4. |
Independent Director Mr. Jiang Xiaoming, Mr. Andrew Y. Yan have not been directors of the board since 15 May 2018.
|
5. |
Pursuant to the Hong Kong Listing Rules, attended by proxy was not counted as attendance by the director himself.
|
4 |
MEETINGS HELD BY THE BOARD COMMITTEES
|
(1) |
The 11th meeting of the sixth session of the Audit Committee was held by written resolutions on 8 February 2018, whereby the proposal in relation to the revision
of the internal control manual (version 2018) was approved at the meeting.
|
(2) |
The 12th meeting of the sixth session of the Audit Committee was held by on site meeting on 21 March 2018, whereby the following matters were approved at the
meeting: (i) Financial results, business performance and other related matters of the Company for the year 2017 (including a. provision for impairment for the year 2017; b. the connected transactions for the year 2017; c. profit
distribution plan for the year 2017; d. audit costs for the year 2017; e. the report of Risk Assessment for Capital Deposits at Finance Company and Century Bright Company), (ii) Annual Report and 20F for the year 2017; (iii) Financial
Statements of Sinopec Corp. for the year 2017; (iv) Internal control assessment report of the Company for the year 2017; (v) Work report on the internal auditing for the year 2017. Reports on the auditing work of the financial
statements for the year 2017 prepared by the domestic and overseas auditors were also reviewed at the meeting.
|
(3) |
The 13th meeting of the sixth session of Audit Committee was held by written resolution on 26 April 2018, whereby the first quarterly report for three months
ended 31 March 2018 was approved at the meeting.
|
(4) |
The 1st meeting of the seventh session of Audit Committee was held by written resolution on 10 July 2018, whereby the proposal in relation to the the proposed
establishment of Sinopec Capital by Sinopec Corp. with China Petrochemical Corporation was approved.
|
(5) |
The 2nd meeting of the seventh session of Audit Committee was held by on site meeting on 22 August 2018, whereby (i) Financial statements for the first half year
of 2018; (ii)Interim report for the first half year of 2018; (iii) Business performance and financial results of the first half year of 2018; (iv) Reports on internal auditing work for the first half year of 2018;. (v) the continuing
connected transactions for three years from 2019 to 2021 were approved at the meeting.
|
(6) |
The 3rd meeting of the seventh session of the Audit Committee was held by written resolution on 29 October 2018, whereby the third quarterly report for three
months ended 30 September 2018 was approved at the meeting.
|
(7) |
The 5th meeting of the sixth session of the Strategy Committee was held by written resolution on 21 March 2018, whereby the proposal in relation to the proposed
2018 investments plan was approved at the meeting.
|
(8) |
The 1st meeting of the seventh session of the Strategy Committee was held by written resolution on 22 August 2018, whereby the proposal in relation to three years
rolling development plan of Sinopec Corp. (2018-2020) was approved at the meeting.
|
(9) |
The 3rd meeting of the sixth session of the Remuneration Committee was held by written resolution on 21 March 2018, whereby the proposals in relation to
implementation of the remuneration rules for directors, supervisors and other senior management for 2017 and the report of the remuneration for directors of the seventh session of the Board and for supervisors of the seventh session
of the Board of Supervisors were reviewed and approved at the meeting.
|
(10) |
The 3rd meeting of the sixth session of the Social Responsibility Management Committee was held by written resolution on 21 March 2018, whereby the 2017
Communication on Progress for the Sustainable Development of Sinopec Corp. was approved at the meeting.
|
(11) |
The 1st meeting of the seventh session of the Remuneration Committee was held by written resolution on 22 August 2018, whereby the proposal in relation to the
election of the directors of the Board for general meeting’s approval was approved.
|
(12) |
The 2nd meeting of the seventh session of the Remuneration Committee was held by written resolution on 29 October 2018, whereby the proposals in relation to the
appointment of the President and Senior Vice Presidents of Sinopec Corp. were approved.
|
5 |
BOARD COMMITTEES HAVE ISSUED REVIEW OPINIONS WITHOUT ANY OBJECTION TO THE BOARD WHEN PERFORMING THEIR DUTIES DURING THE REPORT PERIOD.
|
6 |
BUSINESS PERFORMANCE
|
7 |
DIVIDEND
|
|
2018
|
2017
|
2016
|
Cash dividends (RMB/Share, tax inclusive)
|
0.42
|
0.50
|
0.249
|
Total amount of cash dividends (RMB billion, tax inclusive)
|
50.85
|
60.54
|
30.15
|
Net profits attributed to the shareholders of the listed company shown in the consolidated
statement for the dividend year (RMB billion)
|
61.618
|
51.12
|
46.42
|
Ratio between the dividends and the net profit attributed to the shareholders of the listed
company in the consolidated statement (%)
|
82.52
|
118.42
|
64.95
|
Note: |
The final cash dividend for 2018 is subject to the approval at the 2018 annual general meeting.
|
8 |
RESPONSIBILITIES FOR THE COMPANY’S INTERNAL CONTROL
|
9 |
DURING THIS REPORTING PERIOD, THE IMPLEMTATION OF ENVIRONMENTAL POLICIES BY THE COMPANY
|
10 |
DURING THIS REPORTING PERIOD, THE COMPANY DID NOT VIOLATE LAWS OR REGULATIONS WHICH HAVE A MATERIAL IMPACT ON THE COMPANY
|
11 |
MAJOR SUPPLIERS AND CUSTOMERS
|
12 |
BANK LOANS AND OTHER BORROWINGS
|
13 |
FIXED ASSETS
|
14 |
RESERVES
|
15 |
DONATIONS
|
16 |
PRE-EMPTIVE RIGHTS
|
17 |
REPURCHASE, SALES AND REDEMPTION OF SHARES
|
18 |
DIRECTORS’ INTERESTS IN COMPETING BUSINESS
|
19 |
DIRECTORS’ INTERESTS IN CONTRACTS
|
20 |
MANAGEMENT CONTRACTS
|
21 |
PERMITTED INDEMNITY PROVISIONS
|
22 |
EQUITY-LINKED AGREEMENTS
|
23 |
OIL & GAS RESERVE APPRAISAL PRINCIPLES
|
24 |
CORE COMPETITIVENESS ANALYSIS
|
25 |
RISK FACTORS
|
1 |
INTRODUCTION OF DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT
|
(1) |
Directors
|
Name
|
Gender
|
Age
|
Position in Sinopec Corp.
|
Tenure
|
Remuneration paid by in 2018 (RMB 1,000, before tax)
|
Whether paid by the holding Company
|
Equity interests in Sinopec Corp.
|
|
(as at 31 December)
|
||||||||
2018
|
2017
|
|||||||
Dai Houliang
|
Male
|
55
|
Chairman
|
2009.05-2021.05
|
467.8
|
No
|
0
|
0
|
Li Yunpeng
|
Male
|
59
|
Board Director
|
2017.06-2021.05
|
—
|
Yes
|
0
|
0
|
Yu Baocai
|
Male
|
53
|
Board Director
|
2018.10-2021.05
|
—
|
Yes
|
0
|
0
|
Ma Yongsheng
|
Male
|
57
|
Board Director,
President
|
2016.02-2021.05
|
394.6
|
No
|
0
|
0
|
Ling Yiqun
|
Male
|
56
|
Board Director,
Senior Vice President
|
2018.05-2021.05
|
—
|
Yes
|
13,000
|
13,000
|
Liu Zhongyun
|
Male
|
55
|
Board Director,
Senior Vice President
|
2018.05-2021.05
|
—
|
Yes
|
0
|
0
|
Li Yong
|
Male
|
55
|
Board Director
|
2018.05-2021.05
|
—
|
Yes
|
0
|
0
|
Tang Min
|
Male
|
65
|
Independent Director
|
2015.05-2021.05
|
333.3
|
No
|
0
|
0
|
Fan Gang
|
Male
|
65
|
Independent Director
|
2015.05-2021.05
|
333.3
|
No
|
0
|
0
|
Cai Hongbin
|
Male
|
51
|
Independent Director
|
2018.05-2021.05
|
233.3
|
No
|
0
|
0
|
Ng, Kar Ling Johnny
|
Male
|
58
|
Independent Director
|
2018.05-2021.05
|
233.3
|
No
|
0
|
0
|
Name
|
Gender
|
Age
|
Position in Sinopec Corp.
|
Tenure
|
Remuneration paid by in 2018
(RMB 1,000, before tax)
|
Whether paid by the holding Company
|
Equity interests in Sinopec Corp.
|
|
(as at 31 December)
|
||||||||
2018
|
2017
|
|||||||
Wang Zhigang
|
Male
|
61
|
Former Director and
Senior Vice President
|
2006.05-2018.01
|
48.29
|
No
|
0
|
0
|
Zhang Haichao
|
Male
|
61
|
Former Director and
Senior Vice President
|
2015.05-2018.01
|
—
|
Yes
|
0
|
0
|
Jiao Fangzheng
|
Male
|
56
|
Former Director and
Senior Vice President
|
2015.05-2018.06
|
—
|
Yes
|
0
|
0
|
Jiang Xiaoming
|
Male
|
65
|
Former Independent
Director
|
2012.05-2018.05
|
12.50
|
No
|
0
|
0
|
Yan Yan
|
Male
|
61
|
Former Independent
Director
|
2012.05-2018.05
|
12.50
|
No
|
0
|
0
|
Note |
1: Mr. Dai Houliang received remuneration from the Company from January 2018 to October 2018.
|
(2) |
Supervisors
|
Name
|
Gender
|
Age
|
Position in Sinopec Corp.
|
Tenure
|
Remuneration paid by in 2018 (RMB 1,000, before tax)
|
Whether paid by the holding Company
|
Equity interests in Sinopec Corp.
|
|
(as at 31 December)
|
||||||||
2018
|
2017
|
|||||||
Zhao Dong
|
Male
|
48
|
Chairman of the
Board of Supervisors
|
2017.06-2021.05
|
—
|
Yes
|
0
|
0
|
Jiang Zhenying
|
Male
|
54
|
Supervisor
|
2018.05-2021.05
|
—
|
Yes
|
0
|
0
|
Yang Changjiang
|
Male
|
58
|
Supervisor
|
2018.05-2021.05
|
—
|
Yes
|
0
|
0
|
Zhang Baolong
|
Male
|
59
|
Supervisor
|
2018.05-2021.05
|
—
|
Yes
|
0
|
0
|
Zou Huiping
|
Male
|
58
|
Supervisor
|
2006.05-2021.05
|
1,034.7
|
No
|
0
|
0
|
Zhou Hengyou
|
Male
|
55
|
Employee’s Representative Supervisor
|
2018.05-2021.05
|
340.8
|
No
|
0
|
0
|
Yu Xizhi
|
Male
|
56
|
Employee’s Representative Supervisor
|
2017.06-2021.05
|
1,008.6
|
No
|
0
|
0
|
Yu Renming
|
Male
|
55
|
Employee’s Representative Supervisor
|
2010.12-2021.05
|
984.1
|
No
|
0
|
0
|
Name
|
Gender
|
Age
|
Position in Sinopec Corp.
|
Tenure
|
Remuneration paid by in 2018 (RMB 1,000, before tax)
|
Whether paid by the holding Company
|
Equity interests in Sinopec Corp.
|
|
(as at 31 December)
|
||||||||
2018
|
2017
|
|||||||
Liu Zhongyun
|
Male
|
55
|
Former Supervisors
|
2015.05-2018.02
|
—
|
Yes
|
0
|
0
|
Zhou Hengyou
|
Male
|
55
|
Former Supervisors
|
2015.05-2018.05
|
—
|
Yes
|
||
Jiang Zhenying
|
Male
|
54
|
Former Employee’s
Representative
Supervisor
|
2010.12-2018.05
|
—
|
Yes
|
0
|
0
|
(3) |
Other Members of Senior Management
|
Position in
|
Remuneration
paid by
Sinopec Corp.
in 2018
(RMB 1,000,
|
Whether paid by the holding
|
Equity interests in Sinopec Corp.
(as of 31 December)
|
||||
Name
|
Gender
|
Age
|
Sinopec Corp.
|
before tax)
|
Company
|
2018
|
2017
|
Lei Dianwu
|
Male
|
56
|
Senior Vice President
|
1,155.6
|
No
|
0
|
0
|
Chen Ge
|
Male
|
56
|
Senior Vice President
|
129.7
|
No
|
0
|
0
|
Wang Dehua
|
Male
|
52
|
CFO
|
1,130.0
|
No
|
0
|
0
|
Zhao Rifeng
|
Male
|
56
|
Vice President
|
606.6
|
No
|
0
|
0
|
Huang Wensheng
|
Male
|
52
|
Vice President, Board Secretary
|
1,130.0
|
No
|
0
|
0
|
Position in
|
Remuneration
paid by
Sinopec Corp.
in 2018
(RMB 1,000,
|
Whether
paid by
the holding
|
Equity interests in Sinopec Corp.
(as of 31 December)
|
||||
Name
|
Gender
|
Age
|
Sinopec Corp.
|
before tax)
|
Company
|
2018
|
2017
|
Chang Zhenyong
|
Male
|
60
|
Former Vice President
|
749
|
No
|
0
|
0
|
Note: |
Mr. Chen Ge receives remuneration from the Company since November 2018.
|
2 |
INFORMATION ON APPOINTMENT OR TERMINATION OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
|
3 |
CHANGE OF SHAREHOLDING OF DIRECTORS, SUPERVISORS, AND THE SENIOR MANAGEMENT
|
4 |
CONTRACTRAL INTERESTS OF DIRECTORS AND SUPERVISORS
|
5 |
REMUNERATION OF DIRECTORS, SUPERVISORS, AND THE SENIOR MANAGEMENT
|
6 |
THE COMPANY’S EMPLOYEES
|
7 |
CHANGES OF CORE TECHNICAL TEAM OR KEY TECHNICIANS
|
8 |
EMPLOYEE BENEFITS SCHEME
|
9 |
REMUNERATION POLICY
|
10 |
TRAINNING PROGRAMS
|
Name of Company
|
Registered Capital
RMB million
|
Percentage of shares held by Sinopec Corp.
(%)
|
Total Assets
RMB million
|
Net Assets
RMB million
|
Net Profit/(Net Loss)
RMB million
|
Principal Activities
|
Sinopec International Petroleum Exploration and Production Limited
|
8,000
|
100
|
54,751
|
23,218
|
3,272
|
Investment in exploration, production and sale of petroleum and natural gas
|
Sinopec Great Wall Energy & Chemical Company Limited
|
22,761
|
100
|
32,972
|
14,997
|
(1,574)
|
Coal chemical industry investment management, production and sale of coal chemical products
|
Sinopec Yangzi Petrochemical Company Limited
|
15,651
|
100
|
30,453
|
18,919
|
3,692
|
Manufacturing of intermediate petrochemical products and petroleum products
|
Sinopec Pipeline Storage & Transportation Company Limited
|
12,000
|
100
|
39,182
|
22,648
|
2,685
|
Pipeline storage and transportation of crude oil
|
Sinopec Yizheng Chemical Fibre Limited Liability Company
|
4,000
|
100
|
8,041
|
5,459
|
101
|
Production and sale of polyester chips and polyester fibres
|
Sinopec Lubricant Company Limited
|
3,374
|
100
|
9,247
|
3,926
|
382
|
Production and sale of refined petroleum products, lubricant base oil, and petrochemical materials
|
Sinopec Qingdao Petrochemical Company Limited
|
1,595
|
100
|
3,640
|
549
|
319
|
Manufacturing of intermediate petrochemical products and petroleum products
|
Sinopec Chemical Sales Company Limited
|
1,000
|
100
|
17,773
|
3,248
|
1,279
|
Marketing and distribution of petrochemical products
|
China International United Petroleum and Chemical Company Limited
|
3,000
|
100
|
176,748
|
22,749
|
(4,024)
|
Trading of crude oil and petrochemical products
|
Sinopec Overseas Investment Holding Limited
|
USD 1,662 million
|
100
|
26,832
|
12,802
|
245
|
Overseas investment holding
|
Sinopec Catalyst Company Limited
|
1,500
|
100
|
9,694
|
4,712
|
683
|
Production and sale of catalyst products
|
China Petrochemical International Company Limited
|
1,400
|
100
|
14,533
|
4,104
|
712
|
Trading of petrochemical products
|
Sinopec Beihai Refining and Chemical Limited Liability Company
|
5,294
|
98.98
|
17,173
|
11,657
|
2,433
|
Import and processing of crude oil, production, storage and sale of petroleum products and petrochemical products
|
Sinopec Qingdao Refining and Chemical Company Limited
|
5,000
|
85
|
20,174
|
12,066
|
3,564
|
Manufacturing of intermediate petrochemical products and petroleum products
|
Sinopec Hainan Refining and Chemical Company Limited
|
3,986
|
75
|
21,239
|
10,329
|
2,619
|
Manufacturing of intermediate petrochemical products and petroleum products
|
Sinopec Marketing Co., Limited
|
28,403
|
70.42
|
391,923
|
208,071
|
21,995
|
Marketing and distribution of refined petroleum products
|
Sinopec Shanghai SECCO Petrochemical Company Limited
|
7,801
|
67.6
|
21,839
|
17,908
|
3,099
|
Production and sale of petrochemical products
|
Sinopec-SK(Wuhan) Petrochemical Company Limited
|
6,270
|
65
|
15,363
|
13,029
|
1,879
|
Production, sale, research and development of ethylene and downstream by-products
|
Sinopec Kantons Holdings Limited
|
HKD 248 million
|
60.33
|
14,104
|
10,250
|
1,065
|
Oil jetty and nature gas pipeline transportation service
|
Sinopec Shanghai Gaoqiao Petroleum and Chemical Limited
|
10,000
|
55
|
31,710
|
15,225
|
3,282
|
Manufacturing of intermediate petrochemical products and petroleum products
|
Sinopec Shanghai Petrochemical Company Limited
|
10,824
|
50.44
|
44,540
|
30,487
|
5,277
|
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and petroleum products
|
Fujian Petrochemical Company Limited
|
8,140
|
50
|
12,260
|
11,523
|
1,595
|
Manufacturing of plastics, intermediate petrochemical products and petroleum products
|
Note | 1: | All above subsidiaries except Fujian Petrochemical Company Limited are audited by PricewaterhouseCoopers Zhong Tian LLP or PricewaterhouseCoopers in 2018. KPMG Huazhen LLP served the exception. |
2: |
The above indicated total assets and net profit has been prepared in accordance with CASs. Except for Sinopec Kantons Holdings Limited and Sinopec Overseas
Investment Holdings Ltd, which are incorporated in Bermuda and Hong Kong SAR, respectively, all of the above wholly-owned and non-wholly-owned subsidiaries are incorporated in the PRC. All of the above wholly-owned and controlling
subsidiaries are limited liability companies except for Sinopec Shanghai Petrochemical Company Limited, Sinopec Marketing Co., Limited and Sinopec Kantons Holdings Limited. The Board of Directors considered that it would be redundant
to disclose the particulars of all subsidiaries and, therefore, only those which have material impact on the results or assets of Sinopec Corp. are set out above.
|
● |
Recoverability of the carrying amount of fixed assets relating to oil and gas producing activities
|
● |
Net realisable value (NRV) of crude oil, finished goods and work in progress of refined oil products
|
Key Audit Matter
|
How our audit addressed the Key Audit Matter
|
|
|
Recoverability of the carrying amount of fixed assets relating to oil and gas producing
activities
Refer to Note 13 “Fixed assets”, Note 42 “Impairment losses”, and Note 53 “Principal accounting estimates and
judgements” to the consolidated financial statements.
Decrease in prices of international crude oil in the fourth quarter of the year ended 31 December 2018 gave rise
to possible indication that the carrying amount of fixed assets relating to oil and gas producing activities as at 31 December 2018 might be impaired. The Group has adopted discounted future cash flow to determine the respective
recoverable amounts of fixed assets relating to oil and gas producing activities, which involved key estimations or assumptions including:
– Future crude oil prices;
– Future production profiles;
– Future cost profiles; and
– Discount rates.
Because of the significance of the carrying amount of fixed assets relating to oil and gas producing activities as
at 31 December 2018, together with the use of significant estimations or assumptions in determining their respective discounted cash flow, we had placed our audit emphasis on this matter.
|
In auditing the respective discounted cash flow of fixed assets relating to oil and gas producing activities, we performed the following
key procedures on the relevant discounted cash flow projections prepared by management:
● Evaluated
and tested the key controls in respect of the preparation of the discounted cash flow projections of fixed assets relating to oil and gas producing activities.
● Assessed
the methodology adopted in, and tested mathematical accuracy of the discounted cash flow projections.
● Compared
estimates of future crude oil prices adopted by the Group against a range of reputable published crude oil price forecasts.
● Compared
the future production profiles against the oil and gas reserve estimation report approved by the management. Evaluated the competence, capability and objectivity of the management’s experts engaged in estimating the oil and gas reserves.
Assessed key estimations or assumptions used in the reserve estimation, by reference to historical data, management plans and/or reputable external data.
● Compared
the future cost profiles against historical costs and relevant budgets of the Group.
● Tested
selected other key data inputs, such as natural gas prices and production profiles in the projections by reference to historical data and/or relevant budgets of the Group.
● Independently
estimated a range of relevant discount rates, and found that the discount rates adopted by management were within the range.
● Evaluated
the sensitivity analyses prepared by the Group, and assessed the potential impacts of a range of possible outcomes.
Based on our work, we found the key assumptions and input data adopted were supported by the evidence we obtained.
|
Key Audit Matter
|
How our audit addressed the Key Audit Matter
|
|
|
Net realisable value (NRV) of crude oil, finished goods and work in progress of refined oil
products
Refer to Note 3(4) “Inventories”, Note 11 “Inventories” and Note 53 “Principal accounting estimates and
judgements” to the consolidated financial statements.
Decrease in prices of international crude oil along with its highly-correlated products, such as refined oil
products in the fourth quarter of the year ended 31 December 2018 gave rise to the risk that net realisable values of crude oil, finished goods and work in progress of refined oil products were lower than their respective book values as
at 31 December 2018.
Management has determined the NRVs of crude oil, finished goods and work in progress of refined oil products based
on the respective estimated selling prices less the estimated costs to completion, other necessary costs of sales and the related taxes, which involved key estimations or assumptions including:
– Estimated selling prices;
– Estimated costs to completion, other necessary costs of sales and related taxes.
Because of the significance of the book value of crude oil, finished goods and work in progress of refined oil
products as at 31 December 2018, together with the use of significant estimations or assumptions in determining their respective NRVs, we had placed our audit emphasis on this matter.
|
In auditing the NRVs of crude oil, finished goods and work in progress of refined oil products, we performed the following key procedures
on the inventory NRV models prepared by the management.
● Evaluated
and tested the key controls, relating to the preparation of the NRV models of crude oil, finished goods and work in progress of refined oil products.
● Assessed
the methodology adopted in, and tested mathematical accuracy of the NRV models.
● On
a sampling basis, compared the estimated selling prices of inventories used in the NRV models against the recently realised selling prices, and the prices available on domestic and international markets.
● On
a sampling basis, compared the costs to completion, other necessary costs of sales and related taxes against historical data of the Group.
Based on the work, we found that the key assumptions and data adopted in the NRV models were supported by the evidence we obtained.
|
● |
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
|
● |
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
|
● |
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
|
● |
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists relating to events or conditions that may cast significant doubt on Sinopec Corp.’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in these financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause Sinopec Corp. to cease to continue as a going concern.
|
● |
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.
|
● |
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Sinopec Corp. to express an
opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
|
PricewaterhouseCoopers Zhong Tian LLP
|
Signing CPA
|
Zhao Jianrong
|
Shanghai, the People’s Republic of China
|
(Engagement Partner)
|
|
22 March 2019
|
Signing CPA
|
Xu Xia
|
(A) |
FINANCIAL STATEMENTS PREPARED UNDER CHINA ACCOUNTING STANDARDS FOR
BUSINESS ENTERPRISES CONSOLIDATED BALANCE SHEET
as at 31 December 2018 |
|
Notes
|
At 31 December
|
At 31 December
|
At 1 January
|
|
|
|
2018
|
2017
|
2017
|
|
|
|
RMB million
|
RMB million
|
RMB million
|
|
Assets
|
|||||
Current assets
|
|||||
Cash at bank and on hand
|
5
|
167,015
|
165,004
|
142,497
|
|
Financial assets held for trading
|
6
|
25,732
|
51,196
|
—
|
|
Derivative financial assets
|
7
|
7,887
|
526
|
762
|
|
Bills receivable and accounts receivable
|
8
|
64,879
|
84,701
|
63,486
|
|
Prepayments
|
9
|
5,937
|
4,901
|
3,749
|
|
Other receivables
|
10
|
25,312
|
15,941
|
24,834
|
|
Inventories
|
11
|
184,584
|
186,693
|
156,511
|
|
Other current assets
|
22,774
|
20,087
|
20,422
|
||
Total current assets
|
504,120
|
529,049
|
412,261
|
||
Non-current assets
|
|||||
Available-for-sale financial assets
|
—
|
1,676
|
11,408
|
||
Long-term equity investments
|
12
|
145,721
|
131,087
|
116,812
|
|
Other equity instrument investments
|
1,450
|
—
|
—
|
||
Fixed assets
|
13
|
617,812
|
650,920
|
690,594
|
|
Construction in progress
|
14
|
136,963
|
118,645
|
129,581
|
|
Intangible assets
|
15
|
103,855
|
97,126
|
85,023
|
|
Goodwill
|
16
|
8,676
|
8,634
|
6,353
|
|
Long-term deferred expenses
|
17
|
15,659
|
14,720
|
13,537
|
|
Deferred tax assets
|
18
|
21,694
|
15,131
|
7,214
|
|
Other non-current assets
|
19
|
36,358
|
28,516
|
25,826
|
|
Total non-current assets
|
1,088,188
|
1,066,455
|
1,086,348
|
||
Total assets
|
1,592,308
|
1,595,504
|
1,498,609
|
||
Liabilities and shareholders’ equity
|
|||||
Current liabilities
|
|||||
Short-term loans
|
21
|
44,692
|
54,701
|
30,374
|
|
Derivative financial liabilties
|
7
|
13,571
|
2,665
|
4,472
|
|
Bills payable and accounts payable
|
22
|
192,757
|
206,535
|
180,129
|
|
Advances from customers
|
3(26)
|
—
|
120,734
|
95,928
|
|
Contract liabilities
|
23
|
124,793
|
—
|
—
|
|
Employee benefits payable
|
24
|
7,312
|
7,162
|
1,618
|
|
Taxes payable
|
25
|
87,060
|
71,940
|
52,886
|
|
Other payables
|
26
|
77,463
|
89,028
|
75,164
|
|
Short-term debentures payable
|
—
|
—
|
6,000
|
||
Non-current liabilities due within one year
|
27
|
17,450
|
26,681
|
38,972
|
|
Total current liabilities
|
565,098
|
579,446
|
485,543
|
||
Non-current liabilities
|
|||||
Long-term loans
|
28
|
61,576
|
67,754
|
62,461
|
|
Debentures payable
|
29
|
31,951
|
31,370
|
54,985
|
|
Provisions
|
30
|
42,800
|
39,958
|
39,298
|
|
Deferred tax liabilities
|
18
|
5,948
|
6,466
|
7,661
|
|
Other non-current liabilities
|
31
|
27,276
|
16,440
|
16,136
|
|
Total non-current liabilities
|
169,551
|
161,988
|
180,541
|
||
Total liabilities
|
734,649
|
741,434
|
666,084
|
||
Shareholders’ equity
|
|||||
Share capital
|
32
|
121,071
|
121,071
|
121,071
|
|
Capital reserve
|
33
|
119,192
|
119,557
|
119,525
|
|
Other comprehensive income
|
34
|
(6,774)
|
(4,413)
|
(932)
|
|
Specific reserve
|
1,706
|
888
|
765
|
||
Surplus reserves
|
35
|
203,678
|
199,682
|
196,640
|
|
Retained earnings
|
279,482
|
290,459
|
275,163
|
||
Total equity attributable to shareholders of the Company
|
718,355
|
727,244
|
712,232
|
||
Minority interests
|
139,304
|
126,826
|
120,293
|
||
Total shareholders’ equity
|
857,659
|
854,070
|
832,525
|
||
Total liabilities and shareholders’ equity
|
1,592,308
|
1,595,504
|
1,498,609
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Notes
|
At 31 December
|
At 31 December
|
At 1 January
|
|
|
|
2018
|
2017
|
2017
|
|
|
|
RMB million
|
RMB million
|
RMB million
|
|
Assets
|
|||||
Current assets
|
|||||
Cash at bank and on hand
|
82,879
|
92,545
|
98,250
|
||
Financial assets held for trading
|
22,500
|
48,179
|
—
|
||
Bills receivable and accounts receivable
|
8
|
30,145
|
37,766
|
38,803
|
|
Prepayments
|
9
|
2,488
|
4,429
|
3,454
|
|
Other receivables
|
10
|
57,432
|
63,820
|
45,643
|
|
Inventories
|
45,825
|
44,933
|
46,942
|
||
Other current assets
|
15,835
|
27,189
|
32,743
|
||
Total current assets
|
257,104
|
318,861
|
265,835
|
||
Non-current assets
|
|||||
Available-for-sale financial assets
|
—
|
395
|
297
|
||
Long-term equity investments
|
12
|
289,207
|
275,557
|
268,451
|
|
Other equity instrument investments
|
395
|
—
|
—
|
||
Fixed assets
|
13
|
302,082
|
329,814
|
373,020
|
|
Construction in progress
|
14
|
51,598
|
50,046
|
49,277
|
|
Intangible assets
|
8,571
|
8,340
|
7,913
|
||
Long-term deferred expenses
|
2,480
|
1,958
|
1,980
|
||
Deferred tax assets
|
11,021
|
6,834
|
—
|
||
Other non-current assets
|
9,145
|
10,690
|
10,952
|
||
Total non-current assets
|
674,499
|
683,634
|
711,890
|
||
Total assets
|
931,603
|
1,002,495
|
977,725
|
||
Liabilities and shareholders’ equity
|
|||||
Current liabilities
|
|||||
Short-term loans
|
3,961
|
17,330
|
9,256
|
||
Derivative financial liabilties
|
967
|
—
|
—
|
||
Bills payable and accounts payable
|
84,418
|
86,604
|
78,548
|
||
Advances from customers
|
3(26)
|
—
|
3,413
|
2,360
|
|
Contract liabilities
|
4,230
|
—
|
—
|
||
Employee benefits payable
|
4,294
|
4,854
|
312
|
||
Taxes payable
|
54,764
|
42,549
|
32,423
|
||
Other payables
|
119,514
|
143,274
|
113,841
|
||
Short-term debentures payable
|
—
|
—
|
6,000
|
||
Non-current liabilities due within one year
|
16,729
|
19,539
|
38,082
|
||
Total current liabilities
|
288,877
|
317,563
|
280,822
|
||
Non-current liabilities
|
|||||
Long-term loans
|
48,104
|
63,667
|
58,448
|
||
Debentures payable
|
20,000
|
20,000
|
36,000
|
||
Provisions
|
33,094
|
31,405
|
29,767
|
||
Deferred tax liabilities
|
—
|
—
|
505
|
||
Other non-current liabilities
|
4,332
|
2,591
|
2,607
|
||
Total non-current liabilities
|
105,530
|
117,663
|
127,327
|
||
Total liabilities
|
394,407
|
435,226
|
408,149
|
||
Shareholders’ equity
|
|||||
Share capital
|
121,071
|
121,071
|
121,071
|
||
Capital reserve
|
68,795
|
68,789
|
68,769
|
||
Other comprehensive income
|
(485)
|
196
|
263
|
||
Specific reserve
|
989
|
482
|
393
|
||
Surplus reserves
|
203,678
|
199,682
|
196,640
|
||
Retained earnings
|
143,148
|
177,049
|
182,440
|
||
Total shareholders’ equity
|
537,196
|
567,269
|
569,576
|
||
Total liabilities and shareholders’ equity
|
931,603
|
1,002,495
|
977,725
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Notes
|
2018
|
2017
|
|
|
|
RMB million
|
RMB million
|
|
Operating income
|
36
|
2,891,179
|
2,360,193
|
|
Less:
|
Operating costs
|
36/39
|
2,401,012
|
1,890,398
|
Taxes and surcharges
|
37
|
246,498
|
235,292
|
|
Selling and distribution expenses
|
39
|
59,396
|
56,055
|
|
General and administrative expenses
|
39
|
73,390
|
72,505
|
|
Research and development expenses
|
39/40
|
7,956
|
6,423
|
|
Financial expenses
|
38
|
(1,001)
|
1,560
|
|
Exploration expenses, including dry holes
|
39/41
|
10,744
|
11,089
|
|
Impairment losses
|
42
|
11,605
|
21,791
|
|
Credit impairment losses
|
141
|
—
|
||
Add:
|
Other income
|
43
|
6,694
|
4,356
|
Investment income
|
44
|
11,428
|
19,060
|
|
Gains/(losses) from changes in fair value
|
45
|
2,656
|
(13)
|
|
Asset disposal expense
|
(742)
|
(1,518)
|
||
Operating profit
|
101,474
|
86,965
|
||
Add:
|
Non-operating income
|
46
|
2,070
|
1,317
|
Less:
|
Non-operating expenses
|
47
|
3,042
|
1,709
|
Profit before taxation
|
100,502
|
86,573
|
||
Less:
|
Income tax expense
|
48
|
20,213
|
16,279
|
Net profit
|
80,289
|
70,294
|
||
Classification by going concern:
|
||||
Continuous operating net profit
|
80,289
|
70,294
|
||
Termination of net profit
|
—
|
—
|
||
Classification by ownership:
|
||||
Equity shareholders of the Company
|
63,089
|
51,119
|
||
Minority interests
|
17,200
|
19,175
|
||
Basic earnings per share
|
60
|
0.521
|
0.422
|
|
Diluted earnings per share
|
60
|
0.521
|
0.422
|
|
Other comprehensive income
|
34
|
|||
Items that may not be reclassified subsequently to profit or loss
|
|
|
|
|
Changes in fair value of other equity instrument investments
|
(53)
|
—
|
||
Items that may be reclassified subsequently to profit or loss
|
|
|
|
|
Other comprehensive income that can be converted into profit or loss under the equity method
|
(229)
|
1,053
|
||
Changes in fair value of available-for-sale financial assets
|
—
|
(57)
|
||
Cash flow hedges
|
(9,741)
|
(1,580)
|
||
Foreign currency translation differences
|
3,399
|
(3,792)
|
||
Total other comprehensive income
|
(6,624)
|
(4,376)
|
||
Total comprehensive income
|
73,665
|
65,918
|
||
Attributable to:
|
||||
Equity shareholders of the Company
|
55,471
|
47,638
|
||
Minority interests
|
18,194
|
18,280
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Note
|
2018
|
2017
|
|
|
|
RMB million
|
RMB million
|
|
Operating income
|
36
|
1,058,493
|
857,478
|
|
Less:
|
Operating costs
|
36
|
812,355
|
633,114
|
Taxes and surcharges
|
168,905
|
158,480
|
||
Selling and distribution expenses
|
3,078
|
2,670
|
||
General and administrative expenses
|
36,169
|
39,537
|
||
Research and development expenses
|
7,453
|
5,445
|
||
Financial expenses
|
1,029
|
2,642
|
||
Exploration expenses, including dry holes
|
9,796
|
10,614
|
||
Impairment losses
|
6,766
|
14,372
|
||
Credit impairment losses
|
42
|
—
|
||
Add:
|
Other income
|
2,777
|
1,784
|
|
Investment income
|
44
|
28,336
|
38,058
|
|
(Losses)/gains from changes in fair value
|
(20)
|
179
|
||
Asset disposal income/(expense)
|
12
|
(887)
|
||
Operating profit
|
44,005
|
29,738
|
||
Add: Non-operating income
|
599
|
474
|
||
Less: Non-operating expenses
|
1,687
|
725
|
||
Profit before taxation
|
42,917
|
29,487
|
||
Less: Income tax expense
|
2,960
|
(928)
|
||
Net profit
|
39,957
|
30,415
|
||
Classification by going concern:
|
||||
Continuous operating net profit
|
39,957
|
30,415
|
||
Termination of net profit
|
—
|
—
|
||
Other comprehensive income
|
||||
Items that may be reclassified subsequently to profit or loss
|
||||
Other comprehensive loss that can be converted into profit or loss under the equity method
|
(64)
|
(120)
|
||
Cash flow hedges
|
(617)
|
53
|
||
Total other comprehensive income
|
(681)
|
(67)
|
||
Total comprehensive income
|
39,276
|
30,348
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
Note
|
2018
|
2017
|
||
|
RMB million
|
RMB million
|
||
Cash flows from operating activities:
|
||||
Cash received from sale of goods and rendering of services
|
3,189,004
|
2,644,126
|
||
Refund of taxes and levies
|
1,681
|
2,158
|
||
Other cash received relating to operating activities
|
90,625
|
57,287
|
||
Sub-total of cash inflows
|
3,281,310
|
2,703,571
|
||
Cash paid for goods and services
|
(2,565,392)
|
(2,041,977)
|
||
Cash paid to and for employees
|
(77,048)
|
(68,260)
|
||
Payments of taxes and levies
|
(329,387)
|
(328,304)
|
||
Other cash paid relating to operating activities
|
(133,615)
|
(74,095)
|
||
Sub-total of cash outflows
|
(3,105,442)
|
(2,512,636)
|
||
Net cash flow from operating activities
|
50(a)
|
175,868
|
190,935
|
|
Cash flows from investing activities:
|
||||
Cash received from disposal of investments
|
56,546
|
4,729
|
||
Cash received from returns on investments
|
10,720
|
8,506
|
||
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
|
9,666
|
1,313
|
||
Other cash received relating to investing activities
|
87,696
|
52,304
|
||
Net cash received from disposal of subsidiaries and other business entities
|
11
|
80
|
||
Sub-total of cash inflows
|
164,639
|
66,932
|
||
Cash paid for acquisition of fixed assets, intangible assets and other long-term assets
|
(103,014)
|
(70,948)
|
||
Cash paid for acquisition of investments
|
(39,666)
|
(57,627)
|
||
Other cash paid relating to investing activities
|
(85,193)
|
(82,392)
|
||
Net cash paid for the acquisition of subsidiaries and other business entities
|
(3,188)
|
(1,288)
|
||
Sub-total of cash outflows
|
(231,061)
|
(212,255)
|
||
Net cash flow from investing activities
|
(66,422)
|
(145,323)
|
||
Cash flows from financing activities:
|
||||
Cash received from capital contributions
|
1,886
|
946
|
||
Including: Cash received from minority shareholders’ capital contributions to subsidiaries
|
1,886
|
946
|
||
Cash received from borrowings
|
746,655
|
524,843
|
||
Other cash received relating to financing activities
|
190
|
—
|
||
Sub-total of cash inflows
|
748,731
|
525,789
|
||
Cash repayments of borrowings
|
(772,072)
|
(536,380)
|
||
Cash paid for dividends, profits distribution or interest
|
(87,483)
|
(45,763)
|
||
Including: Subsidiaries’ cash payments for distribution of dividends or profits to minority shareholders
|
(13,700)
|
(7,539)
|
||
Other cash paid relating to financing activities
|
(436)
|
(155)
|
||
Sub-total of cash outflows
|
(859,991)
|
(582,298)
|
||
Net cash flow from financing activities
|
(111,260)
|
(56,509)
|
||
Effects of changes in foreign exchange rate
|
518
|
(353)
|
||
Net decrease in cash and cash equivalents
|
50(b)
|
(1,296)
|
(11,250)
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Note
|
2018
|
2017
|
|
|
|
RMB million
|
RMB million
|
|
Cash flows from operating activities:
|
||||
Cash received from sale of goods and rendering of services
|
1,228,816
|
1,000,467
|
||
Refund of taxes and levies
|
1,481
|
1,304
|
||
Other cash received relating to operating activities
|
19,380
|
42,913
|
||
Sub-total of cash inflows
|
1,249,677
|
1,044,684
|
||
Cash paid for goods and services
|
(867,259)
|
(653,412)
|
||
Cash paid to and for employees
|
(41,770)
|
(37,054)
|
||
Payments of taxes and levies
|
(206,305)
|
(200,995)
|
||
Other cash paid relating to operating activities
|
(26,211)
|
(35,502)
|
||
Sub-total of cash outflows
|
(1,141,545)
|
(926,963)
|
||
Net cash flow from operating activities
|
108,132
|
117,721
|
||
Cash flows from investing activities:
|
||||
Cash received from disposal of investments
|
65,930
|
18,919
|
||
Cash received from returns on investments
|
43,693
|
23,842
|
||
Net cash received from disposal of fixed assets, intangible assets and other long-term assets
|
2,838
|
252
|
||
Other cash received relating to investing activities
|
28,724
|
23,270
|
||
Net cash received from disposal of subsidiaries and other business entities
|
—
|
1
|
||
Sub-total of cash inflows
|
141,185
|
66,284
|
||
Cash paid for acquisition of fixed assets, intangible assets and other long-term assets
|
(54,792)
|
(37,139)
|
||
Cash paid for acquisition of investments
|
(40,169)
|
(66,913)
|
||
Other cash paid relating to investing activities
|
(28,759)
|
(30,116)
|
||
Sub-total of cash outflows
|
(123,720)
|
(134,168)
|
||
Net cash flow from investing activities
|
17,465
|
(67,884)
|
||
Cash flows from financing activities:
|
||||
Cash received from borrowings
|
109,915
|
106,407
|
||
Sub-total of cash inflows
|
109,915
|
106,407
|
||
Cash repayments of borrowings
|
(176,757)
|
(133,663)
|
||
Cash paid for dividends or interest
|
(71,944)
|
(38,392)
|
||
Sub-total of cash outflows
|
(248,701)
|
(172,055)
|
||
Net cash flow from financing activities
|
(138,786)
|
(65,648)
|
||
Net decrease in cash and cash equivalents
|
(13,189)
|
(15,811)
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Share capital
|
Capital reserve
|
Other comprehensive income
|
Specific reserve
|
Surplus reserves
|
Retained earnings
|
Total shareholders’ equity attributable to equity shareholders of the Company
|
Minority interests
|
Total shareholders’ equity
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
Balance at 1 January 2017
|
121,071
|
119,525
|
(932)
|
765
|
196,640
|
275,163
|
712,232
|
120,293
|
832,525
|
|
Change for the year
|
||||||||||
1.
|
Net profit
|
—
|
—
|
—
|
—
|
—
|
51,119
|
51,119
|
19,175
|
70,294
|
2.
|
Other comprehensive income (Note 34)
|
—
|
—
|
(3,481)
|
—
|
—
|
—
|
(3,481)
|
(895)
|
(4,376)
|
Total comprehensive income
|
—
|
—
|
(3,481)
|
—
|
—
|
51,119
|
47,638
|
18,280
|
65,918
|
|
Transactions with owners, recorded directly in shareholders’ equity:
|
||||||||||
3.
|
Appropriations of profits:
|
|||||||||
– Appropriations for surplus reserves
|
—
|
—
|
—
|
—
|
3,042
|
(3,042)
|
—
|
—
|
—
|
|
– Distributions to shareholders (Note 49)
|
—
|
—
|
—
|
—
|
—
|
(32,689)
|
(32,689)
|
—
|
(32,689)
|
|
4.
|
Transaction with minority interests
|
—
|
(13)
|
—
|
—
|
—
|
—
|
(13)
|
724
|
711
|
5.
|
Distributions to minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(12,501)
|
(12,501)
|
Total transactions with owners, recorded directly in shareholders’ equity
|
—
|
(13)
|
—
|
—
|
3,042
|
(35,731)
|
(32,702)
|
(11,777)
|
(44,479)
|
|
6.
|
Net increase in specific reserve for the year
|
—
|
—
|
—
|
123
|
—
|
—
|
123
|
3
|
126
|
7.
|
Others
|
—
|
45
|
—
|
—
|
—
|
(92)
|
(47)
|
27
|
(20)
|
Balance at 31 December 2017
|
121,071
|
119,557
|
(4,413)
|
888
|
199,682
|
290,459
|
727,244
|
126,826
|
854,070
|
|
Balance at 31 December 2017
|
121,071
|
119,557
|
(4,413)
|
888
|
199,682
|
290,459
|
727,244
|
126,826
|
854,070
|
|
Change in accounting policy (Note 3(26))
|
—
|
—
|
(12)
|
—
|
—
|
12
|
—
|
—
|
—
|
|
Balance at 1 January 2018
|
121,071
|
119,557
|
(4,425)
|
888
|
199,682
|
290,471
|
727,244
|
126,826
|
854,070
|
|
Change for the year
|
||||||||||
1.
|
Net profit
|
—
|
—
|
—
|
—
|
—
|
63,089
|
63,089
|
17,200
|
80,289
|
2.
|
Other comprehensive income (Note 34)
|
—
|
—
|
(7,618)
|
—
|
—
|
—
|
(7,618)
|
994
|
(6,624)
|
Total comprehensive income
|
—
|
—
|
(7,618)
|
—
|
—
|
63,089
|
55,471
|
18,194
|
73,665
|
|
Amounts transferred to cash flow hedge reserves initially recognised by hedged items
|
—
|
—
|
5,269
|
—
|
—
|
—
|
5,269
|
—
|
5,269
|
|
Transactions with owners, recorded directly in shareholders’ equity:
|
||||||||||
3.
|
Appropriations of profits:
|
|||||||||
– Appropriations for surplus reserves
|
—
|
—
|
—
|
—
|
3,996
|
(3,996)
|
—
|
—
|
—
|
|
– Distributions to shareholders (Note 49)
|
—
|
—
|
—
|
—
|
—
|
(67,799)
|
(67,799)
|
—
|
(67,799)
|
|
4.
|
Transaction with minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,060
|
2,060
|
5.
|
Contributions to subsidiaries from non-controlling interests
|
—
|
(12)
|
—
|
—
|
—
|
—
|
(12)
|
(299)
|
(311)
|
6.
|
Distributions to minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,476)
|
(7,476)
|
Total transactions with owners, recorded directly in shareholders’ equity
|
—
|
(12)
|
—
|
—
|
3,996
|
(71,795)
|
(67,811)
|
(5,715)
|
(73,526)
|
|
7.
|
Net increase in specific reserve for the year
|
—
|
—
|
—
|
818
|
—
|
—
|
818
|
91
|
909
|
8.
|
Others
|
—
|
(353)
|
—
|
—
|
—
|
(2,283)
|
(2,636)
|
(92)
|
(2,728)
|
Balance at 31 December 2018
|
121,071
|
119,192
|
(6,774)
|
1,706
|
203,678
|
279,482
|
718,355
|
139,304
|
857,659
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Share
capital
|
Capital
reserve
|
Other
comprehensive
income
|
Specific
reserve
|
Surplus
reserves
|
Retained
earnings
|
Total
shareholders’
equity
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
Balance at 1 January 2017
|
121,071
|
68,769
|
263
|
393
|
196,640
|
182,440
|
569,576
|
|
Change for the year
|
||||||||
1.
|
Net profit
|
—
|
—
|
—
|
—
|
—
|
30,415
|
30,415
|
2.
|
Other comprehensive income
|
—
|
—
|
(67)
|
—
|
—
|
—
|
(67)
|
Total comprehensive income
|
—
|
—
|
(67)
|
—
|
—
|
30,415
|
30,348
|
|
Transactions with owners, recorded directly in shareholders’ equity:
|
||||||||
3.
|
Appropriations of profits:
|
|||||||
– Appropriation for surplus reserves
|
—
|
—
|
—
|
—
|
3,042
|
(3,042)
|
—
|
|
–Distributions to shareholders (Note 49)
|
—
|
—
|
—
|
—
|
—
|
(32,689)
|
(32,689)
|
|
Total transactions with owners, recorded directly in shareholders’ equity
|
—
|
—
|
—
|
—
|
3,042
|
(35,731)
|
(32,689)
|
|
4.
|
Net increase in specific reserve for the year
|
—
|
—
|
—
|
89
|
—
|
—
|
89
|
5.
|
Others
|
—
|
20
|
—
|
—
|
—
|
(75)
|
(55)
|
Balance at 31 December 2017
|
121,071
|
68,789
|
196
|
482
|
199,682
|
177,049
|
567,269
|
|
Balance at 31 December 2017
|
121,071
|
68,789
|
196
|
482
|
199,682
|
177,049
|
567,269
|
|
Change in accounting policy (Note 3(26))
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|
Balance at 1 January 2018
|
121,071
|
68,789
|
196
|
482
|
199,682
|
177,049
|
567,269
|
|
Change for the year
|
||||||||
1.
|
Net profit
|
—
|
—
|
—
|
—
|
—
|
39,957
|
39,957
|
2.
|
Other comprehensive income
|
—
|
—
|
(681)
|
—
|
—
|
—
|
(681)
|
Total comprehensive income
|
—
|
—
|
(681)
|
—
|
—
|
39,957
|
39,276
|
|
Transactions with owners, recorded directly in shareholders’ equity:
|
||||||||
3.
|
Appropriations of profits:
|
|||||||
– Appropriation for surplus reserves
|
—
|
—
|
—
|
—
|
3,996
|
(3,996)
|
—
|
|
– Distributions to shareholders (Note 49)
|
—
|
—
|
—
|
—
|
—
|
(67,799)
|
(67,799)
|
|
Total transactions with owners, recorded directly in shareholders’ equity
|
—
|
—
|
—
|
—
|
3,996
|
(71,795)
|
(67,799)
|
|
4.
|
Net increase in specific reserve for the year
|
—
|
—
|
—
|
507
|
—
|
—
|
507
|
5.
|
Others
|
—
|
6
|
—
|
—
|
—
|
(2,063)
|
(2,057)
|
Balance at 31 December 2018
|
121,071
|
68,795
|
(485)
|
989
|
203,678
|
143,148
|
537,196
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
1 |
STATUS OF THE COMPANY
|
(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 chemical.
|
2 |
BASIS OF PREPARATION
|
(1) |
Statement of compliance of China Accounting Standards for Business Enterprises (“CASs”)
|
(2) |
Accounting period
|
(3) |
Measurement basis
|
— |
Financial assets held for trading (see Note 3(10))
|
— |
Other equity instrument investments (see Note 3(10))
|
— |
Derivative financial instruments (see Note 3(10))
|
(4) |
Functional currency and presentation currency
|
3 |
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
|
(b) |
Business combination involving entities not under common control
|
(c) |
Method for preparation of consolidated financial statements
|
3 |
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)
|
(2) |
Transactions in foreign currencies and translation of financial statements in foreign currencies
|
(3) |
Cash and cash equivalents
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(4) |
Inventories
|
(5) |
Long-term equity investments
|
(a) |
Investment in subsidiaries
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(5) |
Long-term equity investments (Continued)
|
(b) |
Investment in joint ventures and associates
|
(c) |
The impairment assessment method and provision accrual on investment
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(6) |
Fixed assets and construction in progress
|
|
Estimated useful life
|
Estimated rate of residual value
|
Plants and buildings
|
12-50 years
|
3%
|
Equipment, machinery and others
|
4-30 years
|
3%
|
(7) |
Oil and gas properties
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(8) |
Intangible assets
|
(9) |
Goodwill
|
(10) |
Financial Instruments
|
(a) |
Financial assets
|
(i) |
Classification and measurement
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(10) |
Financial Instruments (Continued)
|
(a) |
Financial assets (Continued)
|
(ii) |
Impairment
|
(iii) |
Derecognition
|
(b) |
Financial liabilities
|
(c) |
Determination of fair value
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(10) |
Financial Instruments (Continued)
|
(d) |
Derivative financial instruments and hedge accounting
|
(1) |
There is an economic relationship between the hedged item and the hedging instrument, which shares a risk and that gives rise to opposite changes in fair value
that tend to offset each other.
|
(2) |
The effect of credit risk does not dominate the value changes that result from that economic relationship.
|
(3) |
The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of
the hedging instrument that the entity actually uses to hedge that quantity of hedged item. However, that designation shall not reflect an imbalance between the weightings of the hedged item and the hedging instrument.
|
— |
Cash flow hedges
|
— |
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.
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(11) |
Impairment of other non-financial long-term assets
|
(12) |
Long-term deferred expenses
|
(13) |
Employee benefits
|
(a) |
Short term compensation
|
(b) |
Post-employment benefits
|
(c) |
Termination benefits
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(14) |
Income tax
|
— |
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.
|
(15) |
Provisions
|
(16) |
Revenue recognition
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(17) |
Government grants
|
(18) |
Borrowing costs
|
(19) |
Repairs and maintenance expenses
|
(20) |
Environmental expenditures
|
(21) |
Research and development costs
|
(22) |
Operating leases
|
(23) |
Dividends
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(24) |
Related parties
|
(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) |
joint ventures of the Group, including subsidiaries of the joint ventures;
|
(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.
|
(25) |
Segment reporting
|
● |
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.
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(26) |
Changes in significant accounting policies
|
(a) |
MOF issued Cai Kuai [2018] No. 15 “Announcement of the revision of general enterprise financial statements format for 2018”. The Group has adopted the above
guidelines to prepare the financial statements of 2018. The comparative financial statements of 2017 have been adjusted.
|
(i) |
The impact to the Group’s financial statements is as follows:
|
|
|
31 December
2017
|
1 January
2017
|
Contents and reasons of the changes
|
Item
|
RMB million
|
RMB million
|
The Group combined presents bills receivable
|
Bills receivable and accounts receivable
|
84,701
|
63,486
|
and accounts receivable into bills
|
Accounts receivable
|
(68,494)
|
(50,289)
|
and accounts receivable
|
Bills receivable
|
(16,207)
|
(13,197)
|
The Group combined presents fixed assets
|
Fixed assets
|
146
|
—
|
and fixed assets pending for disposal into fixed assets
|
Other non-current assets
|
(146)
|
—
|
The Group combined presents bills payable
|
Bills payable and accounts payable
|
206,535
|
180,129
|
and accounts payable into bills and accounts payable
|
Accounts payable
|
(200,073)
|
(174,301)
|
Bills payable
|
(6,462)
|
(5,828)
|
|
The Group combined presents interests payable,
|
Other payables
|
6,843
|
2,006
|
dividends payable and other payables
|
Dividends payable
|
(6,843)
|
(2,006)
|
into other payables
|
|
|
Year of 2017
|
Contents and reasons of the changes
|
Item
|
RMB million
|
The research and development expenses originally included
|
Research and development expenses
|
6,423
|
in the general and administrative expenses were separately
|
General and administrative expenses
|
(6,423)
|
presented as the research and development
|
|
|
expenses in income statements
|
(ii) |
The impact to the Company’s financial statements is as follows:
|
|
|
31 December
2017
|
1 January
2017
|
Contents and reasons of the changes
|
Item
|
RMB million
|
RMB million
|
The Company combined presents bills receivable
|
Bills receivable and accounts receivable
|
37,766
|
38,803
|
and accounts receivable into bills and
|
Accounts receivable
|
(37,609)
|
(38,332)
|
accounts receivable
|
Bills receivable
|
(157)
|
(471)
|
The Company combined presents dividends receivable
|
Other receivables
|
16,327
|
5,454
|
and other receivables into other receivables
|
Dividends receivable
|
(16,327)
|
(5,454)
|
The Company combined presents bills payable
|
Bills payable and accounts payable
|
86,604
|
78,548
|
and accounts payable into bills and accounts payable
|
Accounts payable
|
(83,449)
|
(75,787)
|
Bills payable
|
(3,155)
|
(2,761)
|
|
|
Year of 2017
|
Contents and reasons of the changes
|
Item
|
RMB million
|
The research and development expenses originally included
|
Research and development expenses
|
5,445
|
in the general and administrative expenses were separately
|
General and administrative expenses
|
(5,445)
|
presented as the research and development expenses
|
|
|
in income statements
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(26) |
Changes in significant accounting policies (Continued)
|
(b) |
MOF issued revised “No.14 Accounting Standard for Business Enterprises - Revenue” (“New Revenue Standard”) in 2017 and the New Revenue Standard was effective on 1
January 2018. In accordance with the New Revenue Standard, the Group adjusted the first year’s retained earnings and other related items of the financial statements according to the cumulative impact of the New Revenue Standard for
the first time, while the comparative financial statements have not been restated.The Group has adopted the above standard to prepare the financial statements of 2018, while the comparative financial statements of 2017 have not been
restated.
|
|
|
At 1 January 2018 (RMB million)
|
|
Contents and reasons of the
changes
|
Item
|
The Group
|
The Company
|
Advances from customers were reclassified as contract liabilities
|
Contract liabilities
|
120,734
|
3,413
|
by implementation of the New Revenue Standard
|
Advances from customers
|
(120,734)
|
(3,413)
|
|
At 31 December 2018 (RMB million)
|
|
Item
|
The Group
|
The Company
|
Contract liabilities
|
124,793
|
4,230
|
Advances from customers
|
(124,793)
|
(4,230)
|
(c) |
MOF issued revised “No.22 Accounting Standards for Business Enterprises - Financial instruments: recognition and measurement”, revised “No.23 Accounting Standards
for Business Enterprises - Transfer of financial assets”, revised “No.24 Accounting Standards for Business Enterprises - Hedging” and revised “No.37 Accounting Standards for Business Enterprises - Presentation of financial
instruments” (collectively referred to as “New Financial Instruments Standards”). The New Financial Instruments Standards were effective on 1 January 2018. In accordance with the New Financial Instruments Standards, the Group
classified and measured financial instruments (including impairment), involving comparative financial statements which are not consistent with the requirements of this standard and need not be adjusted. The difference between the
original book value of the financial instrument and the new book value on the date of execution of the New Financial Instruments Standards shall be included in the retained earnings or other comprehensive income at the beginning
financial statements. The Group has adopted the above guidelines to prepare financial statements of the year ended 31 December 2018, while the comparative figures for 2017 have not been restated.
|
(i) |
At 1 January 2018, the comparatives of classification and measurement in the Group’s financial statements between the New Financial Instruments Standards and the
Financial Instruments Standards before revision are as below:
|
|
Financial Instruments Standards
before revision
|
|
New Financial Instruments
Standards
|
||
Item
|
Measurement
|
RMB million
|
Item
|
Measurement
|
RMB million
|
Financial assets at fair value through profit or loss
|
Measured at fair value through profit or loss
|
51,196
|
Financial assets held for trading
|
Measured at fair value through profit or loss
|
51,196
|
Available-for-sale financial assets
|
Measured at fair value through other comprehensive income (equity instruments)
|
178
|
Other equity instrument investments
|
Measured at fair value through other comprehensive income
|
1,676
|
Measured at cost (equity instruments)
|
1,498
|
3 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(26) |
Changes in significant accounting policies (Continued)
|
Financial Instruments Standards before revision
|
|
New Financial Instruments
Standards
|
||||
Item
|
Measurement
|
RMB million
|
|
Item
|
Measurement
|
RMB million
|
Financial assets at fair value through profit or loss
|
Measured at fair value through profit or loss
|
48,179
|
Financial assets held for trading
|
Measured at fair value through profit or loss
|
48,179
|
|
Available-for-sale financial assets
|
Measured at cost (equity instruments)
|
395
|
Other equity instrument investments
|
Measured at fair value through other comprehensive income
|
395
|
● |
any adjustments to carrying amounts of financial assets or liabilities are recognised at the beginning of the current reporting period, with the difference
recognised in opening retained earnings
|
● |
financial assets are not reclassified in the balance sheet for the comparative period
|
● |
provisions for impairment have not been restated in the comparative period
|
(ii) |
The Group has adopted the simplified expected credit loss model for its receivables and contract assets, and the general expected credit loss model for
receivables and contract assets carried at amortised. The Group assessed the loss allowance for receivables under the expected credit loss model on 1 January 2018, no significant difference compared with the loss allowance under
accounting policies applied until 31 December 2017.
|
(iii) |
Hedging
|
(d) |
New and amended standards and interpretations not yet adopted by the Group
|
● |
the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
|
● |
the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases
|
4 |
TAXATION
|
Products
|
Effective from
13 January 2015
(RMB/Ton)
|
Gasoline
|
2,109.76
|
Diesel
|
1,411.20
|
Naphtha
|
2,105.20
|
Solvent oil
|
1,948.64
|
Lubricant oil
|
1,711.52
|
Fuel oil
|
1,218.00
|
Jet fuel oil
|
1,495.20
|
5 |
CASH AT BANK AND ON HAND
|
|
At 31 December 2018
|
At 31 December 2017
|
|||||
|
Original currency million
|
Exchange rates
|
RMB million
|
Original currency million
|
Exchange rates
|
RMB million
|
|
Cash on hand
|
|||||||
Renminbi
|
82
|
14
|
|||||
Cash at bank
|
|||||||
Renminbi
|
102,572
|
92,711
|
|||||
US Dollars
|
3,377
|
6.8632
|
23,179
|
3,760
|
6.5342
|
24,561
|
|
Hong Kong Dollars
|
39
|
0.8762
|
35
|
98
|
0.8359
|
82
|
|
EUR
|
1
|
7.8473
|
11
|
1
|
7.8023
|
10
|
|
Others
|
79
|
112
|
|||||
125,958
|
117,490
|
||||||
Deposits at related parities
|
|||||||
Renminbi
|
24,625
|
32,117
|
|||||
US Dollars
|
2,389
|
6.8632
|
16,374
|
2,336
|
6.5342
|
15,256
|
|
EUR
|
4
|
7.8473
|
33
|
16
|
7.8023
|
126
|
|
Others
|
25
|
15
|
|||||
41,057
|
47,514
|
||||||
Total
|
167,015
|
165,004
|
6 |
FINANCIAL ASSETS HELD FOR TRADING
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Structured deposit
|
25,550
|
51,196
|
Equity investments, listed and at quoted market price
|
182
|
—
|
Total
|
25,732
|
51,196
|
7 |
DERIVATIVE FINANCIAL ASSETS AND DERIVATIVE FINANCIAL LIABILITIES
|
8 |
BILLS RECEIVABLE AND ACCOUNTS RECEIVABLE
|
|
The Group
|
The Company
|
||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Bills receivable (a)
|
7,886
|
16,207
|
156
|
157
|
Accounts receivable (b)
|
56,993
|
68,494
|
29,989
|
37,609
|
Total
|
64,879
|
84,701
|
30,145
|
37,766
|
(a) |
Bills receivable
|
(b) |
Accounts receivable
|
|
The Group
|
The Company
|
||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Accounts receivable
|
57,599
|
69,106
|
30,120
|
37,756
|
Less: Allowance for doubtful accounts
|
606
|
612
|
131
|
147
|
Total
|
56,993
|
68,494
|
29,989
|
37,609
|
|
The Group
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage
to total
accounts
receivable
|
Allowance
|
Percentage
of allowance
to accounts
receivable
balance
|
Amount
|
Percentage
to total
accounts
receivable
|
Allowance
|
Percentage
of allowance
to accounts
receivable
balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
56,431
|
97.9
|
—
|
—
|
67,777
|
98.1
|
—
|
—
|
Between one and two years
|
436
|
0.8
|
83
|
19.0
|
715
|
1.0
|
142
|
19.9
|
Between two and three years
|
289
|
0.5
|
165
|
57.1
|
87
|
0.1
|
44
|
50.6
|
Over three years
|
443
|
0.8
|
358
|
80.8
|
527
|
0.8
|
426
|
80.8
|
Total
|
57,599
|
100.0
|
606
|
69,106
|
100.0
|
612
|
|
The Company
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage
to total
accounts
receivable
|
Allowance
|
Percentage
of allowance
to accounts
receivable
balance
|
Amount
|
Percentage
to total
accounts
receivable
|
Allowance
|
Percentage
of allowance
to accounts
receivable
balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
29,797
|
98.9
|
—
|
—
|
37,331
|
98.8
|
—
|
—
|
Between one and two years
|
125
|
0.4
|
15
|
12.0
|
134
|
0.4
|
17
|
12.7
|
Between two and three years
|
54
|
0.2
|
10
|
18.5
|
154
|
0.4
|
29
|
18.8
|
Over three years
|
144
|
0.5
|
106
|
73.6
|
137
|
0.4
|
101
|
73.7
|
Total
|
30,120
|
100.0
|
131
|
37,756
|
100.0
|
147
|
8 |
BILLS RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
|
(b) |
Accounts receivable (Continued)
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
Total amount (RMB million)
|
15,699
|
17,920
|
Percentage to the total balance of accounts receivable
|
27.3%
|
25.9%
|
Allowance for doubtful accounts
|
—
|
—
|
9 |
PREPAYMENTS
|
|
The Group
|
The Company
|
||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Prepayments
|
5,990
|
4,926
|
2,493
|
4,433
|
Less: Allowance for doubtful accounts
|
53
|
25
|
5
|
4
|
Total
|
5,937
|
4,901
|
2,488
|
4,429
|
|
The Group
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage to total prepayments
|
Allowance
|
Percentage of allowance to prepayments balance
|
Amount
|
Percentage to total prepayments
|
Allowance
|
Percentage of allowance to prepayments balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
5,683
|
94.9
|
—
|
—
|
4,605
|
93.5
|
—
|
—
|
Between one and two years
|
169
|
2.8
|
38
|
22.5
|
173
|
3.5
|
14
|
8.1
|
Between two and three years
|
60
|
1.0
|
5
|
8.3
|
85
|
1.7
|
4
|
4.7
|
Over three years
|
78
|
1.3
|
10
|
12.8
|
63
|
1.3
|
7
|
11.1
|
Total
|
5,990
|
100.0
|
53
|
4,926
|
100.0
|
25
|
|
The Company
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage to total prepayments
|
Allowance
|
Percentage of allowance to prepayments balance
|
Amount
|
Percentage to total prepayments
|
Allowance
|
Percentage of allowance to prepayments balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
2,306
|
92.6
|
—
|
—
|
4,227
|
95.3
|
—
|
—
|
Between one and two years
|
70
|
2.8
|
1
|
1.4
|
101
|
2.3
|
1
|
1.0
|
Between two and three years
|
36
|
1.4
|
1
|
2.8
|
25
|
0.6
|
—
|
—
|
Over three years
|
81
|
3.2
|
3
|
3.7
|
80
|
1.8
|
3
|
3.8
|
Total
|
2,493
|
100.0
|
5
|
4,433
|
100.0
|
4
|
9 |
PREPAYMENTS (Continued)
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
Total amount (RMB million)
|
2,009
|
1,472
|
Percentage to the total balance of prepayments
|
33.5%
|
29.9%
|
10 |
OTHER RECEIVABLES
|
|
The Group
|
The Company
|
||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Other receivables
|
26,793
|
17,427
|
58,549
|
64,982
|
Less: Allowance for doubtful accounts
|
1,481
|
1,486
|
1,117
|
1,162
|
Total
|
25,312
|
15,941
|
57,432
|
63,820
|
|
The Group
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage to total other receivables
|
Allowance
|
Percentage of allowance to other receivables
balance
|
Amount
|
Percentage to total other receivables
|
Allowance
|
Percentage of allowance to other receivables balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
24,301
|
90.7
|
—
|
—
|
14,665
|
84.2
|
—
|
—
|
Between one and two years
|
329
|
1.2
|
53
|
16.1
|
509
|
2.9
|
82
|
16.1
|
Between two and three years
|
320
|
1.2
|
21
|
6.6
|
433
|
2.5
|
44
|
10.2
|
Over three years
|
1,843
|
6.9
|
1,407
|
76.3
|
1,820
|
10.4
|
1,360
|
74.7
|
Total
|
26,793
|
100.0
|
1,481
|
17,427
|
100.0
|
1,486
|
|
The Company
|
|||||||
|
At 31 December 2018
|
At 31 December 2017
|
||||||
|
Amount
|
Percentage to total other receivables
|
Allowance
|
Percentage of allowance to other receivables
balance
|
Amount
|
Percentage to total other receivables
|
Allowance
|
Percentage of allowance to other receivables balance
|
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
RMB million
|
%
|
Within one year
|
27,088
|
46.3
|
—
|
—
|
40,273
|
61.9
|
—
|
—
|
Between one and two years
|
13,233
|
22.6
|
1
|
—
|
12,920
|
19.9
|
1
|
—
|
Between two and three years
|
9,747
|
16.6
|
—
|
—
|
2,570
|
4.0
|
2
|
0.1
|
Over three years
|
8,481
|
14.5
|
1,116
|
13.2
|
9,219
|
14.2
|
1,159
|
12.6
|
Total
|
58,549
|
100.0
|
1,117
|
64,982
|
100.0
|
1,162
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
Total amount (RMB million)
|
6,837
|
5,947
|
Ageing
|
Within one year
|
Within one year
|
Percentage to the total balance of other receivables
|
25.5%
|
34.1%
|
Allowance for doubtful accounts
|
—
|
—
|
11 |
INVENTORIES
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Raw materials
|
85,469
|
85,975
|
Work in progress
|
13,690
|
14,774
|
Finished goods
|
88,929
|
84,448
|
Spare parts and consumables
|
2,872
|
2,651
|
190,960
|
187,848
|
|
Less: Provision for diminution in value of inventories
|
6,376
|
1,155
|
Total
|
184,584
|
186,693
|
12 |
LONG-TERM EQUITY INVESTMENTS
|
|
Investments in
joint ventures
|
Investments in
associates
|
Provision for
impairment
losses
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Balance at 1 January 2018
|
52,272
|
80,429
|
(1,614)
|
131,087
|
Additions for the year
|
2,900
|
6,413
|
—
|
9,313
|
Share of profits less losses under the equity method
|
6,723
|
7,251
|
—
|
13,974
|
Change of other comprehensive loss under the equity method
|
(7)
|
(222)
|
—
|
(229)
|
Other equity movements under the equity method
|
(2)
|
—
|
—
|
(2)
|
Dividends declared
|
(5,164)
|
(4,108)
|
—
|
(9,272)
|
Disposals for the year
|
(444)
|
(247)
|
—
|
(691)
|
Foreign currency translation differences
|
805
|
757
|
(78)
|
1,484
|
Other movements
|
51
|
—
|
—
|
51
|
Movement of provision for impairment
|
—
|
—
|
6
|
6
|
Balance at 31 December 2018
|
57,134
|
90,273
|
(1,686)
|
145,721
|
|
Investments in
subsidiaries
|
Investments in
Joint ventures
|
Investments in
associates
|
Provision for
impairment
losses
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Balance at 1 January 2018
|
253,011
|
14,822
|
15,579
|
(7,855)
|
275,557
|
Additions for the year
|
8,351
|
699
|
5,014
|
—
|
14,064
|
Share of profits less losses under the equity method
|
—
|
3,047
|
1,212
|
—
|
4,259
|
Change of other comprehensive loss under the equity method
|
—
|
—
|
(64)
|
—
|
(64)
|
Other equity movements under the equity method
|
—
|
—
|
1
|
—
|
1
|
Dividends declared
|
—
|
(2,204)
|
(637)
|
—
|
(2,841)
|
Disposals for the year
|
(1,432)
|
(327)
|
—
|
—
|
(1,759)
|
Other movements
|
4
|
56
|
58
|
—
|
118
|
Movement of provision for impairment
|
—
|
—
|
—
|
(128)
|
(128)
|
Balance at 31 December 2018
|
259,934
|
16,093
|
21,163
|
(7,983)
|
289,207
|
12 |
LONG-TERM EQUITY INVESTMENTS (Continued)
|
Name of investees
|
Principal place of business
|
Register location
|
Legal representative
|
Principal activities
|
Registered Capital RMB million
|
Percentage of equity/voting right directly or indirectly held by
the Company
|
1.Joint ventures
|
||||||
Fujian Refining & Petrochemical Company Limited (“FREP”)
|
PRC
|
PRC
|
Gu Yuefeng
|
Manufacturing refining oil products
|
14,758
|
50.00%
|
BASF-YPC Company Limited (“BASF-YPC”)
|
PRC
|
PRC
|
Wang Jingyi
|
Manufacturing and distribution of petrochemical products
|
12,547
|
40.00%
|
Taihu Limited (“Taihu”)
|
Russia
|
Cyprus
|
NA
|
Crude oil and natural gas extraction
|
25,000 USD
|
49.00%
|
Yanbu Aramco Sinopec Refining Company Ltd. (“YASREF”)
|
Saudi Arabia
|
Saudi Arabia
|
NA
|
Petroleum refining and processing
|
1,560 million
USD
|
37.50%
|
Sinopec SABIC Tianjin Petrochemical Company Limited (“Sinopec SABIC Tianjin”)
|
PRC
|
PRC
|
UWAIDH AL‧HARETHI
|
Manufacturing and distribution of petrochemical products
|
9,796
|
50.00%
|
2.Associates
|
||||||
Sinopec Sichuan to East China Gas Pipeline Co., Ltd. (“Pipeline Ltd”)
|
PRC
|
PRC
|
Quan Kai
|
Operation of natural gas pipelines and auxiliary facilities
|
200
|
50.00%
|
Sinopec Finance Company Limited (“Sinopec Finance”)
|
PRC
|
PRC
|
Zhao Dong
|
Provision of non- banking financial services
|
18,000
|
49.00%
|
PAO SIBUR Holding (“SIBUR”)
|
Russia
|
Russia
|
NA
|
Processing natural gas and manufacturing petrochemical products
|
21,784 million
RUB
|
10.00%
|
Zhongtian Synergetic Energy Company Limited (“Zhongtian Synergetic Energy”)
|
PRC
|
PRC
|
Peng Yi
|
Mining coal and manufacturing of coal-chemical products
|
17,516
|
38.75%
|
Caspian Investments Resources Ltd. (“CIR”)
|
The Republic of Kazakhstan
|
British Virgin Islands
|
NA
|
Crude oil and natural gas extraction
|
10,000 USD
|
50.00%
|
12 |
LONG-TERM EQUITY INVESTMENTS (Continued)
|
|
FREP
|
BASF-YPC
|
Taihu
|
YASREF
|
Sinopec SABIC Tianjin
|
||||||
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
Current assets
|
|||||||||||
Cash and cash equivalents
|
7,388
|
5,772
|
1,582
|
1,800
|
3,406
|
2,352
|
930
|
4,916
|
5,110
|
6,524
|
|
Other current assets
|
9,248
|
11,013
|
5,795
|
5,335
|
3,689
|
2,462
|
10,267
|
10,816
|
4,007
|
2,709
|
|
Total current assets
|
16,636
|
16,785
|
7,377
|
7,135
|
7,095
|
4,814
|
11,197
|
15,732
|
9,117
|
9,233
|
|
Non-current assets
|
19,271
|
19,740
|
11,086
|
12,075
|
9,216
|
7,978
|
51,873
|
51,553
|
13,990
|
13,248
|
|
Current liabilities
|
|||||||||||
Current financial liabilities
|
(1,200)
|
(1,135)
|
(725)
|
(233)
|
(59)
|
(20)
|
(4,806)
|
(5,407)
|
(500)
|
(1,236)
|
|
Other current liabilities
|
(4,939)
|
(5,049)
|
(1,822)
|
(1,982)
|
(2,124)
|
(1,914)
|
(12,217)
|
(11,864)
|
(2,507)
|
(4,546)
|
|
Total current liabilities
|
(6,139)
|
(6,184)
|
(2,547)
|
(2,215)
|
(2,183)
|
(1,934)
|
(17,023)
|
(17,271)
|
(3,007)
|
(5,782)
|
|
Non-current liabilities
|
|||||||||||
Non-current financial liabilities
|
(12,454)
|
(13,654)
|
(218)
|
(955)
|
(72)
|
(72)
|
(32,364)
|
(35,619)
|
(3,651)
|
(4,101)
|
|
Other non-current liabilities
|
(279)
|
(236)
|
(17)
|
(19)
|
(2,271)
|
(2,686)
|
(937)
|
(890)
|
(331)
|
(41)
|
|
Total non-current liabilities
|
(12,733)
|
(13,890)
|
(235)
|
(974)
|
(2,343)
|
(2,758)
|
(33,301)
|
(36,509)
|
(3,982)
|
(4,142)
|
|
Net assets
|
17,035
|
16,451
|
15,681
|
16,021
|
11,785
|
8,100
|
12,746
|
13,505
|
16,118
|
12,557
|
|
Net assets attributable to owners of the company
|
17,035
|
16,451
|
15,681
|
16,021
|
11,373
|
7,818
|
12,746
|
13,505
|
16,118
|
12,557
|
|
Net assets attributable to minority interests
|
—
|
—
|
—
|
—
|
412
|
282
|
—
|
—
|
—
|
—
|
|
Share of net assets from joint ventures
|
8,518
|
8,226
|
6,272
|
6,409
|
5,573
|
3,831
|
4,780
|
5,064
|
8,059
|
6,279
|
|
Carrying Amounts
|
8,518
|
8,226
|
6,272
|
6,409
|
5,573
|
3,831
|
4,780
|
5,064
|
8,059
|
6,279
|
Year ended 31 December
|
FREP
|
BASF-YPC
|
Taihu
|
YASREF
|
Sinopec SABIC Tianjin
|
|||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
52,469
|
49,356
|
21,574
|
21,020
|
14,944
|
12,520
|
77,561
|
61,587
|
23,501
|
22,286
|
Interest income
|
157
|
208
|
41
|
36
|
141
|
142
|
101
|
45
|
169
|
104
|
Interest expense
|
(647)
|
(857)
|
(43)
|
(71)
|
(151)
|
(142)
|
(1,382)
|
(1,382)
|
(167)
|
(223)
|
Profit/(loss) before taxation
|
3,920
|
6,977
|
3,625
|
4,565
|
3,493
|
1,697
|
(1,569)
|
548
|
3,916
|
5,113
|
Tax expense
|
(935)
|
(1,699)
|
(897)
|
(1,151)
|
(729)
|
(553)
|
(249)
|
57
|
(993)
|
(1,279)
|
Profit/(loss) for the year
|
2,985
|
5,278
|
2,728
|
3,414
|
2,764
|
1,144
|
(1,818)
|
605
|
2,923
|
3,834
|
Other comprehensive income/(loss)
|
—
|
—
|
—
|
—
|
921
|
25
|
1,059
|
(554)
|
—
|
—
|
Total comprehensive income/(loss)
|
2,985
|
5,278
|
2,728
|
3,414
|
3,685
|
1,169
|
(759)
|
51
|
2,923
|
3,834
|
Dividends from joint ventures
|
1,200
|
1,250
|
1,226
|
1,109
|
—
|
—
|
—
|
—
|
—
|
1,375
|
Share of net profit/(loss) from joint ventures
|
1,493
|
2,639
|
1,091
|
1,366
|
1,307
|
541
|
(682)
|
227
|
1,462
|
1,917
|
Share of other comprehensive income/(loss) from joint ventures (ii)
|
—
|
—
|
—
|
—
|
435
|
12
|
397
|
(208)
|
—
|
—
|
12 |
LONG-TERM EQUITY INVESTMENTS (Continued)
|
(c) |
Major financial information of principal associates
|
|
Pipeline Ltd
|
Sinopec Finance
|
SIBUR (i)
|
Zhongtian Synergetic Energy
|
CIR
|
||||||
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
At 31 December 2018
|
At 31 December 2017
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
Current assets
|
12,498
|
11,317
|
209,837
|
161,187
|
22,502
|
20,719
|
7,477
|
8,232
|
6,712
|
5,612
|
|
Non-current assets
|
39,320
|
40,972
|
16,359
|
17,782
|
170,796
|
158,938
|
49,961
|
51,553
|
1,828
|
1,673
|
|
Current liabilities
|
(1,020)
|
(933)
|
(200,402)
|
(154,212)
|
(23,293)
|
(20,554)
|
(7,252)
|
(10,668)
|
(961)
|
(908)
|
|
Non-current liabilities
|
(3,026)
|
(3,176)
|
(332)
|
(6)
|
(58,628)
|
(61,771)
|
(31,436)
|
(31,494)
|
(673)
|
(170)
|
|
Net assets
|
47,772
|
48,180
|
25,462
|
24,751
|
111,377
|
97,332
|
18,750
|
17,623
|
6,906
|
6,207
|
|
Net assets attributable to owners of the Company
|
47,772
|
48,180
|
25,462
|
24,751
|
110,860
|
96,761
|
18,750
|
17,623
|
6,906
|
6,207
|
|
Net assets attributable to minority interests
|
—
|
—
|
—
|
—
|
517
|
571
|
—
|
—
|
—
|
—
|
|
Share of net assets from associates
|
23,886
|
24,090
|
12,476
|
12,128
|
11,086
|
9,676
|
7,266
|
6,829
|
3,453
|
3,104
|
|
Carrying Amounts
|
23,886
|
24,090
|
12,476
|
12,128
|
11,086
|
9,676
|
7,266
|
6,829
|
3,453
|
3,104
|
Year ended 31 December
|
Pipeline Ltd
|
Sinopec Finance
|
SIBUR (i)
|
Zhongtian Synergetic Energy
|
CIR
|
|||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
4,746
|
5,644
|
4,536
|
3,542
|
59,927
|
52,496
|
12,235
|
3,569
|
2,856
|
2,563
|
Profit/(loss) for the year
|
2,022
|
2,543
|
1,868
|
1,536
|
10,400
|
9,601
|
1,142
|
123
|
583
|
(610)
|
Other comprehensive (loss)/income
|
—
|
—
|
(157)
|
(246)
|
6,410
|
(260)
|
—
|
—
|
116
|
(334)
|
Total comprehensive income/(loss)
|
2,022
|
2,543
|
1,711
|
1,290
|
16,810
|
9,341
|
1,142
|
123
|
699
|
(944)
|
Dividends declared by associates
|
1,207
|
—
|
490
|
—
|
271
|
221
|
—
|
—
|
—
|
—
|
Share of profit/(loss) from associates
|
1,011
|
1,272
|
915
|
753
|
1,040
|
960
|
443
|
48
|
292
|
(305)
|
Share of other comprehensive (loss)/income from associates (ii)
|
—
|
—
|
(77)
|
(121)
|
641
|
(26)
|
—
|
—
|
58
|
(167)
|
(i) |
Sinopec is able to exercise significant influence in SIBUR since Sinopec has a member in SIBUR’s Board of Director and has a member in SIBUR’s Management Board.
|
(ii) |
Including foreign currency translation differences.
|
13 |
FIXED ASSETS
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Fixed assets (a)
|
617,762
|
650,774
|
Fixed assets pending for disposal
|
50
|
146
|
Total
|
617,812
|
650,920
|
(a) |
Fixed assets
|
|
Plants and buildings
|
Oil and gas properties
|
Equipment, machinery and others
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cost:
|
||||
Balance at 1 January 2018
|
120,013
|
667,657
|
940,312
|
1,727,982
|
Additions for the year
|
221
|
1,567
|
3,856
|
5,644
|
Transferred from construction in progress
|
3,741
|
24,366
|
45,103
|
73,210
|
Reclassifications
|
1,634
|
138
|
(1,772)
|
—
|
Decreases for the year
|
(3,666)
|
(146)
|
(22,151)
|
(25,963)
|
Exchange adjustments
|
98
|
2,142
|
147
|
2,387
|
Balance at 31 December 2018
|
122,041
|
695,724
|
965,495
|
1,783,260
|
Accumulated depreciation:
|
||||
Balance at 1 January 2018
|
48,368
|
456,459
|
498,246
|
1,003,073
|
Additions for the year
|
4,038
|
48,616
|
47,250
|
99,904
|
Reclassifications
|
494
|
76
|
(570)
|
—
|
Decreases for the year
|
(1,738)
|
(124)
|
(16,543)
|
(18,405)
|
Exchange adjustments
|
43
|
1,744
|
76
|
1,863
|
Balance at 31 December 2018
|
51,205
|
506,771
|
528,459
|
1,086,435
|
Provision for impairment losses:
|
||||
Balance at 1 January 2018
|
3,832
|
39,358
|
30,945
|
74,135
|
Additions for the year
|
274
|
4,027
|
1,848
|
6,149
|
Decreases for the year
|
(177)
|
(1)
|
(1,178)
|
(1,356)
|
Exchange adjustments
|
—
|
133
|
2
|
135
|
Balance at 31 December 2018
|
3,929
|
43,517
|
31,617
|
79,063
|
Net book value:
|
||||
Balance at 31 December 2018
|
66,907
|
145,436
|
405,419
|
617,762
|
Balance at 31 December 2017
|
67,813
|
171,840
|
411,121
|
650,774
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Fixed assets (a)
|
302,048
|
329,814
|
Fixed assets pending for disposal
|
34
|
—
|
Total
|
302,082
|
329,814
|
13 |
FIXED ASSETS (Continued)
|
(a) |
Fixed assets
|
|
Plants and buildings
|
Oil and gas properties
|
Equipment, machinery and others
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cost:
|
||||
Balance at 1 January 2018
|
49,022
|
555,133
|
456,939
|
1,061,094
|
Additions for the year
|
—
|
1,292
|
347
|
1,639
|
Transferred from construction in progress
|
825
|
19,482
|
19,344
|
39,651
|
Reclassifications
|
1,092
|
(3)
|
(1,089)
|
—
|
Transferred from subsidiaries
|
5
|
132
|
542
|
679
|
Transferred to subsidiaries
|
(133)
|
(876)
|
(71)
|
(1,080)
|
Decreases for the year
|
(1,984)
|
(223)
|
(8,655)
|
(10,862)
|
Balance at 31 December 2018
|
48,827
|
574,937
|
467,357
|
1,091,121
|
Accumulated depreciation:
|
||||
Balance at 1 January 2018
|
22,402
|
379,137
|
271,849
|
673,388
|
Additions for the year
|
1,624
|
38,728
|
21,391
|
61,743
|
Reclassifications
|
202
|
(2)
|
(200)
|
—
|
Transferred from subsidiaries
|
3
|
115
|
299
|
417
|
Transferred to subsidiaries
|
(64)
|
(249)
|
(23)
|
(336)
|
Decreases for the year
|
(998)
|
(156)
|
(7,278)
|
(8,432)
|
Balance at 31 December 2018
|
23,169
|
417,573
|
286,038
|
726,780
|
Provision for impairment losses:
|
||||
Balance at 1 January 2018
|
1,797
|
34,271
|
21,824
|
57,892
|
Additions for the year
|
107
|
4,027
|
575
|
4,709
|
Reclassifications
|
—
|
—
|
—
|
—
|
Transferred from subsidiaries
|
—
|
—
|
31
|
31
|
Decreases for the year
|
(24)
|
(1)
|
(314)
|
(339)
|
Balance at 31 December 2018
|
1,880
|
38,297
|
22,116
|
62,293
|
Net book value:
|
||||
Balance at 31 December 2018
|
23,778
|
119,067
|
159,203
|
302,048
|
Balance at 31 December 2017
|
24,823
|
141,725
|
163,266
|
329,814
|
14 |
CONSTRUCTION IN PROGRESS
|
|
The Group
|
The Company
|
|
RMB million
|
RMB million
|
Cost:
|
||
Balance at 1 January 2018
|
120,425
|
50,459
|
Additions for the year
|
108,555
|
49,426
|
Disposals for the year
|
(20)
|
(4)
|
Transferred to subsidiaries
|
—
|
(378)
|
Dry hole costs written off
|
(6,921)
|
(6,527)
|
Transferred to fixed assets
|
(73,210)
|
(39,651)
|
Reclassification to other assets
|
(10,066)
|
(1,314)
|
Exchange adjustments
|
54
|
—
|
Balance at 31 December 2018
|
138,817
|
52,011
|
Provision for impairment losses:
|
||
Balance at 1 January 2018
|
1,780
|
413
|
Additions for the year
|
28
|
—
|
Decreases for the year
|
(1)
|
—
|
Exchange adjustments
|
47
|
—
|
Balance at 31 December 2018
|
1,854
|
413
|
Net book value:
|
||
Balance at 31 December 2018
|
136,963
|
51,598
|
Balance at 31 December 2017
|
118,645
|
50,046
|
|
|
|
|
|
Percentage
|
|
Accumulated
|
|
|
|
|
|
of project
|
|
interest
|
|
|
Balance at
|
|
Balance at
|
investment
|
|
capitalised at
|
|
Budgeted
|
1 January
|
Net change
|
31 December
|
to budgeted
|
Source of
|
31 December
|
Project name
|
amount
|
2018
|
for the year
|
2018
|
amount
|
funding
|
2018
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
|
RMB million
|
Zhongke Refine Integration Project
|
34,667
|
6,990
|
10,789
|
17,779
|
51%
|
Bank loans & self-financing
|
184
|
Wen 23 Gas Storage Project
(First-stage)
|
13,865
|
1,329
|
2,099
|
3,428
|
25%
|
Bank loans & self-financing
|
51
|
Tianjin LNG Project
|
13,639
|
3,154
|
(1,116)
|
2,038
|
86%
|
Bank loans & self-financing
|
180
|
Xinjiang Coal-based Substitute Natural Gas (SNG) Export Pipeline Construction Project
(First-stage)
|
11,589
|
1,692
|
3,990
|
5,682
|
49%
|
Bank loans & self-financing
|
50
|
Hainan Refine Paraxylene plant and supporting project
|
3,680
|
794
|
1,800
|
2,594
|
70%
|
Bank loans & self-financing
|
6
|
15 |
INTANGIBLE ASSETS
|
|
Land use rights
|
Patents
|
Non-patent technology
|
Operation rights
|
Others
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cost:
|
||||||
Balance at 1 January 2018
|
75,728
|
5,160
|
3,845
|
48,613
|
4,662
|
138,008
|
Additions for the year
|
9,699
|
88
|
228
|
3,948
|
710
|
14,673
|
Decreases for the year
|
(696)
|
(18)
|
(44)
|
(345)
|
(107)
|
(1,210)
|
Balance at 31 December 2018
|
84,731
|
5,230
|
4,029
|
52,216
|
5,265
|
151,471
|
Accumulated amortisation:
|
||||||
Balance at 1 January 2018
|
16,978
|
3,168
|
2,774
|
14,206
|
2,870
|
39,996
|
Additions for the year
|
3,191
|
230
|
268
|
3,010
|
426
|
7,125
|
Decreases for the year
|
(183)
|
(1)
|
(45)
|
(79)
|
(96)
|
(404)
|
Balance at 31 December 2018
|
19,986
|
3,397
|
2,997
|
17,137
|
3,200
|
46,717
|
Provision for impairment losses:
|
||||||
Balance at 1 January 2018
|
224
|
482
|
24
|
139
|
17
|
886
|
Additions for the year
|
9
|
—
|
—
|
9
|
—
|
18
|
Decreases for the year
|
(2)
|
—
|
—
|
(3)
|
—
|
(5)
|
Balance at 31 December 2018
|
231
|
482
|
24
|
145
|
17
|
899
|
Net book value:
|
||||||
Balance at 31 December 2018
|
64,514
|
1,351
|
1,008
|
34,934
|
2,048
|
103,855
|
Balance at 31 December 2017
|
58,526
|
1,510
|
1,047
|
34,268
|
1,775
|
97,126
|
16 |
GOODWILL
|
Name of investees
|
Principal activities
|
At 31 December
|
At 31 December
|
|
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Sinopec Beijing Yanshan Petrochemical Branch (“Sinopec Yanshan”)
|
Manufacturing of intermediate petrochemical products and petroleum products
|
1,004
|
1,004
|
Sinopec Zhenhai Refining and Chemical Branch (“Sinopec Zhenhai”)
|
Manufacturing of intermediate petrochemical products and petroleum products
|
4,043
|
4,043
|
Shanghai SECCO Petrochemical Company Limited (“Shanghai SECCO”) (Note 51)
|
Production and sale of petrochemical products
|
2,541
|
2,541
|
Sinopec (Hong Kong) Limited
|
Trading of petrochemical products
|
921
|
879
|
Other units without individual significant goodwill
|
167
|
167
|
|
Total
|
8,676
|
8,634
|
17 |
LONG-TERM DEFERRED EXPENSES
|
18 |
DEFERRED TAX ASSETS AND LIABILITIES
|
|
Deferred tax assets
|
Deferred tax liabilities
|
||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Receivables and inventories
|
2,563
|
381
|
—
|
—
|
Payables
|
1,808
|
1,925
|
—
|
—
|
Cash flow hedges
|
1,131
|
165
|
(27)
|
(50)
|
Fixed assets
|
15,427
|
14,150
|
(8,666)
|
(9,928)
|
Tax value of losses carried forward
|
3,709
|
2,325
|
—
|
—
|
Available-for-sale securities
|
—
|
117
|
—
|
—
|
Other equity instrument investments
|
117
|
—
|
(1)
|
—
|
Intangible assets
|
474
|
227
|
(535)
|
(563)
|
Others
|
174
|
180
|
(428)
|
(264)
|
Deferred tax assets/(liabilities)
|
25,403
|
19,470
|
(9,657)
|
(10,805)
|
|
At 31 December 2018
|
At 31 December 2017
|
|
RMB million
|
RMB million
|
Deferred tax assets
|
3,709
|
4,339
|
Deferred tax liabilities
|
3,709
|
4,339
|
|
At 31 December 2018
|
At 31 December 2017
|
|
RMB million
|
RMB million
|
Deferred tax assets
|
21,694
|
15,131
|
Deferred tax liabilities
|
5,948
|
6,466
|
19 |
OTHER NON-CURRENT ASSETS
|
20 |
DETAILS OF IMPAIRMENT LOSSES
|
|
Note
|
Balance at 31 December 2017
|
Changes in significant accounting policies (Note 3(26))
|
Balance at 1 January 2018
|
Provision for the year
|
Written back for the year
|
Written off for the year
|
Other increase/ (decrease)
|
Balance at 31 December 2018
|
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|
Allowance for doubtful accounts
|
||||||||||
Included: Bills receivable and accounts receivable
|
8
|
612
|
—
|
612
|
83
|
(77)
|
(19)
|
7
|
606
|
|
Prepayments
|
9
|
25
|
—
|
25
|
31
|
(2)
|
(1)
|
—
|
53
|
|
Other receivables
|
10
|
1,486
|
—
|
1,486
|
78
|
(69)
|
(18)
|
4
|
1,481
|
|
2,123
|
—
|
2,123
|
192
|
(148)
|
(38)
|
11
|
2,140
|
|||
Inventories
|
11
|
1,155
|
—
|
1,155
|
5,535
|
(114)
|
(217)
|
17
|
6,376
|
|
Long-term equity investments
|
12
|
1,614
|
—
|
1,614
|
7
|
—
|
(13)
|
78
|
1,686
|
|
Fixed assets
|
13
|
74,135
|
—
|
74,135
|
6,149
|
—
|
(1,195)
|
(26)
|
79,063
|
|
Construction in progress
|
14
|
1,780
|
—
|
1,780
|
28
|
—
|
(1)
|
47
|
1,854
|
|
Intangible assets
|
15
|
886
|
—
|
886
|
—
|
—
|
(2)
|
15
|
899
|
|
Goodwill
|
16
|
7,861
|
—
|
7,861
|
—
|
—
|
—
|
—
|
7,861
|
|
Others
|
49
|
(16)
|
33
|
97
|
—
|
—
|
(28)
|
102
|
||
Total
|
89,603
|
(16)
|
89,587
|
12,008
|
(262)
|
(1,466)
|
114
|
99,981
|
21 |
SHORT-TERM LOANS
|
|
At 31 December 2018
|
At 31 December 2017
|
|||||
|
Original currency million
|
Exchange rates
|
RMB million
|
Original currency million
|
Exchange rates
|
RMB million
|
|
Short-term bank loans
|
17,088
|
31,105
|
|||||
–Renminbi loans
|
13,201
|
23,685
|
|||||
–US Dollar loans
|
566
|
6.8632
|
3,887
|
1,136
|
6.5342
|
7,420
|
|
Short-term other loans
|
300
|
299
|
|||||
–Renminbi loans
|
300
|
299
|
|||||
Short-term loans from Sinopec Group Company and fellow subsidiaries
|
27,304
|
23,297
|
|||||
–Renminbi loans
|
3,061
|
1,706
|
|||||
–US Dollar loans
|
3,319
|
6.8632
|
22,780
|
3,010
|
6.5342
|
19,668
|
|
–HK Dollar loans
|
1,645
|
0.8762
|
1,441
|
2,277
|
0.8359
|
1,903
|
|
–Singapore Dollar loans
|
—
|
—
|
—
|
4
|
4.8831
|
20
|
|
–Euro loans
|
3
|
7.8473
|
22
|
—
|
7.8023
|
—
|
|
Total
|
44,692
|
54,701
|
22 |
BILLS PAYABLE AND ACCOUNTS PAYABLE
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Bills payable (a)
|
6,416
|
6,462
|
Accounts payable (b)
|
186,341
|
200,073
|
Total
|
192,757
|
206,535
|
(a) |
Bills payable
|
(b) |
Accounts payable
|
23 |
CONTRACT LIABILITIES
|
24 |
EMPLOYEE BENEFITS PAYABLE
|
25 |
TAXES PAYABLE
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Value-added tax payable
|
9,810
|
8,899
|
Consumption tax payable
|
59,944
|
39,623
|
Income tax payable
|
6,699
|
13,015
|
Mineral resources compensation fee payable
|
138
|
175
|
Other taxes
|
10,469
|
10,228
|
Total
|
87,060
|
71,940
|
26 |
OTHER PAYABLES
|
27 |
NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR
|
|
At 31 December 2018
|
At 31 December 2017
|
|||||
|
Original currency million
|
Exchange rates
|
RMB million
|
Original currency million
|
Exchange rates
|
RMB million
|
|
Long-term bank loans
|
|||||||
– Renminbi loans
|
12,039
|
1,379
|
|||||
– US Dollar loans
|
5
|
6.8632
|
35
|
4
|
6.5342
|
23
|
|
12,074
|
1,402
|
||||||
Long-term loans from Sinopec Group Company and fellow subsidiaries
|
|||||||
– Renminbi loans
|
4,361
|
2,014
|
|||||
4,361
|
2,014
|
||||||
Long-term loans due within one year
|
16,435
|
3,416
|
|||||
Debentures payable due within one year
|
|||||||
– Renminbi debentures
|
—
|
16,000
|
|||||
– US Dollar debentures
|
—
|
—
|
—
|
1,000
|
6.5342
|
6,532
|
|
—
|
22,532
|
||||||
Others
|
1,015
|
733
|
|||||
Non-current liabilities due within one year
|
17,450
|
26,681
|
28 |
LONG-TERM LOANS
|
|
|
At 31 December 2018
|
At 31 December 2017
|
|||||
|
Interest rate and final maturity
|
Original currency million
|
Exchange rates
|
RMB million
|
Original currency million
|
Exchange rates
|
RMB million
|
|
Long-term bank loans
|
||||||||
– Renminbi loans
|
Interest rates ranging from interest 1.08% to 4.66% per annum at 31 December 2018 with maturities
through 2033
|
31,025
|
25,644
|
|||||
– US Dollar loans
|
Interest rates ranging from interest 1.55% to 4.29% per annum at 31 December 2018 with maturities
through 2031
|
16
|
6.8632
|
109
|
29
|
6.5342
|
192
|
|
Less: Current portion
|
(12,074)
|
(1,402)
|
||||||
Long-term bank loans
|
19,060
|
24,434
|
||||||
Long-term loans from Sinopec Group Company and fellow subsidiaries
|
||||||||
– Renminbi loans
|
Interest rates ranging from interest free to 4.99% per annum at 31 December 2018 with maturities
through 2030
|
46,877
|
45,334
|
|||||
Less: Current portion
|
(4,361)
|
(2,014)
|
||||||
Long-term loans from Sinopec Group Company and fellow subsidiaries
|
42,516
|
43,320
|
||||||
Total
|
61,576
|
67,754
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Between one and two years
|
40,004
|
16,822
|
Between two and five years
|
11,999
|
48,238
|
After five years
|
9,573
|
2,694
|
Total
|
61,576
|
67,754
|
29 |
DEBENTURES PAYABLE
|
|
At 31 December 2018 RMB million
|
At 31 December 2017 RMB million
|
|
Debentures payable:
|
|||
– Corporate Bonds (i)
|
31,951
|
53,902
|
|
Less: Current portion
|
—
|
(22,532)
|
|
Total
|
31,951
|
31,370
|
(i) |
These corporate bonds are carried at amortised cost, including USD denominated corporate bonds of RMB 11,951 million, and RMB denominated corporate bonds of RMB
20,000 million (2017: USD denominated corporate bonds of RMB 17,902 million, and RMB denominated corporate bonds of RMB 36,000 million). At 31 December 2018, corporate bonds of RMB 11,951 million (2017: RMB 17,902 million) are
guaranteed by Sinopec Group Company.
|
30 |
PROVISIONS
|
|
The Group
|
|
RMB million
|
Balance at 1 January 2018
|
39,407
|
Provision for the year
|
1,567
|
Accretion expenses
|
1,438
|
Utilised for the year
|
(598)
|
Exchange adjustments
|
193
|
Balance at 31 December 2018
|
42,007
|
31 |
OTHER NON-CURRENT LIABILITIES
|
32 |
SHARE CAPITAL
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Registered, issued and fully paid:
|
||
95,557,771,046 domestic listed A shares (2017: 95,557,771,046) of RMB 1.00 each
|
95,558
|
95,558
|
25,513,438,600 overseas listed H shares (2017: 25,513,438,600) of RMB 1.00 each
|
25,513
|
25,513
|
Total
|
121,071
|
121,071
|
32 |
SHARE CAPITAL (Continued)
|
33 |
CAPITAL RESERVE
|
|
RMB million
|
Balance at 1 January 2018
|
119,557
|
Transaction with minority interests
|
(12)
|
Others
|
(353)
|
Balance at 31 December 2018
|
119,192
|
34 |
OTHER COMPREHENSIVE INCOME
|
(a) |
The changes of other comprehensive income in consolidated income statement
|
|
Year ended 31 December 2018
|
|||
|
Before-tax amount
|
Tax effect
|
Net-of-tax amount
|
|
|
RMB million
|
RMB million
|
RMB million
|
|
Cash flow hedges:
|
||||
Effective portion of changes in fair value of hedging instruments recognised during the year
|
(12,500)
|
2,159
|
(10,341)
|
|
(Less)/Add: Reclassification adjustments for amounts transferred to the consolidated income statement
|
(730)
|
130
|
(600)
|
|
Subtotal
|
(11,770)
|
2,029
|
(9,741)
|
|
Changes in fair value of other equity instrument investments
|
(41)
|
(12)
|
(53)
|
|
Subtotal
|
(41)
|
(12)
|
(53)
|
|
Other comprehensive income that can be converted into profit or loss under the equity method
|
(240)
|
11
|
(229)
|
|
Subtotal
|
(240)
|
11
|
(229)
|
|
Foreign currency translation differencess
|
3,399
|
—
|
3,399
|
|
Subtotal
|
3,399
|
—
|
3,399
|
|
Other comprehensive income
|
(8,652)
|
2,028
|
(6,624)
|
34 |
OTHER COMPREHENSIVE INCOME (Continued)
|
(a) |
The changes of other comprehensive income in consolidated income
statement (Continued)
|
|
Year ended 31 December 2017
|
|||
|
Before-tax amount
|
Tax effect
|
Net-of-tax amount
|
|
|
RMB million
|
RMB million
|
RMB million
|
|
Cash flow hedges:
|
||||
Effective portion of changes in fair value of hedging instruments recognised during the year
|
(1,314)
|
240
|
(1,074)
|
|
Less/(Add): Adjustments of amounts transferred to initial carrying amount of hedged items
|
4
|
(1)
|
3
|
|
Reclassification adjustments for amounts transferred to the consolidated income statement
|
575
|
(72)
|
503
|
|
Subtotal
|
(1,893)
|
313
|
(1,580)
|
|
Changes in fair value of available-for-sale financial assets recognised during the year
|
(57)
|
—
|
(57)
|
|
Subtotal
|
(57)
|
—
|
(57)
|
|
Share of other comprehensive loss in associates and joint ventures
|
1,053
|
—
|
1,053
|
|
Subtotal
|
1,053
|
—
|
1,053
|
|
Foreign currency translation differences
|
(3,792)
|
—
|
(3,792)
|
|
Subtotal
|
(3,792)
|
—
|
(3,792)
|
|
Other comprehensive income
|
(4,689)
|
313
|
(4,376)
|
(b) |
The change of each item in other comprehensive income
|
|
Equity Attributable to shareholders of the company
|
|
Minority interests
|
Total other comprehensive income
|
||||
|
Other comprehensive income that can be converted into profit or loss
under the equity method
|
Changes in fair value of available-for-sale financial assets
|
Changes in fair value of other equity instrument investments
|
Cash flow hedges
|
Foreign currency translation differences
|
Subtotal
|
|
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
31 December 2016
|
(4,161)
|
97
|
—
|
1,132
|
2,000
|
(932)
|
(1,888)
|
(2,820)
|
Changes in 2017
|
680
|
(40)
|
—
|
(1,642)
|
(2,479)
|
(3,481)
|
(895)
|
(4,376)
|
31 December 2017
|
(3,481)
|
57
|
—
|
(510)
|
(479)
|
(4,413)
|
(2,783)
|
(7,196)
|
Change in accounting policy
|
—
|
(57)
|
45
|
—
|
—
|
(12)
|
—
|
(12)
|
1 January 2018
|
(3,481)
|
—
|
45
|
(510)
|
(479)
|
(4,425)
|
(2,783)
|
(7,208)
|
Changes in 2018
|
(183)
|
—
|
(41)
|
(4,407)
|
2,282
|
(2,349)
|
994
|
(1,355)
|
31 December 2018
|
(3,664)
|
—
|
4
|
(4,917)
|
1,803
|
(6,774)
|
(1,789)
|
(8,563)
|
35 |
SURPLUS RESERVES
|
|
The Group
|
||
|
Statutory surplus reserve
|
Discretionary surplus reserves
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
Balance at 1 January 2018
|
82,682
|
117,000
|
199,682
|
Appropriation
|
3,996
|
—
|
3,996
|
Balance at 31 December 2018
|
86,678
|
117,000
|
203,678
|
(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.
|
36 |
OPERATING INCOME AND OPERATING COSTS
|
|
The Group
|
The Company
|
||
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Income from principal operations
|
2,825,613
|
2,300,470
|
1,022,195
|
824,100
|
Income from other operations
|
65,566
|
59,723
|
36,298
|
33,378
|
Total
|
2,891,179
|
2,360,193
|
1,058,493
|
857,478
|
Operating costs
|
2,401,012
|
1,890,398
|
812,355
|
633,114
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Income from principal operations
|
2,825,613
|
2,300,470
|
Crude oil
|
519,910
|
421,585
|
Gasoline
|
711,236
|
600,113
|
Diesel
|
594,008
|
503,406
|
Basic chemical feedstock
|
250,884
|
205,722
|
Kerosene
|
168,823
|
115,739
|
Synthetic resin
|
124,618
|
107,633
|
Natural gas
|
43,205
|
34,277
|
Synthetic fiber monomers and polymers
|
77,572
|
61,998
|
Others (i)
|
335,357
|
249,997
|
Income from other operations
|
65,566
|
59,723
|
Sale of materials and others
|
64,503
|
58,930
|
Rental income
|
1,063
|
793
|
Total
|
2,891,179
|
2,360,193
|
(i) |
Others are primarily liquefied petroleum gas and other refinery and chemical by-products and joint products.
|
37 |
TAXES AND SURCHARGES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Consumption tax
|
201,901
|
192,907
|
City construction tax
|
18,237
|
18,274
|
Education surcharge
|
13,187
|
13,811
|
Resources tax
|
6,021
|
4,841
|
Others
|
7,152
|
5,459
|
Total
|
246,498
|
235,292
|
38 |
FINANCIAL EXPENSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Interest expenses incurred
|
6,376
|
6,368
|
Less: Capitalised interest expenses
|
493
|
723
|
Net interest expenses
|
5,883
|
5,645
|
Accretion expenses (Note 30)
|
1,438
|
1,501
|
Interest income
|
(7,726)
|
(5,254)
|
Net foreign exchange gain
|
(596)
|
(332)
|
Total
|
(1,001)
|
1,560
|
39 |
CLASSIFICATION OF EXPENSES BY NATURE
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Purchased crude oil, products and operating supplies and expenses
|
2,292,983
|
1,770,651
|
Personnel expenses
|
77,721
|
74,854
|
Depreciation, depletion and amortisation
|
109,967
|
115,310
|
Exploration expenses (including dry holes)
|
10,744
|
11,089
|
Other expenses
|
61,083
|
64,566
|
Total
|
2,552,498
|
2,036,470
|
40 |
RESEARCH AND DEVELOPMENT EXPENSES
|
41 |
EXPLORATION EXPENSES
|
42 |
IMPAIRMENT LOSSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Receivables
|
—
|
110
|
Inventories
|
5,421
|
423
|
Long-term equity investment
|
7
|
936
|
Fixed assets
|
6,149
|
19,836
|
Construciton in Progress
|
28
|
252
|
Intangible assets
|
—
|
19
|
Others
|
—
|
215
|
Total
|
11,605
|
21,791
|
43 |
OTHER INCOME
|
44 |
INVESTMENT INCOME
|
|
The Group
|
The Company
|
||
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Income from investment of subsidiaries accounted for under cost method
|
—
|
—
|
25,390
|
31,118
|
Income from investment accounted for under equity method
|
13,974
|
16,525
|
4,259
|
5,774
|
Investment income/(loss) from disposal of long-term equity investments
|
397
|
(26)
|
(2,768)
|
(21)
|
Dividend income from holding of other equity instruments
|
515
|
—
|
14
|
—
|
Investment income from holding/disposal of available-for sale financial assets
|
—
|
199
|
—
|
13
|
Investment (loss)/income from disposal of financial assets and liabilities and derivative financial instruments at fair value through profit
or loss
|
(1,940)
|
(752)
|
692
|
—
|
(Loss)/gain from ineffective portion of cash flow hedges
|
(1,604)
|
(916)
|
7
|
(88)
|
Gain on remeasurement of interests in Shanghai SECCO
|
—
|
3,941
|
—
|
—
|
Others
|
86
|
89
|
742
|
1,262
|
Total
|
11,428
|
19,060
|
28,336
|
38,058
|
45 |
GAIN FROM CHANGES IN FAIR VALUE
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Changes in fair value of financial assets and financial liabilities at fair value through gain/(loss), net
|
3,008
|
(157)
|
Unrealised (losses)/gains from ineffective portion cash flow hedges, net
|
(374)
|
103
|
Others
|
22
|
41
|
Total
|
2,656
|
(13)
|
46 |
NON-OPERATING INCOME
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Government grants
|
788
|
427
|
Others
|
1,282
|
890
|
Total
|
2,070
|
1,317
|
47 |
NON-OPERATING EXPENSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Fines, penalties and compensation
|
276
|
89
|
Donations
|
180
|
152
|
Others
|
2,586
|
1,468
|
Total
|
3,042
|
1,709
|
48 |
INCOME TAX EXPENSE
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Provision for income tax for the year
|
27,176
|
26,668
|
Deferred taxation
|
(6,244)
|
(10,317)
|
Under-provision for income tax in respect of preceding year
|
(719)
|
(72)
|
Total
|
20,213
|
16,279
|
48 |
INCOME TAX EXPENSE (Continued)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Profit before taxation
|
100,502
|
86,573
|
Expected income tax expense at a tax rate of 25%
|
25,126
|
21,643
|
Tax effect of non-deductible expenses
|
1,989
|
1,936
|
Tax effect of non-taxable income
|
(5,019)
|
(5,939)
|
Tax effect of preferential tax rate (i)
|
(1,259)
|
(793)
|
Effect of income taxes at foreign operations
|
77
|
(1,394)
|
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
|
(779)
|
(613)
|
Tax effect of tax losses not recognised
|
609
|
1,485
|
Write-down of deferred tax assets
|
188
|
26
|
Adjustment for under provision for income tax in respect of preceding years
|
(719)
|
(72)
|
Actual income tax expense
|
20,213
|
16,279
|
(i) |
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 western regions in the PRC are taxed at preferential
income tax rate of 15% through the year 2020.
|
49 |
DIVIDENDS
|
(a) |
Dividends of ordinary shares declared after the balance sheet date
|
(b) |
Dividends of ordinary shares declared during the year
|
50 |
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT
|
(a) |
Reconciliation of net profit to cash flows from operating activities:
|
|
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Net profit
|
80,289
|
70,294
|
|
Add:
|
Impairment losses on assets
|
11,605
|
21,791
|
|
Credit impairment losses
|
141
|
—
|
|
Depreciation of fixed assets
|
99,462
|
106,149
|
|
Amortisation of intangible assets and long-term deferred expenses
|
10,505
|
9,161
|
|
Dry hole costs written off
|
6,921
|
6,876
|
|
Net loss on disposal of non-current assets
|
1,526
|
1,518
|
|
Fair value (gain)/loss
|
(2,656)
|
13
|
|
Financial expenses
|
(359)
|
676
|
|
Investment income
|
(11,428)
|
(19,060)
|
|
Increase in deferred tax assets
|
(5,079)
|
(4,707)
|
|
Decrease in deferred tax liabilities
|
(1,165)
|
(5,610)
|
|
Increase in inventories
|
(3,312)
|
(28,903)
|
|
Safety fund reserve
|
909
|
126
|
|
Increase in operating receivables
|
(1,043)
|
(31,151)
|
|
(Decrease)/increase in operating payables
|
(10,448)
|
63,762
|
Net cash flow from operating activities
|
175,868
|
190,935
|
50 |
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT (CONTINUED)
|
(b) |
Net change in cash:
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Cash balance at the end of the year
|
111,922
|
113,218
|
Less: Cash at the beginning of the year
|
113,218
|
124,468
|
Net decrease of cash
|
(1,296)
|
(11,250)
|
(c) |
The analysis of cash held by the Group is as follows:
|
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
|
Cash at bank and on hand
|
|||
– Cash on hand
|
82
|
14
|
|
– Demand deposits
|
111,840
|
113,204
|
|
Cash at the end of the year
|
111,922
|
113,218
|
51 |
BUSINESS COMBAINATION
|
Acquiree
|
Time of
acquisition |
Costof
acquisition |
Share of Acquired equity
|
Acquisition method
|
Acquisition date
|
Basis of determination on acquisition date
|
Income of the acquiree from acquisition date to end of year
|
Net profits of the acquiree from acquisition date to end of year
|
Operating cash flow of the acquiree from acquisition date to end of
year
|
Net cash flow of the acquiree from acquisition date to end of year
|
Shanghai SECCO
|
26/10/2017
|
RMB 10,135
million
|
50%
|
Cash
|
26/10/2017
|
Acquirer gaining
actual control
over acquiree
|
RMB 5,222
million
|
RMB 726
million
|
RMB 1,639
million
|
RMB 7,205
million
|
|
Shanghai SECCO RMB million
|
Purchase consideration
|
|
– Cash consideration for the purchase of 50% equity interest acquired
|
10,135
|
– Acquisition-date fair value of the 50% equity interest held before the acquisition
|
10,135
|
Total purchase consideration
|
20,270
|
Less: Net assets acquired
|
17,729
|
Goodwill (Note 16)
|
2,541
|
51 |
BUSINESS COMBAINATION (Continued)
|
|
Fair value at the Acquisition Date
|
Book value at the Acquisition Date
|
Book value
At December 31 2016 |
Cash and cash equivalents
|
5,653
|
5,653
|
2,343
|
Bills receivable
|
641
|
641
|
621
|
Accounts and other receivables
|
558
|
558
|
251
|
Inventories
|
1,702
|
1,558
|
1,643
|
Prepayments
|
1,349
|
1,349
|
354
|
Other current assets
|
761
|
791
|
386
|
Total current assets
|
10,664
|
10,550
|
5,598
|
Fixed assets
|
9,587
|
4,860
|
5,665
|
Construction in progress
|
231
|
229
|
117
|
Intangible assets
|
2,937
|
662
|
613
|
Long-term deferred expenses
|
117
|
117
|
168
|
Deferred tax assets
|
11
|
12
|
19
|
Other non-current assets
|
—
|
7
|
—
|
Total non-current assets
|
12,883
|
5,887
|
6,582
|
Total assets
|
23,547
|
16,437
|
12,180
|
Accounts and other payables
|
(2,115)
|
(2,115)
|
(936)
|
Bills payable
|
—
|
—
|
(35)
|
Advances from customers
|
(383)
|
(383)
|
(376)
|
Employee benefits payable
|
(96)
|
(96)
|
(99)
|
Taxes payable
|
(1,438)
|
(1,438)
|
(538)
|
Total current liabilities
|
(4,032)
|
(4,032)
|
(1,984)
|
Deferred tax liabilities
|
(1,786)
|
—
|
—
|
Net assets acquired
|
17,729
|
12,405
|
10,196
|
52 |
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
|
Unified social credit identifier
|
:
|
9111000010169286X1
|
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
|
:
|
Dai Houliang
|
Registered capital
|
:
|
RMB 274,900 million
|
(2) |
Related parties not having the ability to exercise control over the Group
|
52 |
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
|
(3) |
The principal related party transactions with Sinopec Group Company and fellow subsidiaries, associates and joint ventures, which were carried
out in the ordinary course of business, are as follows:
|
|
|
The Group
|
|
|
Note
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Sales of goods
|
(i)
|
272,789
|
244,211
|
Purchases
|
(ii)
|
192,224
|
165,993
|
Transportation and storage
|
(iii)
|
7,319
|
7,716
|
Exploration and development services
|
(iv)
|
23,489
|
21,210
|
Production related services
|
(v)
|
28,472
|
20,824
|
Ancillary and social services
|
(vi)
|
6,664
|
6,653
|
Operating lease charges for land
|
(vii)
|
7,765
|
8,015
|
Operating lease charges for buildings
|
(vii)
|
521
|
510
|
Other operating lease charges
|
(vii)
|
869
|
626
|
Agency commission income
|
(viii)
|
113
|
127
|
Interest income
|
(ix)
|
848
|
807
|
Interest expense
|
(x)
|
1,110
|
554
|
Net deposits withdrawn from/(placed with) related parties
|
(ix)
|
6,457
|
(7,441)
|
Net funds obtained from related parties
|
(xi)
|
31,684
|
19,661
|
(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, firefighting, 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, and management services.
|
(vi) |
Ancillary and social services represent expenditures for social welfare and support services such as educational facilities, media communication services,
sanitation, accommodation, canteens and property maintenance.
|
(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 income represents interest received from deposits placed with Sinopec Finance 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.
|
(x) |
Interest expense represents interest charges on the loans obtained from Sinopec Group Company and fellow subsidiaries.
|
(xi) |
The Group obtained loans, discounted bills and others from to Sinopec Group Company and fellow subsidiaries.
|
52 |
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
|
(3) |
The principal related party transactions with Sinopec Group Company and
fellow subsidiaries, associates and joint ventures, which were carried out in the ordinary course of business, are as follows: (Continued)
|
(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. 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.
|
(f) |
On the basis of a series of continuing connected transaction agreements signed in 2000, the Company and Sinopec Group Company have signed the Fifth Supplementary
Agreement and the Fourth Revised Memorandum of land use rights leasing contract on August 24, 2018, which took effect on January 1, 2019 and made adjustment to “Mutual Supply Agreement”, “Agreement for Provision of Cultural and
Educational, Health Care and Community Services”, “Buildings Leasing Contract”, “Intellectual Property Contract” and “Land Use Rights Leasing Contract” etc.,. The memorandum was effective since January 1, 2019. Sinopec Group Company
agreed to lease 410 million square meters of land to the Company, and to adjust the total fee of land to about RMB 14 billion, according to the newly confirmed area of leasing land and the situation of land market.
|
52 |
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
|
(4) |
Balances with Sinopec Group Company and fellow subsidiaries, associates and joint ventures
|
|
The ultimate holding company
|
Other related companies
|
||
|
At 31 December
2018
|
At 31 December
2017
|
At 31 December
2018
|
At 31 December
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cash and cash equivalents
|
—
|
—
|
41,057
|
47,514
|
Bills receivable and accounts receivable
|
11
|
19
|
7,544
|
13,155
|
Other receivables
|
33
|
33
|
6,901
|
5,411
|
Prepayments and other current assets
|
—
|
—
|
731
|
189
|
Other non-current assets
|
—
|
—
|
23,482
|
20,726
|
Bills payable and accounts payable
|
19
|
43
|
17,511
|
24,061
|
Advances from customers
|
—
|
12
|
—
|
2,763
|
Contract liabilities
|
25
|
—
|
3,248
|
—
|
Other payables
|
2
|
104
|
18,158
|
18,111
|
Other non-current liabilities
|
—
|
—
|
12,470
|
10,165
|
Short-term loans
|
—
|
—
|
27,304
|
23,297
|
Long-term loans (including current portion) (Note)
|
—
|
—
|
46,877
|
45,334
|
Note: |
The long-term borrowings mainly include an interest-free loan with a maturity period of 20 years amounting to RMB 35,560 million from the Sinopec Group Company
through the Sinopec Finance. This borrowing is a special arrangement to reduce financing costs and improve liquidity of the Company during its initial
global offering in 2000.
|
(5) |
Key management personnel emoluments
|
|
2018
|
2017
|
|
RMB thousand
|
RMB thousand
|
Short-term employee benefits
|
5,745
|
5,344
|
Retirement scheme contributions
|
351
|
424
|
Total
|
6,096
|
5,768
|
53 |
PRINCIPAL ACCOUNTING ESTIMATES AND JUDGEMENTS
|
53 |
PRINCIPAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)
|
(a) |
Oil and gas properties and reserves
|
(b) |
Impairment for assets
|
(c) |
Depreciation
|
(d) |
Measurement of expected credit losses
|
(e) |
Allowance for diminution in value of inventories
|
54 |
PRINCIPAL SUBSIDIARIES
|
Full name
of enterprise
|
Principal activities
|
Registered
capital/
paid-up capital
|
Actual
investment
at 31
December
2018
|
Percentage of
equity interest/
voting right
held by the
Group
|
Minority
Interests
at 31
December
2018
|
|
|
|
million
|
million
|
%
|
RMB million
|
|
(a)
|
Subsidiaries acquired through group restructuring:
|
|||||
China Petrochemical International Company Limited
|
Trading of petrochemical products
|
RMB 1,400
|
RMB 1,856
|
100.00
|
27
|
|
China International United Petroleum and Chemical Company Limited
|
Trading of crude oil and petrochemical products
|
RMB 3,000
|
RMB 4,585
|
100.00
|
4,355
|
|
Sinopec Catalyst Company Limited
|
Production and sale of catalyst products
|
RMB 1,500
|
RMB 1,562
|
100.00
|
271
|
|
Sinopec Yangzi Petrochemical Company Limited
|
Manufacturing of intermediate petrochemical products and petroleum products
|
RMB 15,651
|
RMB 15,651
|
100.00
|
—
|
|
Sinopec Pipeline Storage & Transportation Company Limited
|
Pipeline storage and transportation of crude oil
|
RMB 12,000
|
RMB 12,000
|
100.00
|
—
|
|
Sinopec Lubricant Company Limited
|
Production and sale of refined petroleum products, lubricant base oil, and petrochemical
materials
|
RMB 3,374
|
RMB 3,374
|
100.00
|
65
|
|
Sinopec Yizheng Chemical Fibre Limited Liability Company
|
Production and sale of polyester chips and polyester fibres
|
RMB 4,000
|
RMB 6,713
|
100.00
|
—
|
|
Sinopec Marketing Co. Limited (“Marketing Company”)
|
Marketing and distribution of refined petroleum products
|
RMB 28,403
|
RMB 20,000
|
70.42
|
66,827
|
|
Sinopec Kantons Holdings Limited (“Sinopec Kantons”)
|
Provision of crude oil jetty services and natural gas pipeline transmission services
|
HKD 248
|
HKD 3,952
|
60.33
|
4,085
|
|
Sinopec Shanghai Petrochemical Company Limited (“Shanghai Petrochemical”)
|
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and
petroleum products
|
RMB 10,824
|
RMB 5,820
|
50.44
|
15,168
|
|
Fujian Petrochemical Company Limited (“Fujian Petrochemical”) (i)
|
Manufacturing of plastics, intermediate petrochemical products and petroleum products
|
RMB 8,140
|
RMB 4,070
|
50.00
|
5,761
|
|
(b)
|
Subsidiaries established by the Group:
|
|||||
Sinopec International Petroleum Exploration and Production Limited (“SIPL”)
|
Investment in exploration, production and sale of petroleum and natural gas
|
RMB 8,000
|
RMB 8,000
|
100.00
|
17,952
|
|
Sinopec Overseas Investment Holding Limited (“SOIH”)
|
Investment holding of overseas business
|
USD 1,662
|
USD 1,662
|
100.00
|
—
|
|
Sinopec Chemical Sales Company Limited
|
Marketing and distribution of petrochemical products
|
RMB 1,000
|
RMB 1,165
|
100.00
|
70
|
|
Sinopec Great Wall Energy & Chemical Company Limited
|
Coal chemical industry investment management, production and sale of coal chemical products
|
RMB 22,761
|
RMB 22,795
|
100.00
|
(28)
|
|
Sinopec Beihai Refining and Chemical Limited Liability Company
|
Import and processing of crude oil, production, storage and sale of petroleum products and
petrochemical products
|
RMB 5,294
|
RMB 5,240
|
98.98
|
119
|
|
Sinopec Qingdao Refining and Chemical Company Limited
|
Manufacturing of intermediate petrochemical products and petroleum products
|
RMB 5,000
|
RMB 4,250
|
85.00
|
1,810
|
|
Sinopec-SK (Wuhan) Petrochemical Company Limited (“Zhonghan Wuhan”)
|
Production, sale, research and development of ethylene and downstream byproducts
|
RMB 6,270
|
RMB 4,076
|
65.00
|
4,560
|
|
(c)
|
Subsidiaries acquired through business combination under common control:
|
|||||
Sinopec Hainan Refining and Chemical Company Limited
|
Manufacturing of intermediate petrochemical products and petroleum products
|
RMB 3,986
|
RMB 2,990
|
75.00
|
2,582
|
|
Sinopec Qingdao Petrochemical Company Limited
|
Manufacturing of intermediate petrochemical products and petroleum products
|
RMB 1,595
|
RMB 7,233
|
100.00
|
—
|
|
Gaoqiao Petrochemical Company Limited
|
Manufacturing of intermediate petrochemical products and petroleum products
|
RMB 10,000
|
RMB 4,804
|
55.00
|
6,851
|
|
(d)
|
Subsidiaries acquired through business combination not under common control:
|
|||||
Shanghai SECCO Petrochemical Company Limited (“Shanghai SECCO”) (note 51)
|
Production and sale of petrochemical products
|
RMB 7,801
|
RMB 7,801
|
67.60
|
5,802
|
* |
The minority interests of subsidiaries which the Group holds 100% of equity interests at the end of the year are the minority interests of their subsidiaries.
|
(i) |
The Group consolidated the financial statements of the entity because it is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those return through its power over the entity.
|
54 |
PRINCIPAL SUBSIDIARIES (Continued)
|
|
Marketing Company
|
SIPL
|
Shanghai Petrochemical
|
Fujian Petrochemical
|
Sinopec Kantons
|
Shanghai SECCO
|
Zhonghan Wuhan
|
|||||||
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
At 31
December
|
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Current assets
|
130,861
|
156,494
|
16,731
|
19,555
|
25,299
|
19,866
|
816
|
992
|
1,209
|
1,196
|
9,537
|
11,602
|
2,750
|
1,636
|
Current liabilities
|
(181,766)
|
(212,620)
|
(483)
|
(7,118)
|
(13,913)
|
(10,922)
|
(50)
|
(376)
|
(3,722)
|
(2,351)
|
(2,233)
|
(4,174)
|
(2,333)
|
(3,975)
|
Net current (liabilities)/assets
|
(50,905)
|
(56,126)
|
16,248
|
12,437
|
11,386
|
8,944
|
766
|
616
|
(2,513)
|
(1,155)
|
7,304
|
7,428
|
417
|
(2,339)
|
Non-current assets
|
261,062
|
253,455
|
38,020
|
34,769
|
19,241
|
19,743
|
11,444
|
9,925
|
12,895
|
13,089
|
12,301
|
12,797
|
12,612
|
13,598
|
Non-current liabilities
|
(2,086)
|
(1,774)
|
(31,050)
|
(28,523)
|
(140)
|
(146)
|
(688)
|
(681)
|
(132)
|
(2,430)
|
(1,698)
|
(1,740)
|
—
|
—
|
Net non-current assets
|
258,976
|
251,681
|
6,970
|
6,246
|
19,101
|
19,597
|
10,756
|
9,244
|
12,763
|
10,659
|
10,603
|
11,057
|
12,612
|
13,598
|
Year ended 31 December
|
Marketing Company
|
SIPL
|
Shanghai Petrochemical
|
Fujian Petrochemical
|
Sinopec Kantons
|
Shanghai SECCO (ii)
|
Zhonghan Wuhan
|
|||||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
1,443,698
|
1,221,530
|
5,037
|
6,136
|
107,765
|
92,014
|
5,261
|
6,068
|
1,398
|
1,498
|
26,320
|
5,222
|
17,134
|
16,139
|
Profit for the year
|
21,995
|
27,517
|
3,272
|
1,075
|
5,277
|
6,152
|
1,595
|
2,757
|
1,065
|
1,046
|
3,099
|
726
|
1,879
|
2,733
|
Total comprehensive income
|
22,538
|
26,983
|
4,536
|
396
|
5,270
|
6,152
|
1,595
|
2,757
|
1,067
|
1,146
|
3,099
|
726
|
1,879
|
2,733
|
Comprehensive income/ (loss) attributable to minority interests
|
7,780
|
9,033
|
2,737
|
(38)
|
2,612
|
3,081
|
798
|
1,378
|
399
|
433
|
1,004
|
235
|
658
|
957
|
Dividends paid to minority interests
|
3,964
|
9,544
|
—
|
—
|
1,616
|
1,344
|
600
|
625
|
104
|
70
|
1,191
|
—
|
—
|
—
|
Net cash generated from/ (used in) operating activities
|
24,825
|
51,038
|
3,467
|
2,758
|
6,695
|
7,078
|
38
|
(558)
|
738
|
968
|
3,766
|
1,639
|
3,308
|
2,976
|
(ii) |
On 26 October 2017, a subsidiary of the Company, Gaoqiao Petrochemical Co., Ltd., purchased 50% equity interest in Shanghai SECCO from BP Chemicals East China
Investment Limited. Therefore summarised consolidated statement of comprehensive income and cash flow of Shanghai SECCO presents the results from the acquisition date to 31 December 2017.
|
55 |
COMMITMENTS
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within one year
|
15,625
|
11,114
|
Between one and two years
|
14,668
|
11,492
|
Between two and three years
|
13,986
|
10,730
|
Between three and four years
|
13,734
|
10,552
|
Between four and five years
|
13,494
|
10,428
|
Thereafter
|
281,287
|
202,806
|
Total
|
352,794
|
257,122
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Authorised and contracted for (i)
|
141,045
|
120,386
|
Authorised but not contracted for
|
54,392
|
57,997
|
Total
|
195,437
|
178,383
|
(i) |
The investment commitments of the Group is RMB 5,553 million (2017: RMB 3,364
million).
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within one year
|
380
|
205
|
Between one and two years
|
79
|
83
|
Between two and three years
|
33
|
32
|
Between three and four years
|
28
|
28
|
Between four and five years
|
28
|
28
|
Thereafter
|
852
|
882
|
Total
|
1,400
|
1,258
|
56 |
CONTINGENT LIABILITIES
|
(a) |
The Company has been advised by its PRC lawyers that, except for liabilities constituting or arising out of or relating to the business assumed by the Company in
the Reorganisation, no other liabilities were assumed by the Company, and the Company is not jointly and severally liable for other debts and obligations incurred by Sinopec Group Company prior to the Reorganisation.
|
(b) |
At 31 December 2018 and 31 December 2017, the guarantees by the Group in respect of facilities granted to the parties below are as follows:
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Joint ventures
|
5,033
|
940
|
Associates (i)
|
12,168
|
13,520
|
Others
|
7,197
|
9,732
|
Total
|
24,398
|
24,192
|
(i) |
The Group provided a guarantee in respect to standby credit facilities granted to Zhongtian Synergetic Energy by banks amount to RMB 17,050 million. At 31
December 2018, the amount withdrawn by Zhongtian Synergetic Energy and guaranteed by the Group was RMB 12,168 million (2017:RMB 13,520 million).
|
57 |
SEGMENT REPORTING
|
(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.
|
57 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets and liabilities
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Income from principal operations
|
||
Exploration and production
|
||
External sales
|
93,499
|
69,168
|
Inter-segment sales
|
95,954
|
77,804
|
189,453
|
146,972
|
|
Refining
|
||
External sales
|
148,930
|
132,478
|
Inter-segment sales
|
1,109,088
|
874,271
|
1,258,018
|
1,006,749
|
|
Marketing and distribution
|
||
External sales
|
1,408,989
|
1,191,902
|
Inter-segment sales
|
5,224
|
3,962
|
1,414,213
|
1,195,864
|
|
Chemicals
|
||
External sales
|
457,406
|
373,814
|
Inter-segment sales
|
73,835
|
49,615
|
531,241
|
423,429
|
|
Corporate and others
|
||
External sales
|
716,789
|
533,108
|
Inter-segment sales
|
650,271
|
440,303
|
1,367,060
|
973,411
|
|
Elimination of inter-segment sales
|
(1,934,372)
|
(1,445,955)
|
Consolidated income from principal operations
|
2,825,613
|
2,300,470
|
Income from other operations
|
||
Exploration and production
|
10,738
|
10,533
|
Refining
|
5,389
|
5,104
|
Marketing and distribution
|
32,424
|
28,333
|
Chemicals
|
15,492
|
14,314
|
Corporate and others
|
1,523
|
1,439
|
Consolidated income from other operations
|
65,566
|
59,723
|
Consolidated operating income
|
2,891,179
|
2,360,193
|
57 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets
and liabilities (Continued)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Operating (loss)/profit
|
||
By segment
|
||
Exploration and production
|
(11,557)
|
(47,399)
|
Refining
|
53,703
|
64,047
|
Marketing and distribution
|
24,106
|
32,011
|
Chemicals
|
25,970
|
22,796
|
Corporate and others
|
(8,151)
|
(3,160)
|
Elimination
|
(3,634)
|
(1,655)
|
Total segment operating profit
|
80,437
|
66,640
|
Investment income
|
||
Exploration and production
|
2,595
|
1,401
|
Refining
|
429
|
1,017
|
Marketing and distribution
|
2,676
|
2,951
|
Chemicals
|
6,905
|
13,648
|
Corporate and others
|
(1,177)
|
43
|
Total segment investment income
|
11,428
|
19,060
|
Less: Financial expenses
|
(1,001)
|
1,560
|
Add: Other income
|
6,694
|
4,356
|
Gain/(loss) from changes in fair value
|
2,656
|
(13)
|
Loss from asset disposal
|
(742)
|
(1,518)
|
Operating profit
|
101,474
|
86,965
|
Add: Non-operating income
|
2,070
|
1,317
|
Less: Non-operating expenses
|
3,042
|
1,709
|
Profit before taxation
|
100,502
|
86,573
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Assets
|
||
Segment assets
|
||
Exploration and production
|
321,686
|
343,404
|
Refining
|
271,356
|
273,123
|
Marketing and distribution
|
317,641
|
309,727
|
Chemicals
|
156,865
|
158,472
|
Corporate and others
|
152,799
|
170,045
|
Total segment assets
|
1,220,347
|
1,254,771
|
Cash at bank and on hand
|
167,015
|
165,004
|
Long-term equity investments
|
145,721
|
131,087
|
Deferred tax assets
|
21,694
|
15,131
|
Other unallocated assets
|
37,531
|
29,511
|
Total assets
|
1,592,308
|
1,595,504
|
Liabilities
|
||
Segment liabilities
|
||
Exploration and production
|
93,874
|
99,367
|
Refining
|
103,709
|
101,429
|
Marketing and distribution
|
159,028
|
163,680
|
Chemicals
|
37,380
|
35,207
|
Corporate and others
|
144,138
|
117,756
|
Total segment liabilities
|
538,129
|
517,439
|
Short-term loans
|
44,692
|
54,701
|
Non-current liabilities due within one year
|
17,450
|
26,681
|
Long-term loans
|
61,576
|
67,754
|
Debentures payable
|
31,951
|
31,370
|
Deferred tax liabilities
|
5,948
|
6,466
|
Other non-current liabilities
|
27,276
|
16,440
|
Other unallocated liabilities
|
7,627
|
20,583
|
Total liabilities
|
734,649
|
741,434
|
57 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets
and liabilities (Continued)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Capital expenditure
|
||
Exploration and production
|
42,155
|
31,344
|
Refining
|
27,908
|
21,075
|
Marketing and distribution
|
21,429
|
21,539
|
Chemicals
|
19,578
|
23,028
|
Corporate and others
|
6,906
|
2,398
|
117,976
|
99,384
|
|
Depreciation, depletion and amortisation
|
||
Exploration and production
|
60,331
|
66,843
|
Refining
|
18,164
|
18,408
|
Marketing and distribution
|
16,296
|
15,463
|
Chemicals
|
13,379
|
12,873
|
Corporate and others
|
1,797
|
1,723
|
109,967
|
115,310
|
|
Impairment losses on long-lived assets
|
||
Exploration and production
|
4,274
|
13,556
|
Refining
|
353
|
1,894
|
Marketing and distribution
|
264
|
675
|
Chemicals
|
1,374
|
4,922
|
Corporate and others
|
16
|
211
|
6,281
|
21,258
|
(2) |
Geographical information
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
External sales
|
||
Mainland China
|
2,119,580
|
1,758,365
|
Singapore
|
395,129
|
269,349
|
Others
|
376,470
|
332,479
|
2,891,179
|
2,360,193
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Non-current assets
|
||
Mainland China
|
989,668
|
979,329
|
Others
|
50,892
|
48,572
|
1,040,560
|
1,027,901
|
58 |
FINANCIAL INSTRUMENTS
|
● |
credit risk;
|
● |
liquidity risk; and
|
● |
market risk.
|
(i) |
Risk management
|
(ii) |
Impairment of financial assets
|
58 |
FINANCIAL INSTRUMENTS (Continued)
|
|
At 31 December 2018
|
|||||
|
Carrying
amount
|
Total
contractual
undiscounted
cash flow
|
Within
one year or
on demand
|
More than
one year but
less than
two years
|
More than
two years but
less than
five years
|
More than
five years
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Short-term loans
|
44,692
|
45,040
|
45,040
|
—
|
—
|
—
|
Non-current liabilities due within one year
|
17,450
|
18,053
|
18,053
|
—
|
—
|
—
|
Long-term loans
|
61,576
|
66,387
|
792
|
40,885
|
13,807
|
10,903
|
Debentures payable
|
31,951
|
38,674
|
1,269
|
14,030
|
17,124
|
6,251
|
Derivative financial liabilties
|
13,571
|
13,571
|
13,571
|
—
|
—
|
—
|
Bills payable and accounts payable
|
192,757
|
192,757
|
192,757
|
—
|
—
|
—
|
Other payables and employee benefits payable
|
84,775
|
84,775
|
84,775
|
—
|
—
|
—
|
Total
|
446,772
|
459,257
|
356,257
|
54,915
|
30,931
|
17,154
|
|
At 31 December 2017
|
|||||
|
Carrying
amount
|
Total
contractual
undiscounted
cash flow
|
Within
one year or
on demand
|
More than
one year but
less than
two years
|
More than
two years but
less than
five years
|
More than
five years
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Short-term loans
|
54,701
|
55,451
|
55,451
|
—
|
—
|
—
|
Non-current liabilities due within one year
|
26,681
|
27,261
|
27,261
|
—
|
—
|
—
|
Long-term loans
|
67,754
|
70,613
|
1,003
|
17,666
|
49,038
|
2,906
|
Debentures payable
|
31,370
|
39,122
|
1,250
|
1,250
|
22,285
|
14,337
|
Derivative financial liabilties
|
2,665
|
2,665
|
2,665
|
—
|
—
|
—
|
Bills payable and accounts payable
|
206,535
|
206,535
|
206,535
|
—
|
—
|
—
|
Other payables and employee benefits payable
|
96,190
|
96,190
|
96,190
|
—
|
—
|
—
|
Total
|
485,896
|
497,837
|
390,355
|
18,916
|
71,323
|
17,243
|
58 |
FINANCIAL INSTRUMENTS (Continued)
|
(a) |
Currency risk
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
million
|
million
|
Gross exposure arising from loans and borrowings
|
||
US Dollars
|
668
|
204
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
million
|
million
|
US Dollars
|
172
|
50
|
(b) |
Interest rate risk
|
(c) |
Commodity price risk
|
58 |
FINANCIAL INSTRUMENTS (Continued)
|
(i) |
Financial instruments carried at fair value
|
● |
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.
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Assets
|
||||
Financial assets held for trading
|
||||
– Structured deposits
|
—
|
—
|
25,550
|
25,550
|
– Equity investments, listed and at quoted market price
|
182
|
—
|
—
|
182
|
Derivative financial assets:
|
||||
– Derivative financial assets
|
874
|
7,013
|
—
|
7,887
|
Other equity security investments:
|
||||
– Other Investments
|
127
|
—
|
1,323
|
1,450
|
1,183
|
7,013
|
26,873
|
35,069
|
|
Liabilities
|
||||
Derivative financial liabilities:
|
||||
– Derivative financial liabilities
|
5,500
|
8,071
|
—
|
13,571
|
5,500
|
8,071
|
—
|
13,571
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Assets
|
||||
Financial assets held for trading
|
||||
– Structured deposits
|
—
|
—
|
51,196
|
51,196
|
Derivative financial assets:
|
||||
– Derivative financial assets
|
343
|
183
|
—
|
526
|
Available-for-sale financial assets:
|
||||
– Listed
|
178
|
—
|
—
|
178
|
521
|
183
|
51,196
|
51,900
|
|
Liabilities
|
||||
Derivative financial liabilities:
|
||||
– Derivative financial liabilities
|
1,277
|
1,388
|
—
|
2,665
|
1,277
|
1,388
|
—
|
2,665
|
58 |
FINANCIAL INSTRUMENTS (Continued)
|
(ii) |
Fair values of financial instruments carried at other than fair value
|
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Carrying amount
|
63,085
|
79,738
|
Fair value
|
62,656
|
78,040
|
59 |
EXTRAORDINARY GAINS AND LOSSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Extraordinary (gains)/losses for the year:
|
||
Net loss on disposal of non-current assets
|
742
|
1,518
|
Donations
|
180
|
152
|
Government grants
|
(7,482)
|
(4,783)
|
Gain on holding and disposal of various investments
|
(1,023)
|
(148)
|
Gain on remeasurement of interests in the Shanghai SECCO (Note 51)
|
—
|
(3,941)
|
Other non-operating loss, net
|
1,613
|
690
|
(5,970)
|
(6,512)
|
|
Tax effect
|
2,312
|
976
|
Total
|
(3,658)
|
(5,536)
|
Attributable to:
|
||
Equity shareholders of the Company
|
(3,459)
|
(5,537)
|
Minority interests
|
(199)
|
1
|
60 |
BASIC AND DILUTED EARNINGS PER SHARE
|
(i) |
Basic earnings per share
|
|
2018
|
2017
|
Net profit attributable to equity shareholders of the Company (RMB million)
|
63,089
|
51,119
|
Weighted average number of outstanding ordinary shares of the Company (million)
|
121,071
|
121,071
|
Basic earnings per share (RMB/share)
|
0.521
|
0.422
|
|
2018
|
2017
|
Weighted average number of outstanding ordinary shares of the Company at 1 January (million)
|
121,071
|
121,071
|
Weighted average number of outstanding ordinary shares of the Company at 31 December (million)
|
121,071
|
121,071
|
(ii) |
Diluted earnings per share
|
|
2018
|
2017
|
Net profit attributable to equity shareholders of the Company (diluted) (RMB million)
|
63,089
|
51,117
|
Weighted average number of outstanding ordinary shares of the Company (diluted) (million)
|
121,071
|
121,071
|
Diluted earnings per share (RMB/share)
|
0.521
|
0.422
|
|
2018
|
2017
|
Weighted average number of the ordinary shares issued at 31 December (million)
|
121,071
|
121,071
|
Weighted average number of the ordinary shares issued at 31 December (diluted) (million)
|
121,071
|
121,071
|
61 |
RETURN ON NET ASSETS AND EARNINGS PER SHARE
|
|
2018
|
2017
|
||||
|
Weighted
average
return on
net assets
|
Basic
earnings
per share
|
Diluted
earnings
per share
|
Weighted
average
return on
net assets
|
Basic
earnings
per share
|
Diluted
earnings
per share
|
|
(%)
|
(RMB/Share)
|
(RMB/Share)
|
(%)
|
(RMB/Share)
|
(RMB/Share)
|
Net profit attributable to the Company’s ordinary equity shareholders
|
8.67
|
0.521
|
0.521
|
7.14
|
0.422
|
0.422
|
Net profit deducted extraordinary gains and losses attributable to the Company’s ordinary equity
shareholders
|
8.20
|
0.493
|
0.493
|
6.37
|
0.376
|
0.376
|
● |
the consolidated balance sheet as at 31 December 2018;
|
● |
the consolidated income statement for the year then ended;
|
● |
the consolidated statement of comprehensive income for the year then ended;
|
● |
the consolidated statement of changes in equity for the year then ended;
|
● |
the consolidated statement of cash flows for the year then ended; and
|
● |
the notes to the consolidated financial statements, which include a summary of significant accounting policies.
|
● |
Recoverability of the carrying amount of property, plant and equipment relating to oil and gas producing activities
|
● |
Net realisable value (NRV) of crude oil, finished goods and work in progress of refined oil products
|
PricewaterhouseCoopers, 22/F, Prince’s Building, Central, Hong Kong
|
|
T: +852 2289 8888, F: +852 2810 9888, www.pwchk.com
|
Key Audit Matter
|
How our audit addressed the Key Audit Matter
|
|
|
Recoverability of the carrying amount of property, plant and equipment relating to oil and gas
producing activities
Refer to note 8 “Other operating expense, net”, note 16 “Property, plant and equipment” and note 42 “Accounting
estimates and judgements” to the consolidated financial statements.
Decrease in prices of international crude oil in the fourth quarter of the year ended 31 December 2018 gave rise
to possible indication that the carrying amount of property, plant and equipment relating to oil and gas producing activities as at 31 December 2018 might be impaired. The Group has adopted value in use as the respective recoverable
amounts of property, plant and equipment relating to oil and gas producing activities, which involved key estimations or assumptions including:
– Future crude oil prices;
– Future production profiles;
– Future cost profiles; and
– Discount rates.
Because of the significance of the carrying amount of property, plant and equipment relating to oil and gas
producing activities as at 31 December 2018, together with the use of significant estimations or assumptions in determining their respective value in use, we had placed our audit emphasis on this matter.
|
In auditing the respective value in use calculations of property, plant and equipment relating to oil and gas producing activities, we
performed the following key procedures on the relevant discounted cash flow projections prepared by management:
● Evaluated
and tested the key controls in respect of the preparation of the discounted cash flow projections of property, plant and equipment relating to oil and gas producing activities.
● Assessed
the methodology adopted in, and tested mathematical accuracy of the discounted cash flow projections.
● Compared
estimates of future crude oil prices adopted by the Group against a range of reputable published crude oil price forecasts.
● Compared
the future production profiles against the oil and gas reserve estimation report approved by the management. Evaluated the competence, capability and objectivity of the management’s experts engaged in estimating the oil and gas reserves.
Assessed key estimations or assumptions used in the reserve estimation, by reference to historical data, management plans and/or reputable external data.
● Compared
the future cost profiles against historical costs and relevant budgets of the Group.
● Tested
selected other key data inputs, such as natural gas prices and production profiles in the projections by reference to historical data and/or relevant budgets of the Group.
● Independently
estimated a range of relevant discount rates, and found that the discount rates adopted by management were within the range.
● Evaluated
the sensitivity analyses prepared by the Group, and assessed the potential impacts of a range of possible outcomes.
Based on our work, we found the key assumptions and input data adopted were supported by the evidence we obtained.
|
Net realisable value (NRV) of crude oil, finished goods and work in progress of refined oil
products
Refer to note 2(e) “Inventories”, note 26 “Inventories” and note 42 “Accounting estimates and judgements” to the
consolidated financial statements.
Decrease in prices of international crude oil along with its highly-correlated products, such as refined oil
products, in the fourth quarter of the year ended 31 December 2018 gave rise to the risk that net realisable values of crude oil, finished goods and work in progress of refined oil products were lower than their respective book values as
at 31 December 2018.
Management has determined the NRVs of crude oil, finished goods and work in progress of refined oil products based
on the respective estimated selling prices less the estimated costs to completion, other necessary costs of sales and the related taxes, which involved key estimations or assumptions including:
– Estimated selling prices;
– Estimated costs to completion, other necessary costs of sales and related taxes.
Because of the significance of the book value of crude oil, finished goods and work in progress of refined oil
products as at 31 December 2018, together with the use of significant estimations or assumptions in determining their respective NRVs, we had placed our audit emphasis on this matter.
|
In auditing the NRVs of crude oil, finished goods and work in progress of refined oil products, we performed the following key procedures
on the inventory NRV models prepared by the management.
● Evaluated
and tested the key controls relating to the preparation of the NRV models of crude oil, finished goods and work in progress of refined oil products.
● Assessed
the methodology adopted in, and tested mathematical accuracy of the NRV models.
● On
a sampling basis, compared the estimated selling prices of inventories used in the NRV models against the recently realised selling prices, and the prices available on domestic and international markets.
● On
a sampling basis, compared the costs to completion, other necessary costs of sales and related taxes against historical data of the Group.
Based on the work, we found that the key assumptions and data adopted in the NRV models were supported by the evidence we obtained.
|
● |
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
|
● |
Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
|
● |
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
|
● |
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists relating to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
|
● |
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
|
● |
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on
the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
|
(B) |
FINANCIAL STATEMENTS PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
|
|
Note
|
Year ended 31 December
|
|
|
|
2018
|
2017
|
|
|
RMB
|
RMB
|
Turnover and other operating revenues
|
|||
Turnover
|
3
|
2,825,613
|
2,300,470
|
Other operating revenues
|
4
|
65,566
|
59,723
|
2,891,179
|
2,360,193
|
||
Operating expenses
|
|||
Purchased crude oil, products and operating supplies and expenses
|
(2,292,983)
|
(1,770,651)
|
|
Selling, general and administrative expenses
|
5
|
(65,642)
|
(64,973)
|
Depreciation, depletion and amortisation
|
(109,967)
|
(115,310)
|
|
Exploration expenses, including dry holes
|
(10,744)
|
(11,089)
|
|
Personnel expenses
|
6
|
(77,721)
|
(74,854)
|
Taxes other than income tax
|
7
|
(246,498)
|
(235,292)
|
Other operating expense, net
|
8
|
(5,360)
|
(16,554)
|
Total operating expenses
|
(2,808,915)
|
(2,288,723)
|
|
Operating profit
|
82,264
|
71,470
|
|
Finance costs
|
|||
Interest expense
|
9
|
(7,321)
|
(7,146)
|
Interest income
|
7,726
|
5,254
|
|
Foreign currency exchange gains, net
|
596
|
332
|
|
Net finance costs
|
1,001
|
(1,560)
|
|
Investment income
|
1,871
|
262
|
|
Share of profits less losses from associates and joint ventures
|
19, 20
|
13,974
|
16,525
|
Profit before taxation
|
99,110
|
86,697
|
|
Income tax expense
|
10
|
(20,213)
|
(16,279)
|
Profit for the year
|
78,897
|
70,418
|
|
Attributable to:
|
|||
Shareholders of the Company
|
61,618
|
51,244
|
|
Non-controlling interests
|
17,279
|
19,174
|
|
Profit for the year
|
78,897
|
70,418
|
|
Earnings per share:
|
15
|
||
Basic
|
0.509
|
0.423
|
|
Diluted
|
0.509
|
0.423
|
|
Note
|
Year ended 31 December
|
|
|
|
2018
|
2017
|
|
|
RMB
|
RMB
|
Profit for the year
|
78,897
|
70,418
|
|
Other comprehensive income:
|
14
|
||
Items that maynot be reclassified subsequently to profit or loss
|
|||
Equity investments at fair value through other comprehensive income
|
(53)
|
—
|
|
Total items that maynot be reclassified subsequently to profit or loss
|
(53)
|
—
|
|
Items that may be reclassified subsequently to profit or loss
|
|||
Share of other comprehensive (income)/loss of associates and joint ventures
|
(229)
|
1,053
|
|
Available-for-sale securities
|
—
|
(57)
|
|
Cash flow hedges
|
(9,741)
|
(1,580)
|
|
Foreign currency translation differences
|
3,399
|
(3,792)
|
|
Total items that may be reclassified subsequently to profit or loss
|
(6,571)
|
(4,376)
|
|
Total other comprehensive income
|
(6,624)
|
(4,376)
|
|
Total comprehensive income for the year
|
72,273
|
66,042
|
|
Attributable to:
|
|||
Shareholders of the Company
|
54,000
|
47,763
|
|
Non-controlling interests
|
18,273
|
18,279
|
|
Total comprehensive income for the year
|
72,273
|
66,042
|
|
Notes
|
31 December
|
31 December
|
|
|
2018
|
2017
|
|
|
RMB
|
RMB
|
Non–current assets
|
|||
Property, plant and equipment, net
|
16
|
617,762
|
650,774
|
Construction in progress
|
17
|
136,963
|
118,645
|
Goodwill
|
18
|
8,676
|
8,634
|
Interest in associates
|
19
|
89,537
|
79,726
|
Interest in joint ventures
|
20
|
56,184
|
51,361
|
Available–for–sale financial assets
|
1(a)
|
—
|
1,676
|
Financial assets at fair value through other comprehensive income
|
1(a)
|
1,450
|
—
|
Deferred tax assets
|
28
|
21,694
|
15,131
|
Lease prepayments
|
21
|
64,514
|
58,526
|
Long–term prepayments and other assets
|
22
|
91,408
|
81,982
|
Total non–current assets
|
1,088,188
|
1,066,455
|
|
Current assets
|
|||
Cash and cash equivalents
|
111,922
|
113,218
|
|
Time deposits with financial institutions
|
55,093
|
51,786
|
|
Financial assets at fair value through profit or loss
|
23
|
25,732
|
51,196
|
Derivatives financial assets
|
24
|
7,887
|
526
|
Trade accounts receivable and bills receivable
|
25
|
64,879
|
84,701
|
Inventories
|
26
|
184,584
|
186,693
|
Prepaid expenses and other current assets
|
27
|
54,023
|
40,929
|
Total current assets
|
504,120
|
529,049
|
|
Current liabilities
|
|||
Short–term debts
|
29
|
29,462
|
55,338
|
Loans from Sinopec Group Company and fellow subsidiaries
|
29
|
31,665
|
25,311
|
Derivatives financial liabilities
|
24
|
13,571
|
2,665
|
Trade accounts payable and bills payable
|
30
|
192,757
|
206,535
|
Contract liabilities
|
31,1(a)
|
124,793
|
—
|
Other payables
|
32,1(a)
|
166,151
|
276,582
|
Income tax payable
|
6,699
|
13,015
|
|
Total current liabilities
|
565,098
|
579,446
|
|
Net current liabilities
|
60,978
|
50,397
|
|
Total assets less current liabilities
|
1,027,210
|
1,016,058
|
|
Non–current liabilities
|
|||
Long–term debts
|
29
|
51,011
|
55,804
|
Loans from Sinopec Group Company and fellow subsidiaries
|
29
|
42,516
|
43,320
|
Deferred tax liabilities
|
28
|
5,948
|
6,466
|
Provisions
|
33
|
42,800
|
39,958
|
Other long–term liabilities
|
28,400
|
17,620
|
|
Total non–current liabilities
|
170,675
|
163,168
|
|
856,535
|
852,890
|
||
Equity
|
|||
Share capital
|
34
|
121,071
|
121,071
|
Reserves
|
596,213
|
605,049
|
|
Total equity attributable to shareholders of the Company
|
717,284
|
726,120
|
|
Non–controlling interests
|
139,251
|
126,770
|
|
Total equity
|
856,535
|
852,890
|
Dai Houliang
|
Ma Yongsheng
|
Wang Dehua
|
Chairman
|
President
|
Chief Financial Officer
|
(Legal representative)
|
|
|
|
Share
capital
|
Capital
reserve
|
Share
premium
|
Statutory
surplus
reserve
|
Discretionary
surplus
reserve
|
Other
reserves
|
Retained
earnings
|
Total equity
attributable
to
shareholders
of the
Company
|
Non-
controlling
interests
|
Total equity
|
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
Balance at 1 January 2017
|
121,071
|
26,290
|
55,850
|
79,640
|
117,000
|
424
|
310,719
|
710,994
|
120,241
|
831,235
|
Profit for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
51,244
|
51,244
|
19,174
|
70,418
|
Other comprehensive income (Note 14)
|
—
|
—
|
—
|
—
|
—
|
(3,481)
|
—
|
(3,481)
|
(895)
|
(4,376)
|
Total comprehensive income for the year
|
—
|
—
|
—
|
—
|
—
|
(3,481)
|
51,244
|
47,763
|
18,279
|
66,042
|
Transactions with owners, recorded directly in equity:
|
||||||||||
Contributions by and distributions to owners:
|
||||||||||
Final dividend for 2016 (Note 13)
|
—
|
—
|
—
|
—
|
—
|
—
|
(20,582)
|
(20,582)
|
—
|
(20,582)
|
Interim dividend for 2017 (Note 13)
|
—
|
—
|
—
|
—
|
—
|
—
|
(12,107)
|
(12,107)
|
—
|
(12,107)
|
Appropriation (Note (a))
|
—
|
—
|
—
|
3,042
|
—
|
—
|
(3,042)
|
—
|
—
|
—
|
Distributions to non-controlling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(12,501)
|
(12,501)
|
Total contributions by and distributions to owners
|
—
|
—
|
—
|
3,042
|
—
|
—
|
(35,731)
|
(32,689)
|
(12,501)
|
(45,190)
|
Transaction with non-controlling interests
|
—
|
(13)
|
—
|
—
|
—
|
—
|
—
|
(13)
|
724
|
711
|
Total transactions with owners
|
—
|
(13)
|
—
|
3,042
|
—
|
—
|
(35,731)
|
(32,702)
|
(11,777)
|
(44,479)
|
Others
|
—
|
49
|
—
|
—
|
—
|
123
|
(107)
|
65
|
27
|
92
|
Balance at 31 December 2017
|
121,071
|
26,326
|
55,850
|
82,682
|
117,000
|
(2,934)
|
326,125
|
726,120
|
126,770
|
852,890
|
Share
capital
|
Capital
reserve
|
Share
premium
|
Statutory
surplus
reserve
|
Discretionary
surplus
reserve
|
Other
reserves
|
Retained
earnings
|
Total equity
attributable
to
shareholders
of the
Company
|
Non-
controlling
interests
|
Total
equity
|
|
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
RMB
|
Balance at 31 December 2017
|
121,071
|
26,326
|
55,850
|
82,682
|
117,000
|
(2,934)
|
326,125
|
726,120
|
126,770
|
852,890
|
Change in accounting policy (Note 1(a))
|
—
|
—
|
—
|
—
|
—
|
(12)
|
12
|
—
|
—
|
—
|
Balance at 1 January 2018
|
121,071
|
26,326
|
55,850
|
82,682
|
117,000
|
(2,946)
|
326,137
|
726,120
|
126,770
|
852,890
|
Profit for the year
|
—
|
—
|
—
|
—
|
—
|
—
|
61,618
|
61,618
|
17,279
|
78,897
|
Other comprehensive income (Note 14)
|
—
|
—
|
—
|
—
|
—
|
(7,618)
|
—
|
(7,618)
|
994
|
(6,624)
|
Total comprehensive income for the year
|
—
|
—
|
—
|
—
|
—
|
(7,618)
|
61,618
|
54,000
|
18,273
|
72,273
|
Amounts transferred to cash flow hedge reserves initially recognised by hedged items
|
—
|
—
|
—
|
—
|
—
|
5,269
|
—
|
5,269
|
—
|
5,269
|
Transactions with owners, recorded directly in equity:
|
||||||||||
Contributions by and distributions to owners:
|
||||||||||
Final dividend for 2017 (Note 13)
|
—
|
—
|
—
|
—
|
—
|
—
|
(48,428)
|
(48,428)
|
—
|
(48,428)
|
Interim dividend for 2018 (Note 13)
|
—
|
—
|
—
|
—
|
—
|
—
|
(19,371)
|
(19,371)
|
—
|
(19,371)
|
Appropriation (Note (a))
|
—
|
—
|
—
|
3,996
|
—
|
—
|
(3,996)
|
—
|
—
|
—
|
Distributions to non-controlling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,476)
|
(7,476)
|
Contributions to subsidiaries from non-controlling interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,060
|
2,060
|
Total contributions by and distributions to owners
|
—
|
—
|
—
|
3,996
|
—
|
—
|
(71,795)
|
(67,799)
|
(5,416)
|
(73,215)
|
Transaction with non-controlling interests
|
—
|
(12)
|
—
|
—
|
—
|
—
|
—
|
(12)
|
(299)
|
(311)
|
Total transactions with owners
|
—
|
(12)
|
—
|
3,996
|
—
|
—
|
(71,795)
|
(67,811)
|
(5,715)
|
(73,526)
|
Others
|
—
|
(261)
|
—
|
—
|
—
|
818
|
(851)
|
(294)
|
(77)
|
(371)
|
Balance at 31 December 2018
|
121,071
|
26,053
|
55,850
|
86,678
|
117,000
|
(4,477)
|
315,109
|
717,284
|
139,251
|
856,535
|
(a) |
According to the PRC Company Law and the Articles of Association of the Company, the Company is required to transfer 10% of its net profit determined in
accordance with the accounting policies complying with Accounting Standards for Business Enterprises (“CASs”), adopted by the Group to statutory surplus reserve. In the event that the reserve balance reaches 50% of the registered
capital, no transfer is required. 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.
|
(b) |
The usage of the discretionary surplus reserve is similar to that of statutory surplus reserve.
|
(c) |
As at 31 December 2018, the amount of retained earnings available for distribution was RMB 143,148 million (2017: RMB 177,049 million), being the amount
determined in accordance with CASs. According to the Articles of Association of the Company, the amount of retained earnings available for distribution to shareholders of the Company is lower of the amount determined in accordance
with the accounting policies complying with CASs and the amount determined in accordance with the accounting policies complying with International Financial Reporting Standards (“IFRS”).
|
(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 (Note1); and (ii) the difference between the considerations paid over or received the amount of the net assets of entities and related operations acquired from or sold to
Sinopec Group Company and non-controlling interests.
|
(e) |
The application of the share premium account is governed by Sections 167 and 168 of the PRC Company Law.
|
|
Note
|
Year ended 31 December
|
|
|
|
2018
|
2017
|
|
|
RMB
|
RMB
|
Net cash generated from operating activities
|
(a)
|
175,868
|
190,935
|
Investing activities
|
|||
Capital expenditure
|
(94,753)
|
(63,541)
|
|
Exploratory wells expenditure
|
(8,261)
|
(7,407)
|
|
Purchase of investments, investments in associates and investments in joint ventures
|
(10,116)
|
(6,431)
|
|
Payment for financial assets at fair value through profit or loss
|
(29,550)
|
(51,196)
|
|
Proceeds from sale of financial assets at fair value through profit or loss
|
55,000
|
—
|
|
Payment for acquisition of subsidiary, net of cash acquired
|
(3,188)
|
(1,288)
|
|
Proceeds from disposal of investments and investments in associates
|
1,557
|
4,809
|
|
Proceeds from disposal of property, plant, equipment and other non-current assets
|
9,666
|
1,313
|
|
Increase in time deposits with maturities over three months
|
(81,708)
|
(82,577)
|
|
Decrease in time deposits with maturities over three months
|
78,401
|
48,820
|
|
Interest received
|
5,810
|
3,669
|
|
Investment and dividend income received
|
10,720
|
8,506
|
|
Net cash used in investing activities
|
(66,422)
|
(145,323)
|
|
Financing activities
|
|||
Proceeds from bank and other loans
|
746,655
|
524,843
|
|
Repayments of bank and other loans
|
(772,072)
|
(536,380)
|
|
Contributions to subsidiaries from non-controlling interests
|
1,886
|
946
|
|
Dividends paid by the Company
|
(67,799)
|
(32,689)
|
|
Distributions by subsidiaries to non-controlling interests
|
(13,700)
|
(7,539)
|
|
Interest paid
|
(5,984)
|
(5,535)
|
|
Payments made to acquire non-controlling interests
|
(160)
|
—
|
|
Finance lease payment
|
(86)
|
(155)
|
|
Net cash used in financing activities
|
(111,260)
|
(56,509)
|
|
Net decrease in cash and cash equivalents
|
(1,814)
|
(10,897)
|
|
Cash and cash equivalents at 1 January
|
113,218
|
124,468
|
|
Effect of foreign currency exchange rate changes
|
518
|
(353)
|
|
Cash and cash equivalents at 31 December
|
111,922
|
113,218
|
(a) |
Reconciliation from profit before taxation to net cash generated from operating activities
|
|
Year ended 31 December
|
|
|
2018
|
2017
|
|
RMB
|
RMB
|
Operating activities
|
||
Profit before taxation
|
99,110
|
86,697
|
Adjustments for:
|
||
Depreciation, depletion and amortisation
|
109,967
|
115,310
|
Dry hole costs written off
|
6,921
|
6,876
|
Share of profits from associates and joint ventures
|
(13,974)
|
(16,525)
|
Investment income
|
(1,871)
|
(262)
|
Gain on remeasurement of interests in the Shanghai SECCO (Note 36)
|
—
|
(3,941)
|
Interest income
|
(7,726)
|
(5,254)
|
Interest expense
|
7,321
|
7,146
|
Gain on foreign currency exchange rate changes and derivative financial instruments
|
(1,835)
|
(1,547)
|
Loss on disposal of property, plant, equipment and other non-currents assets, net
|
1,526
|
1,518
|
Impairment losses on assets
|
11,605
|
21,791
|
Credit impairment losses
|
141
|
—
|
211,185
|
211,809
|
|
Net changes from:
|
||
Accounts receivable and other current assets
|
(1,043)
|
(31,151)
|
Inventories
|
(3,312)
|
(28,903)
|
Accounts payable and other current liabilities
|
2,111
|
59,210
|
208,941
|
210,965
|
|
Income tax paid
|
(33,073)
|
(20,030)
|
Net cash generated from operating activities
|
175,868
|
190,935
|
1 |
PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION
|
(a) |
New and amended standards and interpretations adopted by the Group
|
● |
IFRS 9 ‘Financial Instruments’, and
|
● |
IFRS 15 ‘Revenue from Contracts with Customers’
|
(a) |
any adjustments to carrying amounts of financial assets or liabilities are recognised at the beginning of the current reporting period, with the difference
recognised in opening retained earnings
|
(b) |
financial assets are not reclassified in the balance sheet for the comparative period
|
(c) |
provisions for impairment have not been restated in the comparative period
|
1 |
PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION (Continued)
|
(a) |
New and amended standards and interpretations adopted by the Group (Continued)
|
Consolidated balance sheet (extract)
|
31 December
2017
|
Adjustment
from Adoption
of IFRS 9
|
Adjustment
from Adoption
of IFRS 15
|
1 January
2018
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Non-current assets
|
||||
Financial assets at fair value through other comprehensive income
|
—
|
1,676
|
—
|
1,676
|
Available-for-sale financial assets
|
1,676
|
(1,676)
|
—
|
—
|
Total non-current assets
|
1,066,455
|
—
|
—
|
1,066,455
|
Current assets
|
||||
Total current assets
|
529,049
|
—
|
—
|
529,049
|
Current liabilities
|
||||
Contract liabilities(i)
|
—
|
—
|
120,734
|
120,734
|
Other payables(i)
|
276,582
|
—
|
(120,734)
|
155,848
|
Total current liabilities
|
579,446
|
—
|
—
|
579,446
|
Non-current liabilities
|
||||
Total non-current liabilities
|
163,168
|
—
|
—
|
163,168
|
852,890
|
—
|
—
|
852,890
|
|
Equity
|
||||
Other reserves
|
(2,934)
|
(12)
|
—
|
(2,946)
|
Retained earnings
|
326,125
|
12
|
—
|
326,137
|
Total equity
|
852,890
|
—
|
—
|
852,890
|
(i) |
Advances from customers were reclassified as contract liabilities by implementation of IFRS 15 ‘Revenue from Contracts with Customers’.
|
(b) |
New and amended standards and interpretations not yet adopted by the Group
|
● |
the use of a single discount rate to a portfolio of leases with reasonably similar characteristics
|
● |
the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases
|
1 |
PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION (Continued)
|
(b) |
New and amended standards and interpretations not yet adopted by the
Group (Continued)
|
2 |
SIGNIFICANT ACCOUNTING POLICIES
|
(a) |
Basis of consolidation
|
(i) |
Subsidiaries and non-controlling interests
|
(ii) |
Associates and joint ventures
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(a) |
Basis of consolidation (Continued)
|
(ii) |
Associates and joint ventures (Continued)
|
(iii) |
Transactions eliminated on consolidation
|
(iv) |
Merger accounting for common control combination
|
(b) |
Translation of foreign currencies
|
(c) |
Cash and cash equivalents
|
(d) |
Trade, bills and other receivables
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(e) |
Inventories
|
(f) |
Property, plant and equipment
|
|
Estimated
usage period
|
Estimated
residuals rate
|
Buildings
|
12 to 50 years
|
3%
|
Equipment, machinery and others
|
4 to 30 years
|
3%
|
(g) |
Oil and gas properties
|
(h) |
Lease prepayments
|
(i) |
Construction in progress
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(j) |
Goodwill
|
(k) |
Financial assets
|
(i) |
Classification and measurement
|
(ii) |
Impairment
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(k) |
Financial assets (Continued)
|
(iii) |
Derecognition
|
(iv) |
Accounting policy applied until 31 December 2017
|
(l) |
Financial liabilities
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(m) |
Determination of fair value for financial instruments
|
(n) |
Derivative financial instruments and hedge accounting
|
(i) |
There is an economic relationship between the hedged item and the hedging instrument, which shares a risk and that gives rise to opposite changes in fair value
that tend to offset each other.
|
(ii) |
The effect of credit risk does not dominate the value changes that result from that economic relationship.
|
(iii) |
The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of
the hedging instrument that the entity actually uses to hedge that quantity of hedged item. However, that designation does not reflect an imbalance between the weightings of the hedged item and the hedging instrument.
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(n) |
Derivative financial instruments and hedge accounting (Continued)
|
(o) |
Impairment of assets
|
(p) |
Trade, bills and other payables
|
(q) |
Interest-bearing borrowings
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(r) |
Provisions and contingent liability
|
(s) |
Revenue recognition
|
(i) |
Sales of goods
|
(ii) |
Accounting policy applied until 31 December 2017
|
(t) |
Government grants
|
2 |
SIGNIFICANT ACCOUNTING POLICIES (Continued)
|
(u) |
Borrowing costs
|
(v) |
Repairs and maintenance expenditure
|
(w) |
Environmental expenditures
|
(x) |
Research and development expense
|
(y) |
Operating leases
|
(z) |
Employee benefits
|
(aa) |
Income tax
|
(bb) |
Dividends
|
(cc) |
Segment reporting
|
3 |
TURNOVER
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Crude oil
|
519,910
|
421,585
|
Gasoline
|
711,236
|
600,113
|
Diesel
|
594,008
|
503,406
|
Basic chemical feedstock
|
250,884
|
205,722
|
Kerosene
|
168,823
|
115,739
|
Synthetic resin
|
124,618
|
107,633
|
Natural gas
|
43,205
|
34,277
|
Synthetic fiber monomers and polymers
|
77,572
|
61,998
|
Others(i)
|
335,357
|
249,997
|
2,825,613
|
2,300,470
|
(i) |
Others are primarily liquefied petroleum gas and other refinery and chemical by-products and joint products.
|
4 |
OTHER OPERATING REVENUES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Sale of materials and others
|
64,503
|
58,930
|
Rental income
|
1,063
|
793
|
65,566
|
59,723
|
5 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Operating lease charges
|
12,297
|
12,104
|
Auditor’s remuneration:
|
||
– audit services
|
94
|
72
|
– others
|
9
|
5
|
Impairment losses:
|
||
– trade accounts receivable
|
6
|
(51)
|
– other receivables
|
9
|
159
|
– accounts prepayments
|
29
|
2
|
6 |
PERSONNEL EXPENSES
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Salaries, wages and other benefits
|
68,425
|
65,873
|
Contributions to retirement schemes (Note 38)
|
9,296
|
8,981
|
77,721
|
74,854
|
7 |
TAXES OTHER THAN INCOME TAX
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Consumption tax (i)
|
201,901
|
192,907
|
City construction tax (ii)
|
18,237
|
18,274
|
Education surcharge
|
13,187
|
13,811
|
Resources tax
|
6,021
|
4,841
|
Others
|
7,152
|
5,459
|
246,498
|
235,292
|
(i) |
Consumption tax was levied based on sales quantities of taxable products, tax rate of products is presented as below:
|
|
Effective from
|
Products
|
13 January 2015
|
|
RMB/Ton
|
Gasoline
|
2,109.76
|
Diesel
|
1,411.20
|
Naphtha
|
2,105.20
|
Solvent oil
|
1,948.64
|
Lubricant oil
|
1,711.52
|
Fuel oil
|
1,218.00
|
Jet fuel oil
|
1,495.20
|
(ii) |
City construction tax is levied on an entity based on its total paid amount of value-added tax and consumption tax.
|
8 |
OTHER OPERATING EXPENSE, NET
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Government grant (i)
|
7,539
|
4,893
|
Ineffective portion of change in fair value of cash flow hedges
|
(1,978)
|
(813)
|
Net realised and unrealised gain/(loss) on derivative financial instruments not qualified as hedging
|
191
|
(909)
|
Impairment losses on long-lived assets (ii)
|
(6,281)
|
(21,258)
|
Loss on disposal of property, plant, equipment and other non-currents assets, net
|
(1,526)
|
(1,518)
|
Fines, penalties and compensations
|
(276)
|
(89)
|
Donations
|
(180)
|
(152)
|
Gain on remeasurement of interests in the Shanghai SECCO (Note 36)
|
—
|
3,941
|
Others
|
(2,849)
|
(649)
|
(5,360)
|
(16,554)
|
(i) |
Government grants for the years ended 31 December 2018 and 2017 primarily represent financial appropriation income and non-income tax refunds received from
respective government agencies without conditions or other contingencies attached to the receipts of the grants.
|
(ii) |
Impairment losses on long-lived assets for the year ended 31 December 2018 primarily represent impairment losses recognised in the exploration and production
(“E&P”) segment of RMB 4,274 million (2017: RMB 13,556 million), the chemicals segment of RMB 1,374 million (2017: RMB 4,922 million) and for the refining segment of RMB 353 million (2017: RMB 1,894 million), most of which are
impairment losses on property, plant and equipment. The primary factor resulting in the E&P segment impairment loss was downward revision of oil and gas reserve in certain fields. The carrying values of these E&P properties
were written down to recoverable amounts which were determined based on the present values of the expected future cash flows of the assets using a pre-tax discount rate 10.47% (2017: 10.47%). Further future downward revisions to the
Group’s oil price outlook would lead to further impairments which, in aggregate, are likely to be material. It is estimated that a general decrease of 5% in oil price, with all other variables held constant, would result in additional
impairment loss on the Group’s properties, plant and equipment relating to oil and gas producing activities by approximately RMB 312 million (2017: RMB 3,145 million). It is estimated that a general increase of 5% in operating cost,
with all other variables held constant, would result in additional impairment loss on the Group’s properties, plant and equipment relating to oil and gas producing activities by approximately RMB 315 million (2017: RMB 2,659 million).
It is estimated that a general increase of 5% in discount rate, with all other variables held constant, would result in less impairment loss on the Group’s properties, plant and equipment relating to oil and gas producing activities
by approximately RMB 5 million (2017: additional RMB 461 million). The assets in the refining segment were written down due to the suspension of operations of certain production facilities, while the assets in the chemical segment
were written down because of evidence indicates the economic performance of certain production facilities are worse than expected and due to the suspension of operations of certain production facilities.
|
9 |
INTEREST EXPENSE
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Interest expense incurred
|
6,376
|
6,368
|
Less: Interest expense capitalised*
|
(493)
|
(723)
|
5,883
|
5,645
|
|
Accretion expenses (Note 33)
|
1,438
|
1,501
|
Interest expense
|
7,321
|
7,146
|
* Interest rates per annum at which borrowing costs were capitalised for construction in progress
|
2.37% to 4.66%
|
2.37% to 4.41%
|
10 |
INCOME TAX EXPENSE
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Current tax
|
||
– Provision for the year
|
27,176
|
26,668
|
– Adjustment of prior years
|
(719)
|
(72)
|
Deferred taxation (Note 28)
|
(6,244)
|
(10,317)
|
20,213
|
16,279
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Profit before taxation
|
99,110
|
86,697
|
Expected PRC income tax expense at a statutory tax rate of 25%
|
24,778
|
21,674
|
Tax effect of non-deductible expenses
|
2,351
|
1,905
|
Tax effect of non-taxable income
|
(5,033)
|
(5,939)
|
Tax effect of preferential tax rate (i)
|
(1,259)
|
(793)
|
Effect of income taxes at foreign operations
|
77
|
(1,394)
|
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
|
(779)
|
(613)
|
Tax effect of tax losses not recognised
|
609
|
1,485
|
Write-down of deferred tax assets
|
188
|
26
|
Adjustment of prior years
|
(719)
|
(72)
|
Actual income tax expense
|
20,213
|
16,279
|
(i) |
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 western regions in the PRC are taxed at preferential income tax rate of 15% through the year 2020.
|
11 |
DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS
|
(a) |
Directors’ and supervisors’ emoluments
|
|
Emoluments paid or receivable in respect of
director’s other services in connection with the management of the affairs of the Company or its subsidiary undertaking
|
Emoluments paid
or receivable
in respect of a
person’s services
as a director,
whether of the
Company or
its subsidiary
undertaking
|
|
||
|
2018
|
||||
Name
|
Salaries,
allowances and
benefits in kind
|
Bonuses
|
Retirement
scheme
contributions
|
Directors’/
Supervisors’ fee
|
Total
|
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
Directors
|
|||||
Dai Houliang (i)
|
224
|
179
|
65
|
—
|
468
|
Li Yunpeng
|
—
|
—
|
—
|
—
|
—
|
Yu Baocai (ii)
|
—
|
—
|
—
|
—
|
—
|
Ma Yongsheng (i)
|
53
|
328
|
14
|
—
|
395
|
Ling Yiqun (iii)
|
—
|
—
|
—
|
—
|
—
|
Liu Zhongyun (iii)
|
—
|
—
|
—
|
—
|
—
|
Li Yong (iii)
|
—
|
—
|
—
|
—
|
—
|
Wang Zhigang (iv)
|
21
|
456
|
6
|
—
|
483
|
Zhang Haichao (iv)
|
—
|
—
|
—
|
—
|
—
|
Jiao Fangzheng (v)
|
—
|
—
|
—
|
—
|
—
|
Independent non-executive directors
|
|||||
Tang Min
|
—
|
—
|
—
|
333
|
333
|
Fan Gang
|
—
|
—
|
—
|
333
|
333
|
Cai Hongbin (iii)
|
—
|
—
|
—
|
233
|
233
|
Johnny Karling Ng (iii)
|
—
|
—
|
—
|
233
|
233
|
Jiang Xiaoming (vi)
|
—
|
—
|
—
|
125
|
125
|
Andrew Y. Yan (vi)
|
—
|
—
|
—
|
125
|
125
|
Supervisors
|
|||||
Zhao Dong
|
—
|
—
|
—
|
—
|
—
|
Jiang Zhenying
|
—
|
—
|
—
|
—
|
—
|
Yang Changjiang (iii)
|
—
|
—
|
—
|
—
|
—
|
Zhang Baolong (iii)
|
—
|
—
|
—
|
—
|
—
|
Zou Huiping
|
298
|
663
|
74
|
—
|
1,035
|
Zhou Hengyou
|
174
|
122
|
44
|
—
|
340
|
Yu Renming
|
298
|
613
|
74
|
—
|
985
|
Yu Xizhi
|
298
|
636
|
74
|
—
|
1,008
|
Total
|
1,366
|
2,997
|
351
|
1,382
|
6,096
|
11 |
DIRECTORS’ AND SUPERVISORS’ EMOLUMENTS (Continued)
|
(a) |
Directors’ and supervisors’ emoluments (Continued)
|
|
Emoluments paid or receivable in respect of director’s other
services in connection with the management of the affairs of the Company or its subsidiary undertaking
|
Emoluments paid
or receivable
in respect of a
person’s services
as a director,
whether of the
Company or
its subsidiary
undertaking
|
|
||
|
2017
|
||||
Name
|
Salaries,
allowances
and benefits
in kind
|
Bonuses
|
Retirement
scheme
contributions
|
Directors’/
Supervisors’ fee
|
Total
|
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
RMB’000
|
Directors
|
|||||
Wang Yupu(vii)
|
—
|
—
|
—
|
—
|
—
|
Dai Houliang
|
227
|
537
|
76
|
—
|
840
|
Li Yunpeng
|
—
|
—
|
—
|
—
|
—
|
Wang Zhigang
|
207
|
487
|
76
|
—
|
770
|
Zhang Haichao
|
—
|
—
|
—
|
—
|
—
|
Jiao Fangzheng
|
—
|
—
|
—
|
—
|
—
|
Ma Yongsheng
|
—
|
—
|
—
|
—
|
—
|
Independent non-executive directors
|
|||||
Jiang Xiaoming
|
—
|
—
|
—
|
300
|
300
|
Andrew Y. Yan
|
—
|
—
|
—
|
300
|
300
|
Tang Min
|
—
|
—
|
—
|
300
|
300
|
Fan Gang
|
—
|
—
|
—
|
300
|
300
|
Supervisors
|
|||||
Zhao Dong
|
—
|
—
|
—
|
—
|
—
|
Liu Zhongyun
|
—
|
—
|
—
|
—
|
—
|
Zhou Hengyou
|
—
|
—
|
—
|
—
|
—
|
Zou Huiping
|
207
|
480
|
71
|
—
|
758
|
Jiang Zhenying
|
207
|
480
|
71
|
—
|
758
|
Yu Renming
|
207
|
480
|
71
|
—
|
758
|
Yu Xizhi
|
122
|
103
|
42
|
—
|
267
|
Liu Yun(vii)
|
—
|
—
|
—
|
—
|
—
|
Wang Yajun(vii)
|
51
|
349
|
17
|
—
|
417
|
Total
|
1,228
|
2,916
|
424
|
1,200
|
5,768
|
(i) |
Mr. Ma Yongsheng was appointed as president from 30 October 2018. Mr. Dai Houliang ceased being president and executive director and was elected as non-executive
director from 30 October 2018.
|
(ii) |
Mr. Yu Baocai was elected to be director from 23 October 2018.
|
(iii) |
Mr. Ling Yiqun was elected to be director from 15 May 2018; Mr. Liu Zhongyun was elected to be director from 15 May 2018; Mr. Li Yong was elected to be director
from 15 May 2018; Mr. Cai Hongbin was elected to be independent non-executive director from 15 May 2018; Mr. Johnny Karling Ng was elected to be independent non-executive director from 15 May 2018; Mr. Yang Changjiang was elected to
be supervisor from 15 May 2018; Mr. Zhang Baolong was elected to be supervisor from 15 May 2018;
|
(iv) |
Mr. Wang Zhigang ceased being director from 29 January 2018; Mr. Zhang Haichao ceased being director from 29 January 2018.
|
(v) |
Mr. Jiao Fangzheng ceased being director from 7 June 2018.
|
(vi) |
Mr. Jiang Xiaoming ceased being independent non-executive director from 15 May 2018; Mr. Andrew Y. Yan ceased being independent non-executive director from 15 May
2018.
|
(vii) |
Mr. Wang Yupu ceased being chairman and independent director from 22 September 2017; Mr. Liu Yun ceased being supervisor and chairman of board of supervisor from
16 March 2017; Mr. Wang Yajun ceased being supervisor from 28 June 2017.
|
12 |
SENIOR MANAGEMENT’S EMOLUMENTS
|
13 |
DIVIDENDS
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Dividends declared and paid during the year of RMB 0.16 per share (2017: RMB 0.10 per share)
|
19,371
|
12,107
|
Dividends declared after the balance sheet date of RMB 0.26 per share (2017: RMB 0.40 per share)
|
31,479
|
48,428
|
50,850
|
60,535
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Final cash dividends in respect of the previous financial year, approved during the year of RMB
0.40 per share (2017: RMB 0.17 per share)
|
48,428
|
20,582
|
14 |
OTHER COMPREHENSIVE INCOME
|
|
2018
|
2017
|
||||
|
Before tax
|
Tax
|
Net of tax
|
Before tax
|
Tax
|
Net of tax
|
|
amount
|
effect
|
amount
|
amount
|
effect
|
amount
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cash flow hedges:
|
||||||
Effective portion of changes in fair value of hedging instruments recognised during the year
|
(12,500)
|
2,159
|
(10,341)
|
(1,314)
|
240
|
(1,074)
|
Amounts transferred to initial carrying amount of hedged items
|
—
|
—
|
—
|
(4)
|
1
|
(3)
|
Reclassification adjustments for amounts transferred to the consolidated income statement
|
730
|
(130)
|
600
|
(575)
|
72
|
(503)
|
Net movement during the year recognised in other comprehensive income(i)
|
(11,770)
|
2,029
|
(9,741)
|
(1,893)
|
313
|
(1,580)
|
Available-for-sale financial assets:
|
||||||
Changes in fair value recognised during the year
|
—
|
—
|
—
|
(57)
|
—
|
(57)
|
Changes in the fair value of instruments at fair value through other comprehensive income
|
(41)
|
(12)
|
(53)
|
—
|
—
|
—
|
Net movement during the year recognised in other comprehensive income
|
(41)
|
(12)
|
(53)
|
(57)
|
—
|
(57)
|
Share of other comprehensive profit of associates and joint ventures
|
(240)
|
11
|
(229)
|
1,053
|
—
|
1,053
|
Foreign currency translation differences
|
3,399
|
—
|
3,399
|
(3,792)
|
—
|
(3,792)
|
Other comprehensive income
|
(8,652)
|
2,028
|
(6,624)
|
(4,689)
|
313
|
(4,376)
|
(i) |
As at 31 December 2018, cash flow hedge reserve amounted to a loss of RMB 4,932 million (31 December 2017: a loss of RMB 460 million), of which a loss of RMB
4,917 million was attribute to shareholders of the Company (31 December 2017: a loss of RMB 510 million).
|
15 |
BASIC AND DILUTED EARNINGS PER SHARE
|
(i) |
Profit attributable to ordinary shareholders of the Company (diluted)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Profit attributable to ordinary shareholders of the Company
|
61,618
|
51,244
|
After tax effect of employee share option scheme of Shanghai Petrochemical
|
—
|
(2)
|
Profit attributable to ordinary shareholders of the Company (diluted)
|
61,618
|
51,242
|
(ii) |
Weighted average number of shares (diluted)
|
|
2018
|
2017
|
|
Number of shares
|
Number of shares
|
Weighted average number of shares at 31 December
|
121,071,209,646
|
121,071,209,646
|
Weighted average number of shares (diluted) at 31 December
|
121,071,209,646
|
121,071,209,646
|
16 |
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
Equipment,
|
|
|
Plants and
|
Oil and gas,
|
machinery
|
|
|
buildings
|
properties
|
and others
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Cost:
|
||||
Balance at 1 January 2017
|
114,920
|
650,685
|
892,936
|
1,658,541
|
Additions
|
854
|
1,627
|
11,983
|
14,464
|
Transferred from construction in progress
|
6,789
|
19,881
|
54,605
|
81,275
|
Reclassifications
|
(673)
|
(50)
|
723
|
—
|
Reclassification to lease prepayments and other long-term assets
|
(859)
|
(1,702)
|
(8,751)
|
(11,312)
|
Disposals
|
(878)
|
(211)
|
(10,985)
|
(12,074)
|
Exchange adjustments
|
(140)
|
(2,573)
|
(199)
|
(2,912)
|
Balance at 31 December 2017
|
120,013
|
667,657
|
940,312
|
1,727,982
|
Balance at 1 January 2018
|
120,013
|
667,657
|
940,312
|
1,727,982
|
Additions
|
221
|
1,567
|
3,856
|
5,644
|
Transferred from construction in progress
|
3,741
|
24,366
|
45,103
|
73,210
|
Reclassifications
|
1,634
|
138
|
(1,772)
|
—
|
Reclassification to lease prepayments and other long-term assets
|
(483)
|
—
|
(3,828)
|
(4,311)
|
Disposals
|
(3,183)
|
(146)
|
(18,323)
|
(21,652)
|
Exchange adjustments
|
98
|
2,142
|
147
|
2,387
|
Balance at 31 December 2018
|
122,041
|
695,724
|
965,495
|
1,783,260
|
Accumulated depreciation:
|
||||
Balance at 1 January 2017
|
48,572
|
435,561
|
483,814
|
967,947
|
Depreciation for the year
|
4,075
|
55,057
|
46,585
|
105,717
|
Impairment losses for the year
|
554
|
8,832
|
10,450
|
19,836
|
Reclassifications
|
(122)
|
(77)
|
199
|
—
|
Reclassification to lease prepayments and other long-term assets
|
(238)
|
(1,305)
|
(2,682)
|
(4,225)
|
Disposals
|
(584)
|
(195)
|
(9,079)
|
(9,858)
|
Exchange adjustments
|
(57)
|
(2,056)
|
(96)
|
(2,209)
|
Balance at 31 December 2017
|
52,200
|
495,817
|
529,191
|
1,077,208
|
Balance at 1 January 2018
|
52,200
|
495,817
|
529,191
|
1,077,208
|
Depreciation for the year
|
4,038
|
48,616
|
47,250
|
99,904
|
Impairment losses for the year
|
274
|
4,027
|
1,848
|
6,149
|
Reclassifications
|
494
|
76
|
(570)
|
—
|
Reclassification to lease prepayments and other long-term assets
|
(120)
|
—
|
(1,390)
|
(1,510)
|
Disposals
|
(1,795)
|
(125)
|
(16,331)
|
(18,251)
|
Exchange adjustments
|
43
|
1,877
|
78
|
1,998
|
Balance at 31 December 2018
|
55,134
|
550,288
|
560,076
|
1,165,498
|
Net book value:
|
||||
Balance at 1 January 2017
|
66,348
|
215,124
|
409,122
|
690,594
|
Balance at 31 December 2017
|
67,813
|
171,840
|
411,121
|
650,774
|
Balance at 31 December 2018
|
66,907
|
145,436
|
405,419
|
617,762
|
17 |
CONSTRUCTION IN PROGRESS
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Balance at 1 January
|
118,645
|
129,581
|
Additions
|
108,555
|
85,552
|
Dry hole costs written off
|
(6,921)
|
(6,876)
|
Transferred to property, plant and equipment
|
(73,210)
|
(81,229)
|
Reclassification to lease prepayments and other long-term assets
|
(10,066)
|
(7,773)
|
Impairment losses for the year
|
(28)
|
(252)
|
Disposals
|
(19)
|
(315)
|
Exchange adjustments
|
7
|
(43)
|
Balance at 31 December
|
136,963
|
118,645
|
18 |
GOODWILL
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Cost
|
16,537
|
16,495
|
Less: Accumulated impairment losses
|
(7,861)
|
(7,861)
|
8,676
|
8,634
|
|
Principal activities
|
31 December
|
31 December
|
|
|
|
2018
|
2017
|
|
|
|
RMB million
|
RMB million
|
|
Sinopec Beijing Yanshan Petrochemical Branch (“Sinopec Yanshan”)
|
Manufacturing of intermediate petrochemical products and petroleum products
|
1,004
|
1,004
|
|
Sinopec Zhenhai Refining and Chemical Branch (“Sinopec Zhenhai”)
|
Manufacturing of intermediate petrochemical products and petroleum products
|
4,043
|
4,043
|
|
Shanghai SECCO Petrochemical Company Limited (“Shanghai SECCO”) (Note36)
|
Production and sale of petrochemical products
|
2,541
|
2,541
|
|
Sinopec (Hong Kong) Limited
|
Trading of petrochemical products
|
921
|
879
|
|
Other units without individually significant goodwill
|
167
|
167
|
||
8,676
|
8,634
|
19 |
INTEREST IN ASSOCIATES
|
Name
of company
|
% of
ownership
interests
|
Principal
activities
|
Measurement
method
|
Country of
incorporation
|
Principal place
of business
|
Sinopec Sichuan To East China Gas Pipeline Co., Ltd. (“Pipeline Ltd”)
|
50.00
|
Operation of natural gas pipelines and auxiliary facilities
|
Equity method
|
PRC
|
PRC
|
Sinopec Finance Company Limited (“Sinopec Finance”)
|
49.00
|
Provision of non-banking financial services
|
Equity method
|
PRC
|
PRC
|
PAO SIBUR Holding (“SIBUR”)
|
10.00
|
Processing natural gas and manufacturing petrochemical products
|
Equity method
|
Russia
|
Russia
|
Zhongtian Synergetic Energy Company Limited (“Zhongtian Synergetic Energy”)
|
38.75
|
Mining coal and manufacturing of coal-chemical products
|
Equity method
|
PRC
|
PRC
|
Caspian Investments Resources Ltd. (“CIR”) extraction
|
50.00
|
Crude oil and natural gas extraction
|
Equity method
|
British Virgin Islands
|
The Republic of Kazakhstan
|
|
Pipeline Ltd
|
Sinopec Finance
|
SIBUR(i)
|
Zhongtian Synergetic Energy
|
CIR
|
|||||
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Current assets
|
12,498
|
11,317
|
209,837
|
161,187
|
22,502
|
20,719
|
7,477
|
8,232
|
6,712
|
5,612
|
Non-current assets
|
39,320
|
40,972
|
16,359
|
17,782
|
170,796
|
158,938
|
49,961
|
51,553
|
1,828
|
1,673
|
Current liabilities
|
(1,020)
|
(933)
|
(200,402)
|
(154,212)
|
(23,293)
|
(20,554)
|
(7,252)
|
(10,668)
|
(961)
|
(908)
|
Non-current liabilities
|
(3,026)
|
(3,176)
|
(332)
|
(6)
|
(58,628)
|
(61,771)
|
(31,436)
|
(31,494)
|
(673)
|
(170)
|
Net assets
|
47,772
|
48,180
|
25,462
|
24,751
|
111,377
|
97,332
|
18,750
|
17,623
|
6,906
|
6,207
|
Net assets attributable to owners of the Company
|
47,772
|
48,180
|
25,462
|
24,751
|
110,860
|
96,761
|
18,750
|
17,623
|
6,906
|
6,207
|
Net assets attributable to non-controlling interests
|
—
|
—
|
—
|
—
|
517
|
571
|
—
|
—
|
—
|
—
|
Share of net assets from associates
|
23,886
|
24,090
|
12,476
|
12,128
|
11,086
|
9,676
|
7,266
|
6,829
|
3,453
|
3,104
|
Carrying Amounts
|
23,886
|
24,090
|
12,476
|
12,128
|
11,086
|
9,676
|
7,266
|
6,829
|
3,453
|
3,104
|
Year ended 31 December
|
Pipeline Ltd
|
Sinopec Finance
|
SIBUR(i)
|
Zhongtian Synergetic Energy
|
CIR
|
|||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
4,746
|
5,644
|
4,536
|
3,542
|
59,927
|
52,496
|
12,235
|
3,569
|
2,856
|
2,563
|
Profit/(loss) for the year
|
2,022
|
2,543
|
1,868
|
1,536
|
10,400
|
9,601
|
1,142
|
123
|
583
|
(610)
|
Other comprehensive (loss)/income
|
—
|
—
|
(157)
|
(246)
|
6,410
|
(260)
|
—
|
—
|
116
|
(334)
|
Total comprehensive income/(loss)
|
2,022
|
2,543
|
1,711
|
1,290
|
16,810
|
9,341
|
1,142
|
123
|
699
|
(944)
|
Dividends declared by associates
|
1,207
|
—
|
490
|
—
|
271
|
221
|
—
|
—
|
—
|
—
|
Share of profit/(loss) from associates
|
1,011
|
1,272
|
915
|
753
|
1,040
|
960
|
443
|
48
|
292
|
(305)
|
Share of other comprehensive (loss) /
income from associates (ii)
|
—
|
—
|
(77)
|
(121)
|
641
|
(26)
|
—
|
—
|
58
|
(167)
|
(i) |
Sinopec is able to exercise significant influence in SIBUR since Sinopec has a member in SIBUR’s Board of Director and has a member in SIBUR’s Management Board.
|
(ii) |
Including foreign currency translation differences.
|
20 |
INTEREST IN JOINT VENTURES
|
Name of entity
|
% of
ownership
interests
|
Principal activities
|
Measurement
method
|
Country of
incorporation
|
Principal place
of business
|
Fujian Refining & Petrochemical Company Limited (“FREP”)
|
50.00
|
Manufacturing refining oil products
|
Equity method
|
PRC
|
PRC
|
BASF-YPC Company Limited (“BASF-YPC”)
|
40.00
|
Manufacturing and distribution of petrochemical products
|
Equity method
|
PRC
|
PRC
|
Taihu Limited (“Taihu”)
|
49.00
|
Crude oil and natural gas extraction
|
Equity method
|
Cyprus
|
Russia
|
Yanbu Aramco Sinopec Refining Company Ltd. (“YASREF”)
|
37.50
|
Petroleum refining and processing business
|
Equity method
|
Saudi Arabia
|
Saudi Arabia
|
Sinopec SABIC Tianjin Petrochemical Company Limited (“Sinopec SABIC Tianjin”)
|
50.00
|
Manufacturing and distribution of petrochemical products
|
Equity method
|
PRC
|
PRC
|
|
FREP
|
BASF–YPC
|
Taihu
|
YASREF
|
Sinopec SABIC Tianjin
|
|||||
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
31 December
|
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Current assets
|
||||||||||
Cash and cash equivalents
|
7,388
|
5,772
|
1,582
|
1,800
|
3,406
|
2,352
|
930
|
4,916
|
5,110
|
6,524
|
Other current assets
|
9,248
|
11,013
|
5,795
|
5,335
|
3,689
|
2,462
|
10,267
|
10,816
|
4,007
|
2,709
|
Total current assets
|
16,636
|
16,785
|
7,377
|
7,135
|
7,095
|
4,814
|
11,197
|
15,732
|
9,117
|
9,233
|
Non-current assets
|
19,271
|
19,740
|
11,086
|
12,075
|
9,216
|
7,978
|
51,873
|
51,553
|
13,990
|
13,248
|
Current liabilities
|
||||||||||
Current financial liabilities
|
(1,200)
|
(1,135)
|
(725)
|
(233)
|
(59)
|
(20)
|
(4,806)
|
(5,407)
|
(500)
|
(1,236)
|
Other current liabilities
|
(4,939)
|
(5,049)
|
(1,822)
|
(1,982)
|
(2,124)
|
(1,914)
|
(12,217)
|
(11,864)
|
(2,507)
|
(4,546)
|
Total current liabilities
|
(6,139)
|
(6,184)
|
(2,547)
|
(2,215)
|
(2,183)
|
(1,934)
|
(17,023)
|
(17,271)
|
(3,007)
|
(5,782)
|
Non-current liabilities
|
||||||||||
Non-current financial liabilities
|
(12,454)
|
(13,654)
|
(218)
|
(955)
|
(72)
|
(72)
|
(32,364)
|
(35,619)
|
(3,651)
|
(4,101)
|
Other non-current liabilities
|
(279)
|
(236)
|
(17)
|
(19)
|
(2,271)
|
(2,686)
|
(937)
|
(890)
|
(331)
|
(41)
|
Total non-current liabilities
|
(12,733)
|
(13,890)
|
(235)
|
(974)
|
(2,343)
|
(2,758)
|
(33,301)
|
(36,509)
|
(3,982)
|
(4,142)
|
Net assets
|
17,035
|
16,451
|
15,681
|
16,021
|
11,785
|
8,100
|
12,746
|
13,505
|
16,118
|
12,557
|
Net assets attributable to owners of the company
|
17,035
|
16,451
|
15,681
|
16,021
|
11,373
|
7,818
|
12,746
|
13,505
|
16,118
|
12,557
|
Net assets attributable to non-controlling interests
|
—
|
—
|
—
|
—
|
412
|
282
|
—
|
—
|
—
|
—
|
Share of net assets from joint ventures
|
8,518
|
8,226
|
6,272
|
6,409
|
5,573
|
3,831
|
4,780
|
5,064
|
8,059
|
6,279
|
Carrying Amounts
|
8,518
|
8,226
|
6,272
|
6,409
|
5,573
|
3,831
|
4,780
|
5,064
|
8,059
|
6,279
|
|
|
|
|
|
|
|
|
|
|
|
20 |
INTEREST IN JOINT VENTURES (Continued)
|
Year ended 31 December
|
FREP
|
BASF-YPC
|
Taihu
|
YASREF
|
Sinopec SABIC Tianjin
|
|||||
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
52,469
|
49,356
|
21,574
|
21,020
|
14,944
|
12,520
|
77,561
|
61,587
|
23,501
|
22,286
|
Depreciation, depletion and amortisation
|
(2,250)
|
(16)
|
(1,521)
|
(1,793)
|
(664)
|
(715)
|
(2,823)
|
(2,763)
|
(1,104)
|
(36)
|
Interest income
|
157
|
208
|
41
|
36
|
141
|
142
|
101
|
45
|
169
|
104
|
Interest expense
|
(647)
|
(857)
|
(43)
|
(71)
|
(151)
|
(142)
|
(1,382)
|
(1,382)
|
(167)
|
(223)
|
Profit/(loss) before taxation
|
3,920
|
6,977
|
3,625
|
4,565
|
3,493
|
1,697
|
(1,569)
|
548
|
3,916
|
5,113
|
Tax expense
|
(935)
|
(1,699)
|
(897)
|
(1,151)
|
(729)
|
(553)
|
(249)
|
57
|
(993)
|
(1,279)
|
Profit/(loss) for the year
|
2,985
|
5,278
|
2,728
|
3,414
|
2,764
|
1,144
|
(1,818)
|
605
|
2,923
|
3,834
|
Other comprehensive income/(loss)
|
—
|
—
|
—
|
—
|
921
|
25
|
1,059
|
(554)
|
—
|
—
|
Total comprehensive income/(loss)
|
2,985
|
5,278
|
2,728
|
3,414
|
3,685
|
1,169
|
(759)
|
51
|
2,923
|
3,834
|
Dividends declared by joint ventures
|
1,200
|
1,250
|
1,226
|
1,109
|
—
|
—
|
—
|
—
|
—
|
1,375
|
Share of net profit/(loss) from joint ventures
|
1,493
|
2,639
|
1,091
|
1,366
|
1,307
|
541
|
(682)
|
227
|
1,462
|
1,917
|
Share of other comprehensive income/ (loss) from joint ventures
|
—
|
—
|
—
|
—
|
435
|
12
|
397
|
(208)
|
—
|
—
|
21 |
LEASE PREPAYMENTS
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Cost:
|
||
Balance at 1 January
|
75,728
|
68,467
|
Additions
|
249
|
2,614
|
Transferred from construction in progress
|
7,829
|
4,151
|
Transferred from other long-term assets
|
1,402
|
3,987
|
Reclassification to other assets
|
(544)
|
(2,603)
|
Disposals
|
(152)
|
(531)
|
Exchange adjustments
|
219
|
(357)
|
Balance at 31 December
|
84,731
|
75,728
|
Accumulated amortisation:
|
||
Balance at 1 January
|
17,202
|
14,226
|
Amortisation charge for the year
|
2,519
|
2,076
|
Transferred from other long-term assets
|
617
|
2,027
|
Reclassification to other assets
|
(154)
|
(770)
|
Disposals
|
(31)
|
(266)
|
Exchange adjustments
|
64
|
(91)
|
Balance at 31 December
|
20,217
|
17,202
|
Net book value:
|
64,514
|
58,526
|
22 |
LONG-TERM PREPAYMENTS AND OTHER ASSETS
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Operating rights of service stations
|
34,934
|
34,268
|
Long-term receivables from and prepayment to Sinopec Group Company and fellow subsidiaries
|
26,513
|
20,726
|
Prepayments for construction projects to third parties
|
5,502
|
4,999
|
Others (i)
|
24,459
|
21,989
|
Balance at 31 December
|
91,408
|
81,982
|
(i) |
Others mainly comprise prepaid operating lease charges and catalyst expenditures.
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Operating rights of service stations
|
||
Cost:
|
||
Balance at 1 January
|
48,613
|
36,908
|
Additions
|
3,948
|
11,837
|
Decreases
|
(345)
|
(132)
|
Balance at 31 December
|
52,216
|
48,613
|
Accumulated amortisation:
|
||
Balance at 1 January
|
14,345
|
10,012
|
Additions
|
3,019
|
4,361
|
Decreases
|
(82)
|
(28)
|
Balance at 31 December
|
17,282
|
14,345
|
Net book value at 31 December
|
34,934
|
34,268
|
23 |
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Structured deposit
|
25,550
|
51,196
|
Equity investments, listed and at quoted market price
|
182
|
—
|
25,732
|
51,196
|
24 |
DERIVATIVES FINANCIAL ASSETS AND DERIVATIVES FINANCIAL LIABILITIES
|
25 |
TRADE ACCOUNTS RECEIVABLE AND BILLS RECEIVABLE
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Amounts due from third parties
|
50,108
|
56,203
|
Amounts due from Sinopec Group Company and fellow subsidiaries
|
3,170
|
7,941
|
Amounts due from associates and joint ventures
|
4,321
|
4,962
|
57,599
|
69,106
|
|
Less: Impairment losses for bad and doubtful debts
|
(606)
|
(612)
|
Trade accounts receivable, net
|
56,993
|
68,494
|
Bills receivable
|
7,886
|
16,207
|
64,879
|
84,701
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within one year
|
64,317
|
83,984
|
Between one and two years
|
353
|
573
|
Between two and three years
|
124
|
43
|
Over three years
|
85
|
101
|
64,879
|
84,701
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Balance at 1 January
|
612
|
683
|
Provision for the year
|
83
|
49
|
Written back for the year
|
(77)
|
(100)
|
Written off for the year
|
(19)
|
(21)
|
Others
|
7
|
1
|
Balance at 31 December
|
606
|
612
|
26 |
INVENTORIES
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Crude oil and other raw materials
|
85,469
|
85,975
|
Work in progress
|
13,690
|
14,774
|
Finished goods
|
88,929
|
84,448
|
Spare parts and consumables
|
2,872
|
2,651
|
190,960
|
187,848
|
|
Less: Allowance for diminution in value of inventories
|
(6,376)
|
(1,155)
|
184,584
|
186,693
|
27 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Other receivables
|
26,455
|
17,704
|
Advances to suppliers
|
5,937
|
4,901
|
Value-added input tax to be deducted
|
21,331
|
17,926
|
Prepaid income tax
|
300
|
398
|
54,023
|
40,929
|
28 |
DEFERRED TAX ASSETS AND LIABILITIES
|
|
Deferred tax assets
|
Deferred tax liabilities
|
||
|
31 December
|
31 December
|
31 December
|
31 December
|
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Receivables and inventories
|
2,563
|
381
|
—
|
—
|
Payables
|
1,808
|
1,925
|
—
|
—
|
Cash flow hedges
|
1,131
|
165
|
(27)
|
(50)
|
Property, plant and equipment
|
15,427
|
14,150
|
(8,666)
|
(9,928)
|
Tax losses carried forward
|
3,709
|
2,325
|
—
|
—
|
Available-for-sale financial assets
|
—
|
117
|
—
|
—
|
Financial assets at fair value through other comprehensive income
|
117
|
—
|
(1)
|
—
|
Intangible assets
|
474
|
227
|
(535)
|
(563)
|
Others
|
174
|
180
|
(428)
|
(264)
|
Deferred tax assets/(liabilities)
|
25,403
|
19,470
|
(9,657)
|
(10,805)
|
28 |
DEFERRED TAX ASSETS AND LIABILITIES (Continued)
|
|
|
Recognised in
|
Recognised
|
|
|
|
|
Balance at
|
consolidated
|
in other
|
|
Acquisition of
|
Balance at
|
|
1 January
2017
|
income
statement
|
comprehensive
income
|
Others
|
Shanghai
SECCO
|
31 December
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Receivables and inventories
|
87
|
300
|
(5)
|
(1)
|
—
|
381
|
Payables
|
391
|
1,534
|
—
|
—
|
—
|
1,925
|
Cash flow hedges
|
(215)
|
9
|
313
|
8
|
—
|
115
|
Property, plant and equipment
|
(3,351)
|
8,475
|
287
|
(8)
|
(1,181)
|
4,222
|
Tax losses carried forward
|
2,477
|
(135)
|
(17)
|
—
|
—
|
2,325
|
Available-for-sale financial assets
|
—
|
117
|
—
|
—
|
—
|
117
|
Intangible assets
|
260
|
(27)
|
—
|
—
|
(569)
|
(336)
|
Others
|
(96)
|
44
|
4
|
—
|
(36)
|
(84)
|
Net deferred tax (liabilities)/assets
|
(447)
|
10,317
|
582
|
(1)
|
(1,786)
|
8,665
|
|
|
|
|
|
|
|
|
|
Recognised in
|
Recognised
|
|
|
|
|
Balance at
|
consolidated
|
in other
|
|
Transferred
|
Balance at
|
|
1 January
2018
|
income
statement
|
comprehensive
income
|
Others
|
from
reserve
|
31 December
2018
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Receivables and inventories
|
381
|
2,176
|
3
|
3
|
—
|
2,563
|
Payables
|
1,925
|
(117)
|
—
|
—
|
—
|
1,808
|
Cash flow hedges
|
115
|
(10)
|
2,029
|
1
|
(1,031)
|
1,104
|
Property, plant and equipment
|
4,222
|
2,650
|
(130)
|
19
|
—
|
6,761
|
Tax losses carried forward
|
2,325
|
1,414
|
6
|
(36)
|
—
|
3,709
|
Available-for-sale financial assets
|
117
|
—
|
—
|
(117)
|
—
|
—
|
Financial assets at fair value through
other comprehensive income
|
—
|
—
|
(1)
|
117
|
—
|
116
|
Intangible assets
|
(336)
|
273
|
—
|
2
|
—
|
(61)
|
Others
|
(84)
|
(142)
|
(2)
|
(26)
|
—
|
(254)
|
Net deferred tax assets/(liabilities)
|
8,665
|
6,244
|
1,905
|
(37)
|
(1,031)
|
15,746
|
29 |
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Third parties’ debts
|
||
Short-term bank loans
|
17,088
|
31,105
|
RMB denominated
|
13,201
|
23,685
|
US Dollar (“USD”) denominated
|
3,887
|
7,420
|
Short-term other loans
|
300
|
299
|
RMB denominated
|
300
|
299
|
Current portion of long-term bank loans
|
12,074
|
1,402
|
RMB denominated
|
12,039
|
1,379
|
USD denominated
|
35
|
23
|
Current portion of long-term corporate bonds
|
—
|
22,532
|
RMB denominated
|
—
|
16,000
|
USD denominated
|
—
|
6,532
|
12,074
|
23,934
|
|
29,462
|
55,338
|
|
Loans from Sinopec Group Company and fellow subsidiaries
|
||
Short-term loans
|
27,304
|
23,297
|
RMB denominated
|
3,061
|
1,706
|
USD denominated
|
22,780
|
19,668
|
Hong Kong Dollar (“HKD”) denominated
|
1,441
|
1,903
|
EUR denominated
|
22
|
—
|
Singapore Dollar (“SGD”) denominated
|
—
|
20
|
Current portion of long-term loans
|
4,361
|
2,014
|
RMB denominated
|
4,361
|
2,014
|
31,665
|
25,311
|
|
61,127
|
80,649
|
29 |
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND
FELLOW SUBSIDIARIES (Continued)
|
|
|
31 December
|
31 December
|
|
Interest rate and final maturity
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Third parties’ debts
|
|||
Long-term bank loans
|
|||
RMB denominated
|
Interest rates ranging from 1.08% to 4.66% per annum at 31 December 2018 with maturities through 2033
|
31,025
|
25,644
|
USD denominated
|
Interest rates ranging from 1.55% to 4.29% per annum at 31 December 2018 with maturities through 2031
|
109
|
192
|
31,134
|
25,836
|
||
Corporate bonds (i)
|
|||
RMB denominated
|
IFixed interest rates ranging from 3.70% to 4.90% per annum at 31 December 2018 with maturity through 2022
|
20,000
|
36,000
|
USD denominated
|
Fixed interest rates ranging from 3.13% to 4.25% per annum at 31 December 2018 with maturities through 2043
|
11,951
|
17,902
|
31,951
|
53,902
|
||
Total third parties’ long-term debts
|
63,085
|
79,738
|
|
Less: Current portion
|
(12,074)
|
(23,934)
|
|
51,011
|
55,804
|
||
Long-term loans from Sinopec Group Company
and fellow subsidiaries
|
|||
RMB denominated
|
Interest rates ranging from interest free to 4.99% per annum at 31 December 2018 with maturities through 2030
|
46,877
|
45,334
|
Less: Current portion
|
(4,361)
|
(2,014)
|
|
42,516
|
43,320
|
||
93,527
|
99,124
|
(i) |
These corporate bonds are carried at amortised cost. At 31 December 2018, RMB 11,951 million (2017: RMB 17,902 million) (USD denominated corporate bonds) are
guaranteed by Sinopec Group Company.
|
30 |
TRADE ACCOUNTS PAYABLE AND BILLS PAYABLE
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Amounts due to third parties
|
170,818
|
177,224
|
Amounts due to Sinopec Group Company and fellow subsidiaries
|
9,142
|
13,350
|
Amounts due to associates and joint ventures
|
6,381
|
9,499
|
186,341
|
200,073
|
|
Bills payable
|
6,416
|
6,462
|
Trade accounts and bills payables measured at amortised cost
|
192,757
|
206,535
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within 1 month or on demand
|
182,763
|
195,189
|
Between 1 month and 6 months
|
6,670
|
8,076
|
Over 6 months
|
3,324
|
3,270
|
192,757
|
206,535
|
31 |
CONTRACT LIABILITIES
|
32 |
OTHER PAYABLES
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Salaries and welfare payable
|
7,312
|
7,162
|
Interest payable
|
634
|
723
|
Payables for constructions
|
54,992
|
60,010
|
Other payables
|
22,852
|
29,028
|
Financial liabilities carried at amortised costs
|
85,790
|
96,923
|
Taxes other than income tax
|
80,361
|
58,925
|
Receipts in advance (Note 1 (a))
|
—
|
120,734
|
166,151
|
276,582
|
33 |
PROVISIONS
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Balance at 1 January
|
39,407
|
36,918
|
Provision for the year
|
1,567
|
1,627
|
Accretion expenses
|
1,438
|
1,501
|
Utilised for the year
|
(598)
|
(467)
|
Exchange adjustments
|
193
|
(172)
|
Balance at 31 December
|
42,007
|
39,407
|
34 |
SHARE CAPITAL
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Registered, issued and fully paid
|
||
95,557,771,046 listed A shares (2017: 95,557,771,046) of RMB 1.00 each
|
95,558
|
95,558
|
25,513,438,600 listed H shares (2017: 25,513,438,600) of RMB 1.00 each
|
25,513
|
25,513
|
121,071
|
121,071
|
35 |
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within one year
|
15,625
|
11,114
|
Between one and two years
|
14,668
|
11,492
|
Between two and three years
|
13,986
|
10,730
|
Between three and four years
|
13,734
|
10,552
|
Between four and five years
|
13,494
|
10,428
|
Thereafter
|
281,287
|
202,806
|
352,794
|
257,122
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Authorised and contracted for (i)
|
141,045
|
120,386
|
Authorised but not contracted for
|
54,392
|
57,997
|
195,437
|
178,383
|
(i) |
The investment commitments of the Group is RMB 5,553 million (2017: RMB 3,364 million).
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Within one year
|
380
|
205
|
Between one and two years
|
79
|
83
|
Between two and three years
|
33
|
32
|
Between three and four years
|
28
|
28
|
Between four and five years
|
28
|
28
|
Thereafter
|
852
|
882
|
1,400
|
1,258
|
35 |
COMMITMENTS AND CONTINGENT LIABILITIES (Continued)
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Joint ventures
|
5,033
|
940
|
Associates(ii)
|
12,168
|
13,520
|
Others
|
7,197
|
9,732
|
24,398
|
24,192
|
(ii) |
The Group provided a guarantee in respect to standby credit facilities granted to Zhongtian Synergetic Energy by banks amount to RMB 17,050 million. At 31
December 2018, the amount withdrawn by Zhongtian Synergetic Energy and guaranteed by the Group was RMB 12,168 million (2017: RMB 13,520 million).
|
36 |
BUSINESS COMBINATION
|
|
RMB million
|
Purchase consideration:
|
|
Acquisition Date (26 October 2017)
|
|
– Cash consideration for the purchase of 50% equity interest acquired
|
10,135
|
– Acquisition-date fair value of the 50% equity interest held before the acquisition
|
10,135
|
Total purchase consideration
|
20,270
|
|
Fair value at the
Acquisition Date
|
|
RMB million
|
The assets and liabilities recognised as a result of the acquisition are as follows:
|
|
Cash and cash equivalents
|
5,653
|
Bills receivable
|
641
|
Inventories
|
1,702
|
Trade and other receivables
|
558
|
Prepayments
|
1,349
|
Other current assets
|
761
|
Total current assets
|
10,664
|
Property, plant and equipment, net
|
9,587
|
Lease prepayments
|
1,920
|
Intangible assets
|
1,017
|
Construction in progress
|
231
|
Long-term prepaid expenses
|
117
|
Deferred tax assets
|
11
|
Total non-current assets
|
12,883
|
Total assets
|
23,547
|
Trade and other payables
|
(2,115)
|
Advances received
|
(383)
|
Employee benefits payable
|
(96)
|
Tax payable
|
(1,438)
|
Total current liabilities
|
(4,032)
|
Deferred tax liabilities (Note 28)
|
(1,786)
|
Net assets acquired
|
17,729
|
Goodwill
|
2,541
|
37 |
RELATED PARTY TRANSACTIONS
|
(a) |
Transactions with Sinopec Group Company and fellow subsidiaries, associates and joint ventures
|
|
Note
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Sales of goods
|
(i)
|
272,789
|
244,211
|
Purchases
|
(ii)
|
192,224
|
165,993
|
Transportation and storage
|
(iii)
|
7,319
|
7,716
|
Exploration and development services
|
(iv)
|
23,489
|
21,210
|
Production related services
|
(v)
|
28,472
|
20,824
|
Ancillary and social services
|
(vi)
|
6,664
|
6,653
|
Operating lease charges for land
|
(vii)
|
7,765
|
8,015
|
Operating lease charges for buildings
|
(vii)
|
521
|
510
|
Other operating lease charges
|
(vii)
|
869
|
626
|
Agency commission income
|
(viii)
|
113
|
127
|
Interest income
|
(ix)
|
848
|
807
|
Interest expense
|
(x)
|
1,110
|
554
|
Net deposits withdrawn from/(placed with) related parties
|
(ix)
|
6,457
|
(7,441)
|
Net funds obtained from related parties
|
(xi)
|
31,684
|
19,661
|
(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, firefighting, 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, environmental protection and management services.
|
37 |
RELATED PARTY TRANSACTIONS (Continued)
|
(a) |
Transactions with Sinopec Group Company and fellow subsidiaries,
associates and joint ventures (Continued)
|
(vi) |
Ancillary and social services represent expenditures for social welfare and support services such as educational facilities, media communication services,
sanitation, accommodation, canteens, and property maintenance.
|
(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 income 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 31 December 2018 was RMB 41,057 million (2017: RMB 47,514 million).
|
(x) |
Interest expense represents interest charges on the loans obtained from Sinopec
Group Company and fellow subsidiaries.
|
(xi) |
The Group obtained loans, discounted bills and others from Sinopec Group Company
and fellow subsidiaries.
|
● |
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:
|
(1) |
the government-prescribed price;
|
(2) |
where there is no government-prescribed price, the government-guidance price;
|
(3) |
where there is neither a government-prescribed price nor a government-guidance price, the market price; or
|
(4) |
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%.
|
● |
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.
|
● |
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. 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.
|
● |
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.
|
● |
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.
|
● |
On the basis of a series of continuing connected transaction agreements signed in 2000, the Company and Sinopec Group Company have signed the Fifth Supplementary
Agreement and the Fourth Revised Memorandum of land use rights leasing contract on August 24, 2018, which took effect on January 1, 2019 and made adjustment to “Mutual Supply Agreement”, “Agreement for Provision of Cultural and
Educational, Health Care and Community Services”, “Buildings Leasing Contract”, “Intellectual Property Contract” and “Land Use Rights Leasing Contract” etc.,. The memorandum was effective since January 1, 2019. Sinopec Group Company
agreed to lease 410 million square meters of land to the Company, and to adjust the total fee of land to about RMB 14 billion, according to the newly confirmed area of leasing land and the situation of land market.
|
37 |
RELATED PARTY TRANSACTIONS (Continued)
|
(a) |
Transactions with Sinopec Group Company and fellow subsidiaries,
associates and joint ventures (Continued)
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Trade accounts receivable and bills receivable
|
7,555
|
13,174
|
Prepaid expenses and other current assets
|
7,665
|
5,633
|
Long-term prepayments and other assets
|
23,482
|
20,726
|
Total
|
38,702
|
39,533
|
Trade accounts payable and bills payable
|
17,530
|
24,104
|
Contract liabilities
|
3,273
|
—
|
Other payables
|
18,160
|
20,990
|
Other long-term liabilities
|
12,470
|
10,165
|
Short-term loans and current portion of long-term loans from Sinopec Group Company
and fellow subsidiaries
|
31,665
|
25,311
|
Long-term loans excluding current portion from Sinopec Group Company and fellow subsidiaries
|
42,516
|
43,320
|
Total
|
125,614
|
123,890
|
(b) |
Key management personnel emoluments
|
|
2018
|
2017
|
|
RMB’000
|
RMB’000
|
Short-term employee benefits
|
5,745
|
5,344
|
Retirement scheme contributions
|
351
|
424
|
6,096
|
5,768
|
(c) |
Contributions to defined contribution retirement plans
|
37 |
RELATED PARTY TRANSACTIONS (Continued)
|
(d) |
Transactions with other state-controlled entities in the PRC
|
• |
sales and purchases of goods and ancillary materials;
|
• |
rendering and receiving services;
|
• |
lease of assets;
|
• |
depositing and borrowing money; and
|
• |
uses of public utilities.
|
38 |
EMPLOYEE BENEFITS PLAN
|
39 |
SEGMENT REPORTING
|
(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.
|
39 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets and liabilities
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Turnover
|
||
Exploration and production
|
||
External sales
|
93,499
|
69,168
|
Inter–segment sales
|
95,954
|
77,804
|
189,453
|
146,972
|
|
Refining
|
||
External sales
|
148,930
|
132,478
|
Inter–segment sales
|
1,109,088
|
874,271
|
1,258,018
|
1,006,749
|
|
Marketing and distribution
|
||
External sales
|
1,408,989
|
1,191,902
|
Inter–segment sales
|
5,224
|
3,962
|
1,414,213
|
1,195,864
|
|
Chemicals
|
||
External sales
|
457,406
|
373,814
|
Inter–segment sales
|
73,835
|
49,615
|
531,241
|
423,429
|
|
Corporate and others
|
||
External sales
|
716,789
|
533,108
|
Inter–segment sales
|
650,271
|
440,303
|
1,367,060
|
973,411
|
|
Elimination of inter–segment sales
|
(1,934,372)
|
(1,445,955)
|
Turnover
|
2,825,613
|
2,300,470
|
Other operating revenues
|
||
Exploration and production
|
10,738
|
10,533
|
Refining
|
5,389
|
5,104
|
Marketing and distribution
|
32,424
|
28,333
|
Chemicals
|
15,492
|
14,314
|
Corporate and others
|
1,523
|
1,439
|
Other operating revenues
|
65,566
|
59,723
|
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
39 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets and liabilities (Continued)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Result
|
||
Operating (loss)/profit
|
||
By segment
|
||
– Exploration and production
|
(10,107)
|
(45,944)
|
– Refining
|
54,827
|
65,007
|
– Marketing and distribution
|
23,464
|
31,569
|
– Chemicals
|
27,007
|
26,977
|
– Corporate and others
|
(9,293)
|
(4,484)
|
– Elimination
|
(3,634)
|
(1,655)
|
Total segment operating profit
|
82,264
|
71,470
|
Share of profits from associates and joint ventures
|
||
– Exploration and production
|
2,598
|
1,449
|
– Refining
|
109
|
989
|
– Marketing and distribution
|
3,155
|
2,945
|
– Chemicals
|
6,298
|
9,621
|
– Corporate and others
|
1,814
|
1,521
|
Aggregate share of profits from associates and joint ventures
|
13,974
|
16,525
|
Investment (losses)/income
|
||
– Exploration and production
|
(3)
|
40
|
– Refining
|
315
|
28
|
– Marketing and distribution
|
43
|
90
|
– Chemicals
|
596
|
86
|
– Corporate and others
|
920
|
18
|
Aggregate investment income
|
1,871
|
262
|
Net finance costs
|
1,001
|
(1,560)
|
Profit before taxation
|
99,110
|
86,697
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Assets
|
||
Segment assets
|
||
– Exploration and production
|
321,686
|
343,404
|
– Refining
|
271,356
|
273,123
|
– Marketing and distribution
|
317,641
|
309,727
|
– Chemicals
|
156,865
|
158,472
|
– Corporate and others
|
152,799
|
170,045
|
Total segment assets
|
1,220,347
|
1,254,771
|
Interest in associates and joint ventures
|
145,721
|
131,087
|
Available–for–sale financial assets
|
—
|
1,676
|
Financial assets at fair value through other comprehensive income
|
1,450
|
—
|
Deferred tax assets
|
21,694
|
15,131
|
Cash and cash equivalents, time deposits with financial institutions
|
167,015
|
165,004
|
Other unallocated assets
|
36,081
|
27,835
|
Total assets
|
1,592,308
|
1,595,504
|
Liabilities
|
||
Segment liabilities
|
||
– Exploration and production
|
94,170
|
99,568
|
– Refining
|
103,809
|
101,429
|
– Marketing and distribution
|
159,536
|
164,101
|
– Chemicals
|
37,413
|
35,293
|
– Corporate and others
|
144,216
|
117,781
|
Total segment liabilities
|
539,144
|
518,172
|
Short–term debts
|
29,462
|
55,338
|
Income tax payable
|
6,699
|
13,015
|
Long–term debts
|
51,011
|
55,804
|
Loans from Sinopec Group Company and fellow subsidiaries
|
74,181
|
68,631
|
Deferred tax liabilities
|
5,948
|
6,466
|
Other unallocated liabilities
|
29,328
|
25,188
|
Total liabilities
|
735,773
|
742,614
|
39 |
SEGMENT REPORTING (Continued)
|
(1) |
Information of reportable segmental revenues, profits or losses, assets
and liabilities (Continued)
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Capital expenditure
|
||
Exploration and production
|
42,155
|
31,344
|
Refining
|
27,908
|
21,075
|
Marketing and distribution
|
21,429
|
21,539
|
Chemicals
|
19,578
|
23,028
|
Corporate and others
|
6,906
|
2,398
|
117,976
|
99,384
|
|
Depreciation, depletion and amortisation
|
||
Exploration and production
|
60,331
|
66,843
|
Refining
|
18,164
|
18,408
|
Marketing and distribution
|
16,296
|
15,463
|
Chemicals
|
13,379
|
12,873
|
Corporate and others
|
1,797
|
1,723
|
109,967
|
115,310
|
|
Impairment losses on long-lived assets
|
||
Exploration and production
|
4,274
|
13,556
|
Refining
|
353
|
1,894
|
Marketing and distribution
|
264
|
675
|
Chemicals
|
1,374
|
4,922
|
Corporate and others
|
16
|
211
|
6,281
|
21,258
|
(2) |
Geographical information
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
External sales
|
||
Mainland China
|
2,119,580
|
1,758,365
|
Singapore
|
395,129
|
269,349
|
Others
|
376,470
|
332,479
|
2,891,179
|
2,360,193
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Non-current assets
|
||
Mainland China
|
989,668
|
979,329
|
Others
|
50,892
|
48,572
|
1,040,560
|
1,027,901
|
40 |
PRINCIPAL SUBSIDIARIES
|
|
|
|
|
|
|
|
|||
|
|
|||
Name of company
|
Particulars of issued capital (million)
|
Interests held by the Company %
|
Interests held by non-controlling interests %
|
Principal activities
|
Sinopec Great Wall Energy & Chemical
|
RMB 22,761
|
100.00
|
—
|
Coal chemical industry investment
|
Company Limited
|
management, production and sale
|
|||
of coal chemical products
|
||||
Sinopec Yangzi Petrochemical Company
|
RMB 15,651
|
100.00
|
—
|
Manufacturing of intermediate
|
Limited
|
petrochemical products and petroleum products
|
|||
Sinopec Pipeline Storage & Transportation
|
RMB 12,000
|
100.00
|
—
|
Pipeline storage and transportation of crude oil
|
Company Limited
|
|
|||
Sinopec Overseas Investment Holding
|
USD 1,662
|
100.00
|
—
|
Investment holding of overseas business
|
Limited (“SOIH”)
|
||||
Sinopec International Petroleum Exploration
|
RMB 8,000
|
100.00
|
—
|
Investment in exploration, production
|
and Production Limited (“SIPL”)
|
and sale of petroleum and natural gas
|
|||
Sinopec Yizheng Chemical Fibre Limited
|
RMB 4,000
|
100.00
|
—
|
Production and sale of polyester
|
Liability Company
|
chips and polyester fibres
|
|||
Sinopec Lubricant Company Limited
|
RMB 3,374
|
100.00
|
—
|
Production and sale of refined
|
petroleum products, lubricant base
|
||||
oil, and petrochemical materials
|
||||
China International United Petroleum and
|
RMB 3,000
|
100.00
|
—
|
Trading of crude oil and
|
Chemical Company Limited
|
petrochemical products
|
|||
Sinopec Qingdao Petrochemical Company
|
RMB 1,595
|
100.00
|
—
|
Manufacturing of intermediate petrochemical
|
Limited
|
products and petroleum products
|
|||
Sinopec Catalyst Company Limited
|
RMB 1,500
|
100.00
|
—
|
Production and sale of catalyst products
|
|
||||
China Petrochemical International Company
|
RMB 1,400
|
100.00
|
—
|
Trading of petrochemical products
|
Limited
|
||||
Sinopec Chemical Sales Company Limited
|
RMB 1,000
|
100.00
|
—
|
Marketing and distribution of
|
petrochemical products
|
||||
Sinopec Beihai Refining and Chemical
|
RMB 5,294
|
98.98
|
1.02
|
Import and processing of crude oil, production,
|
Limited Liability Company
|
storage and sale of petroleum products and
|
|||
petrochemical products
|
||||
Sinopec Qingdao Refining and Chemical
|
RMB 5,000
|
85.00
|
15.00
|
Manufacturing of intermediate petrochemical
|
Company Limited
|
products and petroleum products
|
|||
Sinopec Hainan Refining and Chemical
|
RMB 3,986
|
75.00
|
25.00
|
Manufacturing of intermediate petrochemical
|
Company Limited
|
products and petroleum products
|
|||
Sinopec Marketing Co. Limited
|
RMB 28,403
|
70.42
|
29.58
|
Marketing and distribution of refined petroleum
|
(“Marketing Company”)
|
products
|
|||
Shanghai SECCO Petrochemical Company
|
RMB 7,801
|
67.60
|
32.40
|
Production and sale of petrochemical products
|
Limited (“Shanghai SECCO”) (Note 36)
|
||||
Sinopec–SK (Wuhan) Petrochemical
|
RMB 6,270
|
65.00
|
35.00
|
Production, sale, research and development
|
Company Limited (“Zhonghan Wuhan”)
|
of ethylene and downstream byproducts
|
|||
Sinopec Kantons Holdings Limited
|
HKD 248
|
60.33
|
39.67
|
Provision of crude oil jetty services and
|
(“Sinopec Kantons”)
|
natural gas pipeline transmission services
|
|||
Gaoqiao Petrochemical Company Limited
|
RMB 10,000
|
55.00
|
45.00
|
Manufacturing of intermediate petrochemical
|
products and petroleum products
|
||||
Sinopec Shanghai Petrochemical Company
|
RMB 10,824
|
50.44
|
49.56
|
Manufacturing of synthetic fibres, resin
|
Limited (“Shanghai Petrochemical”)
|
and plastics, intermediate petrochemical
|
|||
products and petroleum products
|
||||
Fujian Petrochemical Company Limited
|
RMB 8,140
|
50.00
|
50.00
|
Manufacturing of plastics,
|
(“Fujian Petrochemical”) (i)
|
intermediate petrochemical
|
|||
products and petroleum products
|
(i) |
The Group consolidated the financial statements of the entity because it is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity.
|
40 |
PRINCIPAL SUBSIDIARIES (Continued)
|
|
Marketing Company
|
SIPL
|
Shanghai Petrochemical
|
Fujian Petrochemical
|
Sinopec Kantons
|
Shanghai SECCO
|
Zhonghan Wuhan
|
|||||||
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
At 31 December
|
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Current assets
|
130,861
|
156,494
|
16,731
|
19,555
|
25,299
|
19,866
|
816
|
992
|
1,209
|
1,196
|
9,537
|
11,602
|
2,750
|
1,636
|
Current liabilities
|
(181,766)
|
(212,620)
|
(483)
|
(7,118)
|
(13,913)
|
(10,922)
|
(50)
|
(376)
|
(3,722)
|
(2,351)
|
(2,233)
|
(4,174)
|
(2,333)
|
(3,975)
|
Net current (liabilities)/ assets
|
(50,905)
|
(56,126)
|
16,248
|
12,437
|
11,386
|
8,944
|
766
|
616
|
(2,513)
|
(1,155)
|
7,304
|
7,428
|
417
|
(2,339)
|
Non-current assets
|
261,062
|
253,455
|
38,020
|
34,769
|
19,087
|
19,577
|
11,444
|
9,925
|
12,895
|
13,089
|
12,301
|
12,797
|
12,612
|
13,598
|
Non-current liabilities
|
(2,086)
|
(1,774)
|
(31,050)
|
(28,523)
|
(10)
|
(6)
|
(688)
|
(681)
|
(132)
|
(2,430)
|
(1,698)
|
(1,740)
|
—
|
—
|
Net non-current assets
|
258,976
|
251,681
|
6,970
|
6,246
|
19,077
|
19,571
|
10,756
|
9,244
|
12,763
|
10,659
|
10,603
|
11,057
|
12,612
|
13,598
|
Net assets
|
208,071
|
195,555
|
23,218
|
18,683
|
30,463
|
28,515
|
11,522
|
9,860
|
10,250
|
9,504
|
17,907
|
18,485
|
13,029
|
11,259
|
Attributable to owners of the Company
|
141,244
|
132,549
|
5,266
|
3,468
|
15,295
|
14,253
|
5,761
|
4,930
|
6,165
|
5,716
|
12,105
|
12,496
|
8,469
|
7,318
|
Attributable to non-controlling interests
|
66,827
|
63,006
|
17,952
|
15,215
|
15,168
|
14,262
|
5,761
|
4,930
|
4,085
|
3,788
|
5,802
|
5,989
|
4,560
|
3,941
|
|
Marketing Company
|
SIPL
|
Shanghai Petrochemical
|
Fujian Petrochemical
|
Sinopec Kantons
|
Shanghai SECCO (ii)
|
Zhonghan Wuhan
|
|||||||
Year ended 31 December
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Turnover
|
1,443,698
|
1,221,530
|
5,037
|
6,136
|
107,689
|
91,962
|
5,261
|
6,068
|
1,398
|
1,498
|
26,320
|
5,222
|
17,134
|
16,139
|
Profit for the year
|
22,046
|
27,520
|
3,272
|
1,075
|
5,336
|
6,154
|
1,576
|
2,726
|
1,065
|
1,046
|
3,099
|
726
|
1,879
|
2,730
|
Total comprehensive income
|
22,589
|
26,986
|
4,536
|
396
|
5,336
|
6,153
|
1,576
|
2,726
|
1,067
|
1,146
|
3,099
|
726
|
1,879
|
2,730
|
Comprehensive income/ (loss) attributable to
non-controlling interests
|
7,794
|
9,033
|
2,737
|
(38)
|
2,645
|
3,052
|
788
|
1,363
|
399
|
433
|
1,004
|
235
|
658
|
956
|
Dividends paid to non-controlling interests
|
3,964
|
9,544
|
—
|
—
|
1,616
|
1,344
|
600
|
625
|
104
|
70
|
1,191
|
—
|
—
|
—
|
|
Marketing Company
|
SIPL
|
Shanghai Petrochemical
|
Fujian Petrochemical
|
Sinopec Kantons
|
Shanghai SECCO (ii)
|
Zhonghan Wuhan
|
|||||||
Year ended 31 December
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Net cash generated from/ (used in)
operating activities
|
24,825
|
51,038
|
3,467
|
2,758
|
6,659
|
7,061
|
38
|
(558)
|
738
|
968
|
3,766
|
1,639
|
3,308
|
2,976
|
Net cash generated from/(used in)
investing activities
|
8,339
|
(35,738)
|
4,096
|
(2,211)
|
(1,928)
|
(2,401)
|
(215)
|
225
|
648
|
193
|
(480)
|
5,567
|
(3,099)
|
(2,415)
|
Net cash (used in)/generated from
financing activities
|
(32,084)
|
(16,499)
|
(5,419)
|
243
|
(3,507)
|
(2,590)
|
43
|
(158)
|
(1,551)
|
(1,093)
|
(3,676)
|
—
|
525
|
(631)
|
Net increase/(decrease) in cash and cash
equivalents
|
1,080
|
(1,199)
|
2,144
|
790
|
1,224
|
2,070
|
(134)
|
(491)
|
(165)
|
68
|
(390)
|
7,206
|
734
|
(70)
|
Cash and cash equivalents at 1 January
|
12,921
|
14,373
|
3,605
|
3,045
|
7,504
|
5,441
|
226
|
717
|
343
|
289
|
7,205
|
—
|
64
|
134
|
Effect of foreign currency exchange rate changes
|
141
|
(253)
|
244
|
(230)
|
14
|
(7)
|
—
|
—
|
20
|
(14)
|
2
|
(1)
|
—
|
—
|
Cash and cash equivalents at 31 December
|
14,142
|
12,921
|
5,993
|
3,605
|
8,742
|
7,504
|
92
|
226
|
198
|
343
|
6,817
|
7,205
|
798
|
64
|
(ii) |
The summarized consolidated statement of comprehensive income and the summarized statement of cash flow of Shanghai SECCO present the results from the acquisition
date to 31 December 2017.
|
41 |
FINANCIAL RISK MANAGEMENT AND FAIR VALUES
|
● |
credit risk;
|
● |
liquidity risk; and
|
● |
market risk.
|
41 |
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
|
|
31 December 2018
|
|||||
|
|
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 million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Short-term debts
|
29,462
|
30,123
|
30,123
|
—
|
—
|
—
|
Long-term debts
|
51,011
|
61,809
|
1,889
|
16,938
|
27,190
|
15,792
|
Loans from Sinopec Group Company and
fellow subsidiaries
|
74,181
|
75,207
|
32,127
|
37,977
|
3,741
|
1,362
|
Derivatives financial liabilities
|
13,571
|
13,571
|
13,571
|
—
|
—
|
—
|
Trade accounts payable and bills payable
|
192,757
|
192,757
|
192,757
|
—
|
—
|
—
|
Other payables
|
85,790
|
85,790
|
85,790
|
—
|
—
|
—
|
446,772
|
459,257
|
356,257
|
54,915
|
30,931
|
17,154
|
|
31 December 2017
|
|||||
|
|
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 million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Short-term debts
|
55,338
|
56,562
|
56,562
|
—
|
—
|
—
|
Long-term debts
|
55,804
|
66,202
|
2,166
|
14,477
|
32,316
|
17,243
|
Loans from Sinopec Group Company and fellow
subsidiaries
|
68,631
|
68,950
|
25,504
|
4,439
|
39,007
|
—
|
Derivatives financial liabilities
|
2,665
|
2,665
|
2,665
|
—
|
—
|
—
|
Trade accounts payable and bills payable
|
206,535
|
206,535
|
206,535
|
—
|
—
|
—
|
Other payables
|
96,923
|
96,923
|
96,923
|
—
|
—
|
—
|
485,896
|
497,837
|
390,355
|
18,916
|
71,323
|
17,243
|
41 |
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
million
|
million
|
Gross exposure arising from loans
|
||
USD
|
668
|
204
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
million
|
million
|
USD
|
172
|
50
|
41 |
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
|
(i) |
Financial instruments carried at fair value
|
● |
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.
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Assets
|
||||
Financial assets at fair value through profit or loss:
|
||||
– Structured deposit
|
—
|
—
|
25,550
|
25,550
|
– Equity investments, listed and at quoted market price
|
182
|
—
|
—
|
182
|
Derivative financial assets:
|
||||
– Derivative financial assets
|
874
|
7,013
|
—
|
7,887
|
Financial assets at fair value through other comprehensive income:
|
||||
– Equity investments
|
127
|
—
|
1,323
|
1,450
|
1,183
|
7,013
|
26,873
|
35,069
|
|
Liabilities
|
||||
Derivative financial liabilities:
|
||||
– Derivative financial liabilities
|
5,500
|
8,071
|
—
|
13,571
|
5,500
|
8,071
|
—
|
13,571
|
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
Assets
|
||||
Financial assets at fair value through profit or loss:
|
||||
– Structured deposit
|
—
|
—
|
51,196
|
51,196
|
Available-for-sale financial assets:
|
||||
– Listed
|
178
|
—
|
—
|
178
|
Derivative financial assets:
|
||||
– Derivative financial assets
|
343
|
183
|
—
|
526
|
521
|
183
|
51,196
|
51,900
|
|
Liabilities
|
||||
Derivative financial liabilities:
|
||||
– Derivative financial liabilities
|
1,277
|
1,388
|
—
|
2,665
|
1,277
|
1,388
|
—
|
2,665
|
41 |
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
|
(ii) |
Fair values of financial instruments carried at other than fair value
|
|
31 December
|
31 December
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Carrying amount
|
63,085
|
79,738
|
Fair value
|
62,656
|
78,040
|
42 |
ACCOUNTING ESTIMATES AND JUDGEMENTS
|
42 |
ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)
|
43 |
PARENT AND ULTIMATE HOLDING COMPANY
|
44 |
BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY
|
BALANCE SHEET OF THE
COMPANY (Amounts in million)
|
Note
|
31 December
|
31 December
|
|
|
2018
|
2017
|
|
|
RMB
|
RMB
|
Non-current assets
|
|||
Property, plant and equipment, net
|
302,048
|
329,814
|
|
Construction in progress
|
51,598
|
50,046
|
|
Investment in subsidiaries
|
251,970
|
245,156
|
|
Interest in associates
|
21,143
|
15,579
|
|
Interest in joint ventures
|
16,094
|
14,822
|
|
Available-for-sale financial assets
|
—
|
395
|
|
Financial assets at fair value through other comprehensive income
|
395
|
—
|
|
Deferred tax assets
|
11,021
|
6,834
|
|
Lease prepayments
|
7,101
|
6,916
|
|
Long-term prepayments and other assets
|
13,129
|
14,072
|
|
Total non-current assets
|
674,499
|
683,634
|
|
Current assets
|
|||
Cash and cash equivalents
|
59,120
|
72,309
|
|
Time deposits with financial institutions
|
23,759
|
20,236
|
|
Financial assets at fair value through profit or loss
|
22,500
|
48,179
|
|
Trade accounts receivable and bills receivable
|
30,145
|
37,766
|
|
Dividends receivable
|
2,313
|
16,327
|
|
Inventories
|
45,825
|
44,933
|
|
Prepaid expenses and other current assets
|
73,442
|
79,111
|
|
Total current assets
|
257,104
|
318,861
|
|
Current liabilities
|
|||
Short-term debts
|
14,511
|
33,454
|
|
Loans from Sinopec Group Company and fellow subsidiaries
|
5,815
|
3,214
|
|
Derivative financial liabilities
|
967
|
—
|
|
Trade accounts payable and bills payable
|
84,418
|
86,604
|
|
Contract liabilities
|
4,230
|
—
|
|
Other payables
|
178,936
|
194,291
|
|
Total current liabilities
|
288,877
|
317,563
|
|
Net current (liabilities)/assets
|
(31,773)
|
1,298
|
|
Total assets less current liabilities
|
642,726
|
684,932
|
|
Non-current liabilities
|
|||
Long-term debts
|
27,200
|
40,442
|
|
Loans from Sinopec Group Company and fellow subsidiaries
|
40,904
|
43,225
|
|
Provisions
|
33,094
|
31,405
|
|
Other long-term liabilities
|
5,310
|
3,613
|
|
Total non-current liabilities
|
106,508
|
118,685
|
|
536,218
|
566,247
|
||
Equity
|
|||
Share capital
|
121,071
|
121,071
|
|
Reserves
|
(a)
|
415,147
|
445,176
|
Total equity
|
536,218
|
566,247
|
44 |
BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY (Continued)
|
(a) |
RESERVES MOVEMENT OF THE COMPANY
|
|
The Company
|
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
Capital reserve
|
||
Balance at 1 January
|
9,195
|
9,175
|
Others
|
6
|
20
|
Balance at 31 December
|
9,201
|
9,195
|
Share premium
|
||
Balance at 1 January
|
55,850
|
55,850
|
Balance at 31 December
|
55,850
|
55,850
|
Statutory surplus reserve
|
||
Balance at 1 January
|
82,682
|
79,640
|
Appropriation
|
3,996
|
3,042
|
Balance at 31 December
|
86,678
|
82,682
|
Discretionary surplus reserve
|
||
Balance at 1 January
|
117,000
|
117,000
|
Balance at 31 December
|
117,000
|
117,000
|
Other reserves
|
||
Balance at 1 January
|
2,460
|
2,438
|
Share of other comprehensive loss of associates and joint ventures, net of deferred tax
|
(64)
|
(120)
|
Cash flow hedges, net of deferred tax
|
(617)
|
53
|
Special reserve
|
507
|
89
|
Balance at 31 December
|
2,286
|
2,460
|
Retained earnings
|
||
Balance at 1 January
|
177,989
|
183,321
|
Profit for the year
|
38,460
|
30,488
|
Distribution to owners (Note 13)
|
(67,799)
|
(32,689)
|
Appropriation
|
(3,996)
|
(3,042)
|
Special reserve
|
(507)
|
(89)
|
Others
|
(15)
|
—
|
Balance at 31 December
|
144,132
|
177,989
|
415,147
|
445,176
|
(I) |
GOVERNMENT GRANTS
|
(II) |
SAFETY PRODUCTION FUND
|
|
Note
|
31 December
|
31 December
|
|
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Shareholders’ equity under CASs
|
857,659
|
854,070
|
|
Adjustments:
|
|||
Government grants
|
(i)
|
(1,124)
|
(1,180)
|
Total equity under IFRS*
|
856,535
|
852,890
|
|
Note
|
2018
|
2017
|
|
|
RMB million
|
RMB million
|
Net profit under CASs
|
80,289
|
70,294
|
|
Adjustments:
|
|||
Government grants
|
(i)
|
56
|
110
|
Safety production fund
|
(ii)
|
909
|
126
|
Others
|
(2,357)
|
(112)
|
|
Profit for the year under IFRS*
|
78,897
|
70,418
|
* |
The figures are extracted from the consolidated financial statements prepared in accordance with the accounting policies complying with IFRS during the year ended
31 December 2017 and 2018 which have been audited by PricewaterhouseCoopers.
|
|
|
|
2018
|
|
|
2017
|
|
|
|
RMB million
|
|
|
RMB million
|
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
The Group
|
||||||
Property cost, wells and related equipments
and facilities
|
695,724
|
651,531
|
44,193
|
667,657
|
625,621
|
42,036
|
Supporting equipments and facilities
|
199,321
|
199,304
|
17
|
210,711
|
210,694
|
17
|
Uncompleted wells, equipments and facilities
|
40,778
|
40,770
|
8
|
41,397
|
41,389
|
8
|
Total capitalised costs
|
935,823
|
891,605
|
44,218
|
919,765
|
877,704
|
42,061
|
Accumulated depreciation, depletion,
amortisation and impairment losses
|
(658,093)
|
(618,593)
|
(39,500)
|
(601,318)
|
(565,651)
|
(35,667)
|
Net capitalised costs
|
277,730
|
273,012
|
4,718
|
318,447
|
312,053
|
6,394
|
Equity method investments
|
||||||
Share of net capitalised costs of associates
and joint ventures
|
6,304
|
—
|
6,304
|
6,357
|
—
|
6,357
|
Total of the Group’s and its equity method
investments’ net capitalised costs
|
284,034
|
273,012
|
11,022
|
324,804
|
312,053
|
12,751
|
|
|
|
2018
|
|
|
2017
|
|
|
|
RMB million
|
|
|
RMB million
|
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
The Group
|
||||||
Exploration
|
12,108
|
12,108
|
—
|
11,589
|
11,589
|
—
|
Development
|
27,453
|
27,329
|
124
|
30,844
|
30,710
|
134
|
Total costs incurred
|
39,561
|
39,437
|
124
|
42,433
|
42,299
|
134
|
Equity method investments
|
||||||
Share of costs of exploration and development
of associates and joint ventures
|
793
|
—
|
793
|
724
|
—
|
724
|
Total of the Group’s and its equity method investments’
exploration and development costs
|
40,354
|
39,437
|
917
|
43,157
|
42,299
|
858
|
|
|
|
2018
|
|
|
2017
|
|
|
|
RMB million
|
|
|
RMB million
|
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
The Group
|
||||||
Revenues
|
||||||
Sales
|
57,860
|
57,860
|
—
|
43,644
|
43,644
|
—
|
Transfers
|
89,569
|
84,532
|
5,037
|
73,447
|
67,311
|
6,136
|
147,429
|
142,392
|
5,037
|
117,091
|
110,955
|
6,136
|
|
Production costs excluding taxes
|
(47,227)
|
(45,953)
|
(1,274)
|
(46,311)
|
(44,977)
|
(1,334)
|
Exploration expenses
|
(10,744)
|
(10,744)
|
—
|
(11,089)
|
(11,089)
|
—
|
Depreciation, depletion, amortisation
and impairment losses
|
(62,832)
|
(60,877)
|
(1,955)
|
(80,399)
|
(74,856)
|
(5,543)
|
Taxes other than income tax
|
(11,400)
|
(11,400)
|
—
|
(8,726)
|
(8,726)
|
—
|
Profit before taxation
|
15,226
|
13,418
|
1,808
|
(29,434)
|
(28,693)
|
(741)
|
Income tax expense
|
709
|
—
|
709
|
1,188
|
—
|
1,188
|
Results of operation from producing
activities
|
15,935
|
13,418
|
2,517
|
(28,246)
|
(28,693)
|
447
|
Equity method investments
|
||||||
Revenues
|
||||||
Sales
|
9,530
|
—
|
9,530
|
8,080
|
—
|
8,080
|
9,530
|
—
|
9,530
|
8,080
|
—
|
8,080
|
|
Production costs excluding taxes
|
(2,455)
|
—
|
(2,455)
|
(2,748)
|
—
|
(2,748)
|
Exploration expenses
|
—
|
—
|
—
|
—
|
—
|
—
|
Depreciation, depletion, amortisation
and impairment losses
|
(1,163)
|
—
|
(1,163)
|
(1,243)
|
—
|
(1,243)
|
Taxes other than income tax
|
(4,075)
|
—
|
(4,075)
|
(3,628)
|
—
|
(3,628)
|
Profit before taxation
|
1,837
|
—
|
1,837
|
461
|
—
|
461
|
Income tax expense
|
(667)
|
—
|
(667)
|
(347)
|
—
|
(347)
|
Share of profit for producing activities of
associates and joint ventures
|
1,170
|
—
|
1,170
|
114
|
—
|
114
|
Total of the Group’s and its equity method investments’
|
|
|
|
|
|
|
results of operations for producing activities
|
17,105
|
13,418
|
3,687
|
(28,132)
|
(28,693)
|
561
|
|
2018
|
2017
|
||||
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
The Group
|
||||||
Proved developed and undeveloped reserves
(oil) (million barrels)
|
||||||
Beginning of year
|
1,293
|
1,261
|
32
|
1,256
|
1,216
|
40
|
Revisions of previous estimates
|
160
|
158
|
2
|
151
|
148
|
3
|
Improved recovery
|
95
|
90
|
5
|
90
|
86
|
4
|
Extensions and discoveries
|
79
|
79
|
—
|
60
|
60
|
—
|
Production
|
(260)
|
(249)
|
(11)
|
(264)
|
(249)
|
(15)
|
End of year
|
1,367
|
1,339
|
28
|
1,293
|
1,261
|
32
|
Non-controlling interest in proved developed
and
undeveloped reserves at the end of year
|
12
|
—
|
12
|
14
|
—
|
14
|
Proved developed reserves
|
||||||
Beginning of year
|
1,156
|
1,124
|
32
|
1,120
|
1,080
|
40
|
End of year
|
1,271
|
1,244
|
27
|
1,156
|
1,124
|
32
|
Proved undeveloped reserves
|
||||||
Beginning of year
|
137
|
137
|
—
|
136
|
136
|
—
|
End of year
|
96
|
95
|
1
|
137
|
137
|
—
|
Proved developed and undeveloped
reserves (gas) (billion cubic feet)
|
||||||
Beginning of year
|
6,985
|
6,985
|
—
|
7,160
|
7,160
|
—
|
Revisions of previous estimates
|
(40)
|
(40)
|
—
|
(107)
|
(107)
|
—
|
Improved recovery
|
142
|
142
|
—
|
72
|
72
|
—
|
Extensions and discoveries
|
680
|
680
|
—
|
769
|
769
|
—
|
Production
|
(974)
|
(974)
|
—
|
(909)
|
(909)
|
—
|
End of year
|
6,793
|
6,793
|
—
|
6,985
|
6,985
|
—
|
Proved developed reserves
|
||||||
Beginning of year
|
6,000
|
6,000
|
—
|
6,436
|
6,436
|
—
|
End of year
|
5,822
|
5,822
|
—
|
6,000
|
6,000
|
—
|
Proved undeveloped reserves
|
||||||
Beginning of year
|
985
|
985
|
—
|
724
|
724
|
—
|
End of year
|
971
|
971
|
—
|
985
|
985
|
—
|
|
2018
|
2017
|
||||
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
Equity method investments
|
||||||
Proved developed and undeveloped reserves of
associates and joint ventures (oil) (million barrels)
|
||||||
Beginning of year
|
306
|
—
|
306
|
296
|
—
|
296
|
Revisions of previous estimates
|
12
|
—
|
12
|
12
|
—
|
12
|
Improved recovery
|
4
|
—
|
4
|
8
|
—
|
8
|
Extensions and discoveries
|
5
|
—
|
5
|
20
|
—
|
20
|
Production
|
(28)
|
—
|
(28)
|
(30)
|
—
|
(30)
|
End of year
|
299
|
—
|
299
|
306
|
—
|
306
|
Proved developed reserves
|
||||||
Beginning of year
|
273
|
—
|
273
|
273
|
—
|
273
|
End of year
|
261
|
—
|
261
|
273
|
—
|
273
|
Proved undeveloped reserves
|
||||||
Beginning of year
|
33
|
—
|
33
|
23
|
—
|
23
|
End of year
|
38
|
—
|
38
|
33
|
—
|
33
|
Proved developed and undeveloped reserves of
associates and joint ventures (gas)
(billion cubic feet)
|
||||||
Beginning of year
|
12
|
—
|
12
|
18
|
—
|
18
|
Revisions of previous estimates
|
2
|
—
|
2
|
(2)
|
—
|
(2)
|
Improved recovery
|
2
|
—
|
2
|
—
|
—
|
—
|
Extensions and discoveries
|
—
|
—
|
—
|
—
|
—
|
—
|
Production
|
(3)
|
—
|
(3)
|
(4)
|
—
|
(4)
|
End of year
|
13
|
—
|
13
|
12
|
—
|
12
|
Proved developed reserves
|
||||||
Beginning of year
|
12
|
—
|
12
|
18
|
—
|
18
|
End of year
|
13
|
—
|
13
|
12
|
—
|
12
|
Proved undeveloped reserves
|
||||||
Beginning of year
|
—
|
—
|
—
|
—
|
—
|
—
|
End of year
|
—
|
—
|
—
|
—
|
—
|
—
|
Total of the Group and its equity method investments
|
||||||
Proved developed and undeveloped reserves
(oil) (million barrels)
|
||||||
Beginning of year
|
1,599
|
1,261
|
338
|
1,552
|
1,216
|
336
|
End of year
|
1,666
|
1,339
|
327
|
1,599
|
1,261
|
338
|
Proved developed and undeveloped reserves
(gas) (billion cubic feet)
|
||||||
Beginning of year
|
6,997
|
6,985
|
12
|
7,178
|
7,160
|
18
|
End of year
|
6,806
|
6,793
|
13
|
6,997
|
6,985
|
12
|
|
|
|
2018
|
|
|
2017
|
|
|
|
RMB million
|
|
|
RMB million
|
|
|
|
Other
|
|
|
Other
|
|
Total
|
China
|
countries
|
Total
|
China
|
countries
|
The Group
|
||||||
Future cash flows
|
868,058
|
854,563
|
13,495
|
639,336
|
628,187
|
11,149
|
Future production costs
|
(381,893)
|
(376,532)
|
(5,361)
|
(292,789)
|
(287,914)
|
(4,875)
|
Future development costs
|
(22,310)
|
(19,300)
|
(3,010)
|
(24,999)
|
(20,314)
|
(4,685)
|
Future income tax expenses
|
(42,728)
|
(40,651)
|
(2,077)
|
(1,374)
|
—
|
(1,374)
|
Undiscounted
future net cash flows
|
421,127
|
418,080
|
3,047
|
320,174
|
319,959
|
215
|
10% annual discount for estimated timing of cash flows
|
(126,910)
|
(126,617)
|
(293)
|
(97,082)
|
(97,115)
|
33
|
Standardised
measure of discounted future net cash flows
|
294,217
|
291,463
|
2,754
|
223,092
|
222,844
|
248
|
Discounted
future net cash flows attributable to non-controlling interests
|
1,239
|
—
|
1,239
|
112
|
—
|
112
|
Equity method investments
|
||||||
Future cash flows
|
48,778
|
—
|
48,778
|
43,587
|
—
|
43,587
|
Future production costs
|
(12,462)
|
—
|
(12,462)
|
(12,131)
|
—
|
(12,131)
|
Future development costs
|
(4,433)
|
—
|
(4,433)
|
(4,692)
|
—
|
(4,692)
|
Future income tax expenses
|
(5,632)
|
—
|
(5,632)
|
(4,406)
|
—
|
(4,406)
|
Undiscounted
future net cash flows
|
26,251
|
—
|
26,251
|
22,358
|
—
|
22,358
|
10% annual discount for estimated timing of cash flows
|
(13,012)
|
—
|
(13,012)
|
(9,803)
|
—
|
(9,803)
|
Standardised
measure of discounted future net cash flows
|
13,239
|
—
|
13,239
|
12,555
|
—
|
12,555
|
Total of the Group’s and its equity method investments’ results of standardised
measure of discounted future net cash flows
|
307,456
|
291,463
|
15,993
|
235,647
|
222,844
|
12,803
|
|
2018
|
2017
|
|
RMB million
|
RMB million
|
The Group
|
||
Sales and transfers of oil and gas produced, net of production costs
|
(88,802)
|
(62,054)
|
Net changes in prices and production costs
|
98,952
|
7,487
|
Net changes in estimated future development cost
|
(5,468)
|
(7,320)
|
Net changes due to extensions, discoveries and improved recoveries
|
41,385
|
29,799
|
Revisions of previous quantity estimates
|
22,040
|
20,608
|
Previously estimated development costs incurred during the year
|
9,507
|
5,747
|
Accretion of discount
|
22,405
|
20,909
|
Net changes in income taxes
|
(28,894)
|
(231)
|
Net changes for the year
|
71,125
|
14,945
|
Equity method investments
|
||
Sales and transfers of oil and gas produced, net of production costs
|
(3,001)
|
(1,704)
|
Net changes in prices and production costs
|
1,620
|
2,479
|
Net changes in estimated future development cost
|
(196)
|
(856)
|
Net changes due to extensions, discoveries and improved recoveries
|
341
|
1,205
|
Revisions of previous quantity estimates
|
818
|
688
|
Previously estimated development costs incurred during the year
|
272
|
206
|
Accretion of discount
|
1,196
|
967
|
Net changes in income taxes
|
(366)
|
(621)
|
Net changes for the year
|
684
|
2,364
|
Total of the Group’s and its equity method investments’ results of net changes for the year
|
71,809
|
17,309
|
Postcode
|
:
|
100728
|
|
Tel.
|
:
|
86-10-59960028
|
|
Fax
|
:
|
86-10-59960386
|
|
Website
|
:
|
http://www.sinopec.com/listco/
|
|
E-mail addresses
|
:
|
ir@sinopec.com
|
|
Stock name
|
:
|
SINOPEC CORP
|
|
Stock code
|
:
|
600028
|
|
Stock code
|
:
|
00386
|
|
Stock code
|
:
|
SNP
|
|
Stock code
|
:
|
SNP
|
|
Domestic Auditors
|
:
|
PricewaterhouseCoopers
|
|
|
|
Zhong Tian LLP
|
|
Address
|
:
|
11th Floor
|
|
|
|
PricewaterhouseCoopers,
|
|
|
|
2 Corporate Avenue,
|
|
|
|
202 Hu Bin Road,
|
|
|
|
Huangpu District,
|
|
|
|
Shanghai, PRC 200021
|
|
Overseas Auditors
|
:
|
PricewaterhouseCoopers
|
|
Address
|
:
|
22nd Floor,
|
|
|
|
Prince’s Building,
|
|
|
|
Central, Hong Kong
|
|
a) |
The original copies of the 2018 annual report signed by Mr. Dai Houliang, the Chairman;
|
b) |
The original copies of financial statements and consolidated financial statements as of 31 December 2018 prepared under IFRS and CASs, signed by Mr. Dai Houliang,
the Chairman, Mr. Wang Dehua, the Chief Financial Officer and head of the financial department of Sinopec Corp.;
|
c) |
The original auditors’ reports signed by the auditors; and
|
d) |
Copies of the documents and announcements that Sinopec Corp. has published in the newspapers designated by the CSRC during the reporting period.
|
1. |
Important Notice
|
1.1 |
The board of directors, the board of supervisors, directors, supervisors and senior management of China Petroleum & Chemical Corporation
(“Sinopec Corp.”) warrant that there are no false representations, misleading statements or material omissions in this announcement, and jointly and severally accept full responsibility for the authenticity, accuracy and completeness
of the information contained in this announcement.
|
1.2 |
The Annual Report has been approved unanimously at the 5th Meeting of the Seventh Session of the Board of Directors of Sinopec Corp. No Director
has any disagreement as to, or the inability to warrant, the authenticity, accuracy and completeness of the Annual Report.
|
1.3 |
The annual financial statements for the year ended 31 December 2018 (the “reporting period”) of Sinopec Corp. and its subsidiaries (together, the
“Company”) prepared in accordance with the China Accounting Standards for Business Enterprises (“CASs”) and International Financial Reporting Standards (“IFRS”) have been audited by Pricewaterhousecoopers Zhong Tian LLP and
Pricewaterhousecoopers respectively. Both firms have issued standard unqualified auditor’s reports.
|
1.4 |
Mr. Dai Houliang, Chairman of the Board of Directors, Mr. Ma Yongsheng, President, and Mr. Wang Dehua, Chief Financial Officer and Head of the
Financial Department warrant the authenticity and completeness of the financial statements contained in the Annual Report.
|
2. |
Basic Information about Sinopec Corp.
|
2.1 |
Basic information of Sinopec Corp.
|
Stock name
|
SINOPEC CORP
|
SINOPEC CORP
|
SINOPEC CORP
|
SINOPEC CORP
|
Stock code
|
00386
|
SNP
|
SNP
|
600028
|
Place of listing
|
Hong Kong
|
New York
|
London
|
Shanghai
|
Stock Exchange
|
Stock Exchange
|
Stock Exchange
|
Stock Exchange
|
2.2 |
Contacts of Sinopec Corp.
|
Secretary to the
|
Representative on
|
||||
Authorised representatives
|
Board of Directors
|
Securities Matters
|
|||
Name
|
Mr. Ma Yongsheng
|
Mr. Huang Wensheng
|
Mr. Huang Wensheng
|
Mr. Zheng Baomin
|
|
Address
|
22 Chaoyangmen North Street, Chaoyang District, Beijing, China
|
||||
Tel
|
86-10-5996 0028
|
86-10-5996 0028
|
86-10-5996 0028
|
86-10-5996 0028
|
|
Fax
|
86-10-5996 0386
|
86-10-5996 0386
|
86-10-5996 0386
|
86-10-5996 0386
|
|
E-mail
|
ir@sinopec.com
|
3 |
Principal Financial Data and Indicators
|
3.1 |
Principal Financial Data and Indicators Prepared in Accordance with China Accounting Standards for Business Enterprises (“CASs”)
for the year ended 31 December 2018 of the Company
|
As at
31 December
2018
|
As at
31 December
2017
|
Changes from
the end of the
last year
|
As at
1 January
2017
|
|||||||||||||
Items
|
RMB million
|
RMB million
|
%
|
RMB million
|
||||||||||||
Total assets
|
1,592,308
|
1,595,504
|
(0.2
|
)
|
1,498,609
|
|||||||||||
Total equity attributable to
shareholders of the Company
|
718,355
|
727,244
|
(1.2
|
)
|
712,232
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
Changes over
the same period
of preceding year
|
2016
|
|||||||||||||
Items
|
RMB million
|
RMB million
|
%
|
RMB million
|
||||||||||||
Net cash flow from operating activities
|
175,868
|
190,935
|
(7.9
|
)
|
214,543
|
|||||||||||
Operating income
|
2,891,179
|
2,360,193
|
22.5
|
1,930,911
|
||||||||||||
Net profit attributable to
shareholders of the Company
|
63,089
|
51,119
|
23.4
|
46,416
|
||||||||||||
Net profit attributable to
shareholders of the Company
excluding extraordinary
gains and loss
|
59,630
|
45,582
|
30.8
|
29,713
|
||||||||||||
Weighted average return on
net assets (%)
|
8.67
|
7.14
|
1.53 percentage
points
|
6.68
|
||||||||||||
Basic earnings per share (RMB)
|
0.521
|
0.422
|
23.4
|
0.383
|
||||||||||||
Diluted earnings per share (RMB)
|
0.521
|
0.422
|
23.4
|
0.383
|
3.2 |
Principal Financial Data and Indicators Prepared in Accordance with International Financial Reporting Standards (“IFRS”) for the
year ended 31 December 2018 of the Company
|
Year ended 31 December
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
Items
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|||||||||||||||
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
1,930,911
|
2,020,375
|
2,827,566
|
|||||||||||||||
Operating profit
|
82,264
|
71,470
|
77,193
|
56,822
|
73,439
|
|||||||||||||||
Profit before taxation
|
99,110
|
86,697
|
80,151
|
56,411
|
65,818
|
|||||||||||||||
Net profit attributable to shareholders
of the Company
|
61,618
|
51,244
|
46,672
|
32,512
|
46,639
|
|||||||||||||||
Basic earnings per share (RMB)
|
0.509
|
0.423
|
0.385
|
0.269
|
0.399
|
|||||||||||||||
Diluted earnings per share (RMB)
|
0.509
|
0.423
|
0.385
|
0.269
|
0.399
|
|||||||||||||||
Return on capital employed (%)
|
9.25
|
8.26
|
7.30
|
5.23
|
6.06
|
|||||||||||||||
Return on net assets (%)
|
8.59
|
7.06
|
6.56
|
4.81
|
7.84
|
|||||||||||||||
Net cash generated from operating
activities per share (RMB)
|
1.453
|
1.577
|
1.772
|
1.371
|
1.267
|
As at 31 December
|
||||||||||||||||||||
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||||||||
Items
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
|||||||||||||||
Non-current assets
|
1,088,188
|
1,066,455
|
1,086,348
|
1,113,611
|
1,094,035
|
|||||||||||||||
Net current liabilities
|
60,978
|
50,397
|
73,282
|
129,175
|
242,892
|
|||||||||||||||
Non-current liabilities
|
170,675
|
163,168
|
181,831
|
196,275
|
201,540
|
|||||||||||||||
Non-controlling interests
|
139,251
|
126,770
|
120,241
|
111,964
|
54,348
|
|||||||||||||||
Total equity attributable to
shareholders of the Company
|
717,284
|
726,120
|
710,994
|
676,197
|
595,255
|
|||||||||||||||
Net assets per share (RMB)
|
5.924
|
5.997
|
5.873
|
5.585
|
5.033
|
|||||||||||||||
Adjusted net assets per share (RMB)
|
5.741
|
5.868
|
5.808
|
5.517
|
4.969
|
4. |
Changes in Share Capital and Shareholdings of the Principal Shareholders
|
4.1 |
Changes in the share capital
|
4.2 |
Number of shareholders and their shareholdings
|
(1) |
Shareholdings of top ten shareholders
|
Name of shareholders
|
Nature of
Shareholders
|
Percentage of
shareholdings %
|
Total number of
shares held
|
Changes of
shareholding1
|
Number of
shares subject to
pledges or
lock-up
|
||||||||||||
China Petrochemical Corporation
|
State-owned Share
|
68.31
|
82,709,227,393
|
(3,083,443,708
|
)
|
0
|
|||||||||||
HKSCC Nominees Limited2
|
H Share
|
20.97
|
25,390,660,438
|
10,853,566
|
Unknown
|
||||||||||||
中國證券金融股份有限公司
|
A Share
|
2.16
|
2,609,312,057
|
(722,418,086
|
)
|
0
|
|||||||||||
國新投資有限公司
|
A Share
|
1.04
|
1,253,177,754
|
1,253,177,754
|
0
|
||||||||||||
香港中央結算有限公司
|
A Share
|
0.84
|
1,021,782,160
|
620,799,215
|
0
|
||||||||||||
北京誠通金控投資有限公司
|
A Share
|
0.78
|
947,604,254
|
947,604,254
|
0
|
||||||||||||
招商銀行股份有限公司-
博時中證央企結構調整交易型
|
|||||||||||||||||
開放式指數證券投資基金3
|
A Share
|
0.33
|
397,446,193
|
397,446,193
|
0
|
||||||||||||
中央匯金資產管理有限責任公司
|
A Share
|
0.27
|
322,037,900
|
0
|
0
|
||||||||||||
中國人壽保險股份有限公司-分紅-
個人分紅-005L-FH002滬
|
A Share
|
0.15
|
181,957,660
|
128,785,037
|
0
|
||||||||||||
中國農業銀行股份有限公司-
華夏中證央企結構調整交易型
|
|||||||||||||||||
開放式指數證券投資基金3
|
A Share
|
0.13
|
154,958,200
|
154,958,200
|
0
|
Note 1: |
As compared with the number of shares held as of 31 December 2017.
|
Note 2: |
Sinopec Century Bright Capital Investment Limited, an overseas wholly-owned subsidiary of China Petrochemical Corporation, held 553,150,000 H
shares, accounting for 0.46% of the total issued share capital of Sinopec Crop. Those shareholdings are included in the total number of the shares held by HKSCC Nominees Limited.
|
Note 3: |
China Petrochemical Corporation subscribed for the shares of 博時中證央企結構調整交易型開
放式指數證券投資基金 and 華夏中證央企結構調整交易型開放式指數證券投資基金 with 600 million A shares of Sinopec Corp. in October 2018.
|
(2) |
Information disclosed by the shareholders of H shares in accordance with the Securities and Futures Ordinance (SFO) as of 31
December 2018
|
Name of shareholders
|
Status of shareholders
|
Number of
shares interested
|
% of Sinopec
Corp.’s issued
voting shares
(H Share)
|
||||
BlackRock, Inc.
|
Interest of corporation controlled by
|
2,320,644,807(L)
|
9.10(L)
|
||||
the substantial shareholder
|
1,244,000(S)
|
0.00(S)
|
|||||
Citigroup Inc.
|
Person having a security interest in shares
Interest of corporation controlled
|
618,800(L)
152,698,359(L)
|
0.00(L)
0.60(L)
|
||||
by the substantial shareholder
|
101,037,238(S)
|
0.40(S)
|
|||||
Approved lending agent
|
1,736,184,160(L)
|
6.80(L)
|
|||||
JPMorgan Chase & Co.
|
Beneficial owner
|
478,700,855(L)
|
1.88(L)
|
||||
157,452,151(S)
|
0.62(S)
|
||||||
Investment manager
|
103,077,862(L)
|
0.40(L)
|
|||||
Trustee (exclusive of passive trustee)
|
1,006,400(L)
|
0.00(L)
|
|||||
Approved lending agent
|
956,876,795(L)
|
3.75(L)
|
|||||
Schroders Plc.
|
Investment manager
|
1,516,334,573(L)
|
5.94(L)
|
4.3 |
Changes in the controlling shareholder and the de facto controller
|
*: |
Inclusive of 553,150,000 H shares held by Sinopec Century Bright Capital Investment Ltd. (overseas wholly-owned subsidiary of China Petrochemical
Corporation) through HKSCC Nominees Limited.
|
5. |
Business Review and Prospects
|
5.1 |
Market Review
|
(1) |
Crude Oil & Natural Gas Market
In 2018, international crude oil prices fluctuated upward in the first three quarters, but slided rapidly in the fourth quarter. The spot price of Platt’s Brent for the year averaged USD 71.03 per barrel, up by 31.1%. Along with the changes in China’s energy mix, domestic demand for natural gas remained strong. Domestic apparent consumption of natural gas reached 280.3 billion cubic meters, up by 18.1% year on year. |
(2) |
Refined Oil Products Market
In 2018, domestic demand for refined oil products maintained its growth while market supply was in surplus, which led to intense competition. According to statistics released by the NDRC, the apparent consumption of refined oil products (including gasoline, diesel and kerosene) was 325 million tonnes, up by 6.0% from the previous year, with gasoline up by 7.8%, kerosene up by 8.4% and diesel up by 4.1%. Prices for domestic refined oil products were adjusted timely with the international oil prices. There were 24 price adjustments throughout the year with 13 increases and 11 decreases. |
(3) |
Chemical Products Market
Domestic demand for chemicals kept strong momentum in 2018. Based on our statistics, domestic consumption of ethylene equivalent was up by 9.2% from the previous year, and the apparent consumption of synthetic resin, synthetic fibre and synthetic rubber rose by 7.7%, 7.6% and 0.6%, respectively. Domestic chemical product prices followed the same trend with international chemical product prices. |
5.2 |
Production & Operations Review
|
(1) |
Exploration and Production
In 2018, we pressed ahead with high-efficiency exploration and profit-oriented development. Measures were taken to accelerate the formation of an integrated value chain of natural gas business including production, supply, storage and marketing and continuously reduce cost and expenditure on all fronts. Tangible results were achieved in maintaining oil production, increasing gas output and reducing cost. We reinforced preliminary exploration in new areas and strengthened integrated detailed evaluation in mature fields, which led to new discoveries in Tarim, Yin’e and Sichuan basins. The Company’s newly added proved reserves in China reached 458.2 million barrels of oil equivalent, with crude oil reserve replacement ratio at 131.7%. In crude oil development, we made a full-fledged push to build profitable production capacity, deepen the structural adjustment of mature fields, reduce natural decline rate and ensure steady production. In natural gas development, we constantly pushed forward capacity building in Hangjinqi of Neimongol, the eastern slope of west Sichuan Depression and Weirong shale gas fields. We optimised production and distribution and promoted a coordinated growth along the value chain. The Company’s production of oil and gas reached 451.46 million barrels of oil equivalent, with domestic crude production registering 248.93 million barrels and natural gas production totaling 977.32 billion cubic feet, up by 7.1%. |
2018
|
2017
|
2016
|
Change from
2017 to 2018(%)
|
|||||||||||||
Oil and gas production (mmboe)
|
451.46
|
448.79
|
431.29
|
0.6
|
||||||||||||
Crude oil production (mmbbls)
|
288.51
|
293.66
|
303.51
|
(1.8
|
)
|
|||||||||||
China
|
248.93
|
248.88
|
253.15
|
0.02
|
||||||||||||
Overseas
|
39.58
|
44.78
|
50.36
|
(11.6
|
)
|
|||||||||||
Natural gas production (bcf)
|
977.32
|
912.50
|
766.12
|
7.1
|
(2) |
Refining
In 2018, with market-oriented approach, we optimised product mix to produce more gasoline, jet fuel and chemical feedstock, production of high value-added products further increased, and diesel-to-gasoline ratio declined to 1.06. We proactively promoted structural adjustment and quality upgrading projects, the GB VI standard upgrading is completed successfully. We moderately increased the export of oil products to keep a relatively high utilisation rate. Optimisation of resources allocation were carried out to reduce crude oil cost. In 2018, the Company processed 244 million tonnes of crude oil, up by 2.3% and produced 155 million tonnes of refined oil products, up by 2.7%, with gasoline up by 7.2% and kerosene up by 7.6% year on year. |
Change from
|
||||||||||||||||
2018
|
2017
|
2016
|
2017 to 2018 (%)
|
|||||||||||||
Refinery throughput
|
244.01
|
238.50
|
235.53
|
2.3
|
||||||||||||
Gasoline, diesel and kerosene production
|
154.79
|
150.67
|
149.17
|
2.7
|
||||||||||||
Gasoline
|
61.16
|
57.03
|
56.36
|
7.2
|
||||||||||||
Diesel
|
64.72
|
66.76
|
67.34
|
(3.1
|
)
|
|||||||||||
Kerosene
|
28.91
|
26.88
|
25.47
|
7.6
|
||||||||||||
Light chemical feedstock production
|
38.52
|
38.60
|
38.54
|
(0.2
|
)
|
|||||||||||
Light product yield (%)
|
76.00
|
75.85
|
76.33
|
0.15 percentage
points
|
||||||||||||
Refinery yield (%)
|
94.93
|
94.88
|
94.70
|
0.05 percentage
points
|
(3) |
Marketing and Distribution
In 2018, confronted with fierce market competition, the Company aimed to achieve a balance between sales volume and profits. We brought our advantages of integrated business and distribution network into full play, and increased marketing efforts, thus, achieved sustained growth in both total domestic sales volume and retail scale. We adopted a flexible and targeted marketing strategy and upgraded our distribution network to further strengthen our existing advantages. We proactively promoted vehicle natural gas business and accelerated the construction and operation of CNG stations. Total sales volume of refined oil products for the year was 198 million tonnes, of which domestic sales volume accounted for 180 million tonnes. Meanwhile, we strengthened development and marketing of self-owned brands to speed up the growth of non-fuel business. |
Change from
|
||||||||||||||||
2018
|
2017
|
2016
|
2017 to 2018 (%)
|
|||||||||||||
Total sales volume of oil products
(million tonnes)
|
198.32
|
198.75
|
194.84
|
(0.2
|
)
|
|||||||||||
Total domestic sales volume of
oil products (million tonnes)
|
180.24
|
177.76
|
172.70
|
1.4
|
||||||||||||
Retail sales (million tonnes)
|
121.64
|
121.56
|
120.14
|
0.1
|
||||||||||||
Direct sales and distribution
(million tonnes).
|
58.61
|
56.20
|
52.56
|
4.3
|
||||||||||||
Annual average throughput per station
(tonne/station)
|
3,979
|
3,969
|
3,926
|
0.3
|
31 December
2018
|
31 December
2017
|
31 December
2016
|
Change from
the end of the
previous year to
the end of the
reporting period
(%)
|
|||||||||||||
Total number of service stations
under the Sinopec brand
|
30,661
|
30,633
|
30,603
|
0.1
|
||||||||||||
Number of company-operated stations
|
30,655
|
30,627
|
30,597
|
0.1
|
(4) |
Chemicals
In 2018, the Company sticked to the development philosophy of “basic plus high-end” to enhance effective supply. We persistently fine-tuned chemical feedstock mix to lower cost. We optimised products slate and increased high-end products output. The ratio of new and specialty products in synthetic resin reached 64.3%, the ratio of high-value-added products in synthetic rubber amounted to 26.3%, and our differential ratio of synthetic fibre reached 90.4%. By optimising utilisation rate and production plan based on market demand, we improved the operation of chemical units. To reinforce the capacity structural adjustment, we actively promoted several key projects. Annual ethylene production was 11.51 million tonnes. The Company also intensified its efforts to enhance the efficiency of the integration among production, marketing, R&D, and application as well as promoted targeted marketing and servicing to further expand our business, with total chemical sales volume increased by 10.3% to 86.6 million tonnes, hitting a record high. |
Change from
|
||||||||||||||||
2018
|
2017
|
2016
|
2017 to 2018 (%)
|
|||||||||||||
Ethylene
|
11,512
|
11,610
|
11,059
|
(0.8
|
)
|
|||||||||||
Synthetic resin
|
15,923
|
15,938
|
15,201
|
(0.1
|
)
|
|||||||||||
Synthetic rubber
|
896
|
848
|
857
|
5.7
|
||||||||||||
Synthetic fiber monomer and polymer
|
9,343
|
9,439
|
9,275
|
(1.0
|
)
|
|||||||||||
Synthetic fiber
|
1,218
|
1,220
|
1,242
|
(0.2
|
)
|
(5) |
Research and Development
In 2018, with the emphasis on reinforcing innovation-driven strategy, the Company accomplished notable results in R&D, deepened reform of R&D mechanism and pushed ahead with efforts in key and frontier technologies. In upstream segment, further advancement in evaluation technology of buried hill bedrock and deep carbonate reservoir and fracturing technology of deep shale gas field brought the breakthroughs in the exploration of Guaizihu Depression in Yin’e Basin and new series of strata in Maokou Formation in Yuanba area as well as the discovery of Weirong deep shale gas field. The pilot test of 185℃ high temperature measurement while drilling was successfully conducted in the ultra-deep well in Shunbei. In refining, we realised the industrialisation of technologies including new sulfuric acid alkylation and hydro-isomerisation dewaxing for producing high grade base oil. In chemicals, the industrial demonstration unit of HPPO achieved stable operation and new products like PE film turned into commercial production. In addition, SOR, the framework type code of a novel structured zeolite synthesized by us, has been approved by the Structure Commission of International Zeolite Association, making us the first Chinese company to achieve a breakthrough in this area. In 2018, the Company had 6,074 patent applications at home and abroad, among which 4,434 were granted. The Company also won one second prize of National Technology Invention and three second prizes of National Sci-tech Progress, four silver and four excellent prizes of National Patent Awards. |
(6) |
Health, Safety, Security and Environment
In 2018, the Company constantly promoted the HSSE management. We implemented the concept of “Comprehensive Health” by integrating the management of occupational, physical and mental health of our employees. The Company took stringent measures to control risks and supervise the safety and operations of contractors. We also strengthened safety measures at all levels, removing potential hazards and enhancing our emergency response capability, all acheived sound and reliable production and operation. Public security management capability was strengthened with improvement in risk evaluation, monitoring and early warning and emergency response mechanism. The green and low-carbon growth strategy was further carried out by promoting clean energy and green development, such as steadily pushing forward our Green Enterprise Campaign and Efficiency Doubling Plan. We accomplished all emission reduction targets by pursuing clean production and preventing pollutions. For more detailed information, please refer to “Communication on Progress for Sustainable Development 2018 of Sinopec Crop”. |
(7) |
Capital Expenditures
In 2018, focusing on quality and profitability of investment, the Company continuously optimised its capital projects, with total capital expenditures of RMB 118 billion. Capital expenditure for the exploration and production segment was RMB 42.2 billion, mainly for Fuling and Weirong shale gas development projects, Hangjinqi natural gas development project, Shengli and Northwest crude oil development projects, phase I of Xinjiang gas pipeline, phase I of Erdos-Anping-Cangzhou gas pipeline, Wen 23 and Jintan gas storages, as well as overseas projects. Capital expenditure for the refining segment was RMB 27.9 billion, mainly for Zhongke Refining and Petrochemical project, Zhenhai, Tianjin, Maoming and Luoyang refineries, the gasoline and diesel GB VI quality upgrading projects and the construction of Rizhao-Puyang-Luoyang crude pipeline. Capital expenditure for the marketing and distribution segment was RMB 21.4 billion, mainly for construction of oil products depots, pipelines, service stations, non-fuel business and the renovation of underground oil tanks to remove potential safety hazards. Capital expenditure for the chemicals segment was RMB 19.6 billion, mainly for ethylene projects in Zhongke, Zhenhai and Gulei, Phase II of Hainan high-efficiency and environmentally-friendly aromatics project, Sinopec-SABIC Polycarbonate project and Zhongan coal chemical project. Capital expenditure for corporate and others was RMB 6.9 billion, mainly for setting up the joint-venture of Sinopec Capital Company with Sinopec Group, R&D facilities and information technology projects. |
5.3 |
Business Prospects
|
(1) |
Market Outlook
Looking ahead to 2019, the international economy is expected to show a slower growth rate in the midst of a complex and uncertain global political and economic environment. Meanwhile, continued growth of China’s economy will further drive up domestic demand for high-end refined oil products and petrochemicals. As the adjustment of China’s energy mix deepens, demand for natural gas will continue to grow at a rapid pace. Considering uncertainties of supply capacity of major oil producing countries, global oil demand and geopolitical issues, etc., the international oil price is expected to fluctuate within a wide range. |
(2) |
Operations
In 2019, adhering to the general principle of seeking progress while maintaining stability, the new development philosophy and the operating guidelines of “specialised development, market-based operation, internationalisation and overall coordination”. The following activities will be prioritized during the year. |
6. |
Management Discussion and Analysis
The following discussion and analysis should be read in conjunction with the Company’s audited financial statements in this announcement and the Annual Report and the accompanying notes. Parts of the following concerned financial data were abstracted from the company’s audited financial statements that have been prepared according to the IFRS, unless otherwise stated. The prices in the following discussion do not include value-added tax. |
6.1 |
Consolidated Results of Operations
In 2018, the Company’s turnover and other operating revenues was RMB 2,891.2 billion, increased by 22.5% compared with that of 2017. The operating profit was RMB 82.3 billion, representing a year on year increase of 15.1%. The following table sets forth the main revenue and expenses from the Company’s consolidated financial statements:
|
Year ended 31 December
|
||||||||||||
2018
|
2017
|
Change (%)
|
||||||||||
RMB million
|
RMB million
|
|||||||||||
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
22.5
|
|||||||||
Turnover
|
2,825,613
|
2,300,470
|
22.8
|
|||||||||
Other operating revenues
|
65,566
|
59,723
|
9.8
|
|||||||||
Operating expenses
|
(2,808,915
|
)
|
(2,288,723
|
)
|
22.7
|
|||||||
Purchased crude oil, product and
operating supplies and expenses
|
(2,292,983
|
)
|
(1,770,651
|
)
|
29.5
|
|||||||
Selling, general and administrative expenses
|
(65,642
|
)
|
(64,973
|
)
|
1.0
|
|||||||
Depreciation, depletion and amortisation
|
(109,967
|
)
|
(115,310
|
)
|
(4.6
|
)
|
||||||
Exploration expenses, including dry holes
|
(10,744
|
)
|
(11,089
|
)
|
(3.1
|
)
|
||||||
Personnel expenses
|
(77,721
|
)
|
(74,854
|
)
|
3.8
|
|||||||
Taxes other than income tax
|
(246,498
|
)
|
(235,292
|
)
|
4.8
|
|||||||
Other operating expense, net
|
(5,360
|
)
|
(16,554
|
)
|
(67.6
|
)
|
||||||
Operating profit
|
82,264
|
71,470
|
15.1
|
|||||||||
Net finance costs
|
1,001
|
(1,560
|
)
|
(164.2
|
)
|
|||||||
Investment income and share of profits less
losses from associates and joint ventures
|
15,845
|
16,787
|
(5.6
|
)
|
||||||||
Profit before taxation
|
99,110
|
86,697
|
14.3
|
|||||||||
Income tax expense
|
(20,213
|
)
|
(16,279
|
)
|
24.2
|
|||||||
Profit for the year
|
78,897
|
70,418
|
12.0
|
|||||||||
Attributable to:
|
||||||||||||
Shareholders of the Company
|
61,618
|
51,244
|
20.2
|
|||||||||
Non-controlling interests
|
17,279
|
19,174
|
(9.9
|
)
|
(1) |
Turnover and other operating revenues
|
Sales volume (thousand tonnes)
|
Average realised price
(RMB/tonne, RMB/thousand cubic meters)
|
|||||||||||||||||||||||
Year ended 31 December
|
Year ended 31 December
|
|||||||||||||||||||||||
2018
|
2017
|
Change (%)
|
2018
|
2017
|
Change (%)
|
|||||||||||||||||||
Crude oil
|
6,595
|
6,567
|
0.4
|
3,100
|
2,390
|
29.7
|
||||||||||||||||||
Natural gas (million cubic meters)
|
24,197
|
22,529
|
7.4
|
1,400
|
1,290
|
8.5
|
||||||||||||||||||
Gasoline
|
88,057
|
83,933
|
4.9
|
7,870
|
6,941
|
13.4
|
||||||||||||||||||
Diesel
|
84,630
|
88,848
|
(4.7
|
)
|
5,996
|
5,038
|
19.0
|
|||||||||||||||||
Kerosene
|
25,787
|
25,557
|
0.9
|
4,562
|
3,531
|
29.2
|
||||||||||||||||||
Basic chemical feedstock
|
40,520
|
35,964
|
12.7
|
5,488
|
4,855
|
13.0
|
||||||||||||||||||
Monomer and polymer for synthetic fibre
|
11,127
|
10,267
|
8.4
|
6,971
|
6,038
|
15.5
|
||||||||||||||||||
Synthetic resin
|
14,433
|
13,199
|
9.3
|
8,634
|
8,155
|
5.9
|
||||||||||||||||||
Synthetic fibre
|
1,314
|
1,304
|
0.8
|
9,712
|
8,556
|
13.5
|
||||||||||||||||||
Synthetic rubber
|
1,114
|
1,128
|
(1.2
|
)
|
10,619
|
11,913
|
(10.9
|
)
|
||||||||||||||||
Chemical fertiliser
|
794
|
698
|
13.8
|
2,096
|
2,010
|
4.3
|
(2) |
Operating expenses
|
(3) |
Operating profit was RMB 82.3 billion,
representing an increase of 15.1% compared with 2017. Loss from upstream business greatly reduced and downstream business achieved good profit under the fierce market competition, as the Company persistently centralised on
value-oriented operation, focused on improving asset quality, increasing asset efficiency, and upgrading asset structure.
|
(4) |
Profit before taxation was RMB 99.1 billion,
representing an increase of 14.3% compared with 2017.
|
(5) |
Income tax expense was RMB 20.2 billion,
representing an increase of 24.2% year on year, mainly due to the increase in profit and the decrease in exempt investment income.
|
(6) |
Profit attributable to non-controlling interests was
RMB 17.3 billion, representing an decrease of RMB 1.9 billion compared with 2017.
|
(7) |
Profit attributable to shareholders of the Company was
RMB 61.6 billion, representing an increase of 20.2% year on year.
|
6.2 |
Assets, Liabilities, Equity and Cash Flows
|
As at
31 December
2018
|
As at
31 December
2017
|
Change
|
||||||||||
Total assets
|
1,592,308
|
1,595,504
|
(3,196
|
)
|
||||||||
Current assets
|
504,120
|
529,049
|
(24,929
|
)
|
||||||||
Non-current assets
|
1,088,188
|
1,066,455
|
21,733
|
|||||||||
Total liabilities
|
735,773
|
742,614
|
(6,841
|
)
|
||||||||
Current liabilities
|
565,098
|
579,446
|
(14,348
|
)
|
||||||||
Non-current liabilities
|
170,675
|
163,168
|
7,507
|
|||||||||
Total equity attributable to shareholders
of the Company
|
717,284
|
726,120
|
(8,836
|
)
|
||||||||
Share capital
|
121,071
|
121,071
|
—
|
|||||||||
Reserves
|
596,213
|
605,049
|
(8,836
|
)
|
||||||||
Non-controlling interests
|
139,251
|
126,770
|
12,481
|
|||||||||
Total equity
|
856,535
|
852,890
|
3,645
|
(2) |
Cash Flow
|
Major items of cash flows
|
Year ended 31 December
|
|
2018
|
2017
|
|
Net cash generated from operating activities
|
175,868
|
190,935
|
Net cash used in investing activities
|
(66,422)
|
(145,323)
|
Net cash used in financing activities
|
(111,260)
|
(56,509)
|
(3) |
Contingent Liabilities
|
(4) |
Capital Expenditures
|
(5) |
Research & development and environmental expenditures
|
(6) |
Measurement of fair values of derivatives and relevant system
|
Items
|
End of
last year
|
Beginning
of the year
|
End of
the year
|
Profits and
losses from
variation of fair
values in the
current year
|
Accumulated
variation of fair
values recorded
as equity
|
Impairment
loss provision
of the
current year
|
Funding
source
|
|||||||||||||||||||||
Financial assets at fair value through profit
or loss of the reporting period
|
51,196
|
51,196
|
25,732
|
885
|
—
|
—
|
Self-owned fund
|
|||||||||||||||||||||
Structured Deposit
|
51,196
|
51,196
|
25,550
|
880
|
—
|
—
|
—
|
|||||||||||||||||||||
Stock
|
—
|
—
|
182
|
5
|
—
|
—
|
—
|
|||||||||||||||||||||
Available for sale financial assets
|
178
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Stock
|
178
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Derivative financial instruments
|
(522
|
)
|
(522
|
)
|
1,584
|
191
|
—
|
—
|
Self-owned fund
|
|||||||||||||||||||
Cash flow hedges
|
(1,617
|
)
|
(1,617
|
)
|
(7,268
|
)
|
(1,978
|
)
|
(12,500
|
)
|
—
|
Self-owned fund
|
||||||||||||||||
Other equity instruments investment
|
—
|
1,676
|
1,450
|
—
|
(53
|
)
|
—
|
Self-owned fund
|
||||||||||||||||||||
Total
|
49,235
|
50,733
|
21,498
|
(902
|
)
|
(12,553
|
)
|
—
|
—
|
6.3 |
Analysis of financial statements prepared under CASs
|
(1) |
Under CASs, the operating income and operating profit or loss by reportable segments were as follows:
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Operating income
|
||||||||
Exploration and Production Segment
|
200,191
|
157,505
|
||||||
Refining Segment
|
1,263,407
|
1,011,853
|
||||||
Marketing and Distribution Segment
|
1,446,637
|
1,224,197
|
||||||
Chemicals Segment
|
546,733
|
437,743
|
||||||
Corporate and Others
|
1,368,583
|
974,850
|
||||||
Elimination of inter-segment sales
|
(1,934,372
|
)
|
(1,445,955
|
)
|
||||
Consolidated operating income
|
2,891,179
|
2,360,193
|
||||||
Operating (loss)/profit
|
||||||||
Exploration and Production Segment
|
(11,557
|
)
|
(47,399
|
)
|
||||
Refining Segment
|
53,703
|
64,047
|
||||||
Marketing and Distribution Segment
|
24,106
|
32,011
|
||||||
Chemicals Segment
|
25,970
|
22,796
|
||||||
Corporate and Others
|
(8,151
|
)
|
(3,160
|
)
|
||||
Elimination of inter-segment sales
|
(3,634
|
)
|
(1,655
|
)
|
||||
Financial expenses, investment income, gains/
(losses) from changes in fair value,
asset disposal expense and other income
|
21,037
|
20,325
|
||||||
Consolidated operating profit
|
101,474
|
86,965
|
||||||
Net profit attributable to equity shareholders
of the Company
|
63,089
|
51,119
|
(2) |
Financial data prepared under CASs
|
As of 31
|
As of 31
|
|||||||||||
December 2018
|
December 2017
|
Change
|
||||||||||
RMB million
|
RMB million
|
|||||||||||
Total assets
|
1,592,308
|
1,595,504
|
(3,196
|
)
|
||||||||
Non-current liabilities
|
169,551
|
161,988
|
7,563
|
|||||||||
Shareholders’ equity
|
857,659
|
854,070
|
3,589
|
(3) |
The results of the principal operations by segments
|
Segments
|
Operation
income
RMB million
|
Operation cost
RMB million
|
Gross profit
margin* (%)
|
Increase/
(decrease) of
operation
income on
a year-on-year
basis (%)
|
Increase/
(decrease) of
operation cost
on a year-on-
year basis (%)
|
Increase/
(decrease) of
gross profit
margin on a
year-on-year
basis (%)
|
||||||||||||||||||
Exploration and Production
|
200,191
|
165,444
|
11.6
|
27.1
|
7.3
|
15.1
|
||||||||||||||||||
Refining
|
1,263,407
|
952,577
|
6.4
|
24.9
|
35.4
|
(2.2
|
)
|
|||||||||||||||||
Marketing and Distribution
|
1,446,637
|
1,355,391
|
6.1
|
18.2
|
20.2
|
(1.5
|
)
|
|||||||||||||||||
Chemicals
|
546,733
|
492,991
|
9.4
|
24.9
|
27.7
|
(1.7
|
)
|
|||||||||||||||||
Corporate and Others
|
1,368,583
|
1,365,348
|
0.2
|
40.4
|
41.7
|
(1.0
|
)
|
|||||||||||||||||
Elimination of inter-segment sales
|
(1,934,372
|
)
|
(1,930,738
|
)
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||
Total
|
2,891,179
|
2,401,013
|
8.4
|
22.5
|
27.0
|
(1.5
|
)
|
|||||||||||||||||
*: |
Gross profit margin = (operation income – operation cost, tax and surcharges)/operation income.
|
7. |
Report of the Board of Directors
|
7.1 |
Proposals for dividend distribution
|
7.2 |
Core competitiveness analysis
|
7.3 |
Major suppliers and customers
|
8 |
Financial statements
|
8.1 |
Auditors’ opinion
|
Financial statements
|
□Unaudited
|
√ Audited
|
Auditors’ opinion
|
√ Standard unqualified opinion
|
□Not standard opinion
|
8.2 |
Financial Statements
|
8.2.1 |
Financial statements prepared in accordance with the Accounting Standards for Business Enterprises
|
Items
|
At 31 December 2018
|
At 31 December 2017
|
At 1 January 2017
|
|||||||||||||||||||||
Assets
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||||||||
Current assets
|
||||||||||||||||||||||||
Cash at bank and on hand
|
167,015
|
82,879
|
165,004
|
92,545
|
142,497
|
98,250
|
||||||||||||||||||
Financial Assets held
for trading
|
25,732
|
22,500
|
51,196
|
48,179
|
—
|
—
|
||||||||||||||||||
Derivative financial assets
|
7,887
|
—
|
526
|
—
|
762
|
—
|
||||||||||||||||||
Bills receivable and
accounts receivable
|
64,879
|
30,145
|
84,701
|
37,766
|
63,486
|
38,803
|
||||||||||||||||||
Prepayments
|
5,937
|
2,488
|
4,901
|
4,429
|
3,749
|
3,454
|
||||||||||||||||||
Other receivables
|
25,312
|
57,432
|
15,941
|
63,820
|
24,834
|
45,643
|
||||||||||||||||||
Inventories
|
184,584
|
45,825
|
186,693
|
44,933
|
156,511
|
46,942
|
||||||||||||||||||
Other current assets
|
22,774
|
15,835
|
20,087
|
27,189
|
20,422
|
32,743
|
||||||||||||||||||
Total current assets
|
504,120
|
257,104
|
529,049
|
318,861
|
412,261
|
265,835
|
||||||||||||||||||
Non-current assets
|
||||||||||||||||||||||||
Available-for-sale
financial assets
|
—
|
—
|
1,676
|
395
|
11,408
|
297
|
||||||||||||||||||
Long-term equity
investments
|
145,721
|
289,207
|
131,087
|
275,557
|
116,812
|
268,451
|
||||||||||||||||||
Other equity instrument
investments
|
1,450
|
395
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Fixed assets
|
617,812
|
302,082
|
650,920
|
329,814
|
690,594
|
373,020
|
||||||||||||||||||
Construction in progress
|
136,963
|
51,598
|
118,645
|
50,046
|
129,581
|
49,277
|
||||||||||||||||||
Intangible assets
|
103,855
|
8,571
|
97,126
|
8,340
|
85,023
|
7,913
|
||||||||||||||||||
Goodwill
|
8,676
|
—
|
8,634
|
—
|
6,353
|
—
|
||||||||||||||||||
Long-term deferred
expenses
|
15,659
|
2,480
|
14,720
|
1,958
|
13,537
|
1,980
|
||||||||||||||||||
Deferred tax assets
|
21,694
|
11,021
|
15,131
|
6,834
|
7,214
|
—
|
||||||||||||||||||
Other non-current assets
|
36,358
|
9,145
|
28,516
|
10,690
|
25,826
|
10,952
|
||||||||||||||||||
Total non-current assets
|
1,088,188
|
674,499
|
1,066,455
|
683,634
|
1,086,348
|
711,890
|
||||||||||||||||||
Total assets
|
1,592,308
|
931,603
|
1,595,504
|
1,002,495
|
1,498,609
|
977,725
|
At 31 December 2018
|
At 31 December 2017
|
At 1 January 2017
|
||||||||||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||||||||
Liabilities and shareholders’ equity
|
||||||||||||||||||||||||
Current liabilities
|
||||||||||||||||||||||||
Short-term loans
|
44,692
|
3,961
|
54,701
|
17,330
|
30,374
|
9,256
|
||||||||||||||||||
Derivative financial liabilties
|
13,571
|
967
|
2,665
|
—
|
4,472
|
—
|
||||||||||||||||||
Bills payable and accounts payable
|
192,757
|
84,418
|
206,535
|
86,604
|
180,129
|
78,548
|
||||||||||||||||||
Advances from customers
|
—
|
—
|
120,734
|
3,413
|
95,928
|
2,360
|
||||||||||||||||||
Contract liabilities
|
124,793
|
4,230
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Employee benefits payable
|
7,312
|
4,294
|
7,162
|
4,854
|
1,618
|
312
|
||||||||||||||||||
Taxes payable
|
87,060
|
54,764
|
71,940
|
42,549
|
52,886
|
32,423
|
||||||||||||||||||
Other payables
|
77,463
|
119,514
|
89,028
|
143,274
|
75,164
|
113,841
|
||||||||||||||||||
Short-term debentures payable
|
—
|
—
|
—
|
—
|
6,000
|
6,000
|
||||||||||||||||||
Non-current liabilities due
within one year
|
17,450
|
16,729
|
26,681
|
19,539
|
38,972
|
38,082
|
||||||||||||||||||
Total current liabilities
|
565,098
|
288,877
|
579,446
|
317,563
|
485,543
|
280,822
|
||||||||||||||||||
Non-current liabilities
|
||||||||||||||||||||||||
Long-term loans
|
61,576
|
48,104
|
67,754
|
63,667
|
62,461
|
58,448
|
||||||||||||||||||
Debentures payable
|
31,951
|
20,000
|
31,370
|
20,000
|
54,985
|
36,000
|
||||||||||||||||||
Provisions
|
42,800
|
33,094
|
39,958
|
31,405
|
39,298
|
29,767
|
||||||||||||||||||
Deferred tax liabilities
|
5,948
|
—
|
6,466
|
—
|
7,661
|
505
|
||||||||||||||||||
Other non-current liabilities
|
27,276
|
4,332
|
16,440
|
2,591
|
16,136
|
2,607
|
||||||||||||||||||
Total non-current liabilities
|
169,551
|
105,530
|
161,988
|
117,663
|
180,541
|
127,327
|
||||||||||||||||||
Total liabilities
|
734,649
|
394,407
|
741,434
|
435,226
|
666,084
|
408,149
|
At 31 December 2018
|
At 31 December 2017
|
At 1 January 2017
|
||||||||||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||||||||
Liabilities and shareholders’ equity
|
||||||||||||||||||||||||
Shareholders’ equity
|
||||||||||||||||||||||||
Share capital
|
121,071
|
121,071
|
121,071
|
121,071
|
121,071
|
121,071
|
||||||||||||||||||
Capital reserve
|
119,192
|
68,795
|
119,557
|
68,789
|
119,525
|
68,769
|
||||||||||||||||||
Other comprehensive income
|
(6,774
|
)
|
(485
|
)
|
(4,413
|
)
|
196
|
(932
|
)
|
263
|
||||||||||||||
Specific reserve
|
1,706
|
989
|
888
|
482
|
765
|
393
|
||||||||||||||||||
Surplus reserves
|
203,678
|
203,678
|
199,682
|
199,682
|
196,640
|
196,640
|
||||||||||||||||||
Retained earnings
|
279,482
|
143,148
|
290,459
|
177,049
|
275,163
|
182,440
|
||||||||||||||||||
Total equity attributable to
shareholders of the Company
|
718,355
|
537,196
|
727,244
|
567,269
|
712,232
|
569,576
|
||||||||||||||||||
Minority interests
|
139,304
|
—
|
126,826
|
—
|
120,293
|
—
|
||||||||||||||||||
Total shareholders’ equity
|
857,659
|
537,196
|
854,070
|
567,269
|
832,525
|
569,576
|
||||||||||||||||||
Total liabilities and shareholders'
equity
|
1,592,308
|
931,603
|
1,595,504
|
1,002,495
|
1,498,609
|
977,725
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
|||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||
Operating income
|
2,891,179
|
1,058,493
|
2,360,193
|
857,478
|
||||||||||||
Less: Operating costs
|
2,401,012
|
812,355
|
1,890,398
|
633,114
|
||||||||||||
Taxes and surcharges
|
246,498
|
168,905
|
235,292
|
158,480
|
||||||||||||
Selling and distribution expenses
|
59,396
|
3,078
|
56,055
|
2,670
|
||||||||||||
General and administrative expenses
|
73,390
|
36,169
|
72,505
|
39,537
|
||||||||||||
Research and development expenses
|
7,956
|
7,453
|
6,423
|
5,445
|
||||||||||||
Financial expenses
|
(1,001
|
)
|
1,029
|
1,560
|
2,642
|
|||||||||||
Exploration expenses,
including dry holes
|
10,744
|
9,796
|
11,089
|
10,614
|
||||||||||||
Impairment losses
|
11,605
|
6,766
|
21,791
|
14,372
|
||||||||||||
Credit impairment losses
|
141
|
42
|
—
|
—
|
||||||||||||
Add: Other income
|
6,694
|
2,777
|
4,356
|
1,784
|
||||||||||||
Investment income
|
11,428
|
28,336
|
19,060
|
38,058
|
||||||||||||
Gains/(Losses) from changes in fair value
|
2,656
|
(20
|
)
|
(13
|
)
|
179
|
||||||||||
Asset disposal (expense)/income
|
(742
|
)
|
12
|
(1,518
|
)
|
(887
|
)
|
|||||||||
Operating profit
|
101,474
|
44,005
|
86,965
|
29,738
|
||||||||||||
Add: Non-operating income
|
2,070
|
599
|
1,317
|
474
|
||||||||||||
Less: Non-operating expenses
|
3,042
|
1,687
|
1,709
|
725
|
||||||||||||
Profit before taxation
|
100,502
|
42,917
|
86,573
|
29,487
|
||||||||||||
Less: Income tax expense
|
20,213
|
2,960
|
16,279
|
(928
|
)
|
|||||||||||
Net profit
|
80,289
|
39,957
|
70,294
|
30,415
|
||||||||||||
Classification by going concern:
|
||||||||||||||||
Continuous operating net profit
|
80,289
|
39,957
|
70,294
|
30,415
|
||||||||||||
Termination of net profit
|
—
|
—
|
—
|
—
|
||||||||||||
Classification by ownership:
|
||||||||||||||||
Equity shareholders of the Company
|
63,089
|
39,957
|
51,119
|
30,415
|
||||||||||||
Minority interests
|
17,200
|
—
|
19,175
|
—
|
||||||||||||
Basic earnings per share (RMB)
|
0.521
|
N/A
|
0.422
|
N/A
|
||||||||||||
Diluted earnings per share (RMB)
|
0.521
|
N/A
|
0.422
|
N/A
|
||||||||||||
Net profit
|
80,289
|
39,957
|
70,294
|
30,415
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
|||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||
Other comprehensive income
|
||||||||||||||||
Items that may not be reclassified
subsequently to profit or loss:
|
||||||||||||||||
Changes in fair value of other equity
instrument investments
|
(53
|
)
|
—
|
—
|
—
|
|||||||||||
Items that may be reclassified subsequently
to profit or loss
|
||||||||||||||||
Other comprehensive income that can be
converted into profit or loss
under the equity method
|
(229
|
)
|
(64
|
)
|
1,053
|
(120
|
)
|
|||||||||
Changes in fair value of
available-for-sale financial assets
|
—
|
—
|
(57
|
)
|
—
|
|||||||||||
Cash flow hedges
|
(9,741
|
)
|
(617
|
)
|
(1,580
|
)
|
53
|
|||||||||
Foreign currency translation differences
|
3,399
|
—
|
(3,792
|
)
|
—
|
|||||||||||
Total other comprehensive income
|
(6,624
|
)
|
(681
|
)
|
(4,376
|
)
|
(67
|
)
|
||||||||
Total comprehensive income
|
73,665
|
39,276
|
65,918
|
30,348
|
||||||||||||
Attributable to:
|
||||||||||||||||
Equity shareholders of the Company
|
55,471
|
39,276
|
47,638
|
30,348
|
||||||||||||
Minority interests
|
18,194
|
—
|
18,280
|
—
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
|||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||
Cash flows from operating activities:
|
||||||||||||||||
Cash received from sale of goods
and rendering of services
|
3,189,004
|
1,228,816
|
2,644,126
|
1,000,467
|
||||||||||||
Refund of taxes and levies
|
1,681
|
1,481
|
2,158
|
1,304
|
||||||||||||
Other cash received relating to
operating activities
|
90,625
|
19,380
|
57,287
|
42,913
|
||||||||||||
Sub-total of cash inflows
|
3,281,310
|
1,249,677
|
2,703,571
|
1,044,684
|
||||||||||||
Cash paid for goods and services
|
(2,565,392
|
)
|
(867,259
|
)
|
(2,041,977
|
)
|
(653,412
|
)
|
||||||||
Cash paid to and for employees
|
(77,048
|
)
|
(41,770
|
)
|
(68,260
|
)
|
(37,054
|
)
|
||||||||
Payments of taxes and levies
|
(329,387
|
)
|
(206,305
|
)
|
(328,304
|
)
|
(200,995
|
)
|
||||||||
Other cash paid relating to operating activities
|
(133,615
|
)
|
(26,211
|
)
|
(74,095
|
)
|
(35,502
|
)
|
||||||||
Sub-total of cash outflows
|
(3,105,442
|
)
|
(1,141,545
|
)
|
(2,512,636
|
)
|
(926,963
|
)
|
||||||||
Net cash flow from operating activities
|
175,868
|
108,132
|
190,935
|
117,721
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
|||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||
Cash flows from investing activities:
|
||||||||||||||||
Cash received from disposal of investments
|
56,546
|
65,930
|
4,729
|
18,919
|
||||||||||||
Cash received from returns on investments
|
10,720
|
43,693
|
8,506
|
23,842
|
||||||||||||
Net cash received from disposal of
fixed assets, intangible assets
and other long-term assets
|
9,666
|
2,838
|
1,313
|
252
|
||||||||||||
Other cash received relating to
investing activities
|
87,696
|
28,724
|
52,304
|
23,270
|
||||||||||||
Net cash received from disposal of
subsidiaries and other business entities
|
11
|
—
|
80
|
1
|
||||||||||||
Sub-total of cash inflows
|
164,639
|
141,185
|
66,932
|
66,284
|
||||||||||||
Cash paid for acquisition of fixed assets,
intangible assets and other long-term assets
|
(103,014
|
)
|
(54,792
|
)
|
(70,948
|
)
|
(37,139
|
)
|
||||||||
Cash paid for acquisition of investments
|
(39,666
|
)
|
(40,169
|
)
|
(57,627
|
)
|
(66,913
|
)
|
||||||||
Other cash paid relating to investing activities
|
(85,193
|
)
|
(28,759
|
)
|
(82,392
|
)
|
(30,116
|
)
|
||||||||
Net cash paid for the acquisition of
subsidiaries and other business entities
|
(3,188
|
)
|
—
|
(1,288
|
)
|
—
|
||||||||||
Sub-total of cash outflows
|
(231,061
|
)
|
(123,720
|
)
|
(212,255
|
)
|
(134,168
|
)
|
||||||||
Net cash flow from investing activities
|
(66,422
|
)
|
17,465
|
(145,323
|
)
|
(67,884
|
)
|
Year ended 31 December
|
||||||||||||||||
2018
|
2017
|
|||||||||||||||
Items
|
Consolidated
|
Parent
|
Consolidated
|
Parent
|
||||||||||||
Cash flows from financing activities:
|
||||||||||||||||
Cash received from capital contributions
|
1,886
|
—
|
946
|
—
|
||||||||||||
Including: Cash received from minority
shareholders’ capital
contributions to subsidiaries
|
1,886
|
—
|
946
|
—
|
||||||||||||
Cash received from borrowings
|
746,655
|
109,915
|
524,843
|
106,407
|
||||||||||||
Other cash received relating to
financing activities
|
190
|
—
|
—
|
—
|
||||||||||||
Sub-total of cash inflows
|
748,731
|
109,915
|
525,789
|
106,407
|
||||||||||||
Cash repayments of borrowings
|
(772,072
|
)
|
(176,757
|
)
|
(536,380
|
)
|
(133,663
|
)
|
||||||||
Cash paid for dividends, profits
distribution or interest
|
(87,483
|
)
|
(71,944
|
)
|
(45,763
|
)
|
(38,392
|
)
|
||||||||
Including: Subsidiaries’ cash payments for
distribution of dividends or
profits to minority shareholders
|
(13,700
|
)
|
—
|
(7,539
|
)
|
—
|
||||||||||
Other cash paid relating to financing activities
|
(436
|
)
|
—
|
(155
|
)
|
—
|
||||||||||
Sub-total of cash outflows
|
(859,991
|
)
|
(248,701
|
)
|
(582,298
|
)
|
(172,055
|
)
|
||||||||
Net cash flow from financing activities
|
(111,260
|
)
|
(138,786
|
)
|
(56,509
|
)
|
(65,648
|
)
|
||||||||
Effects of changes in foreign exchange rate
|
518
|
—
|
(353
|
)
|
—
|
|||||||||||
Net decrease in cash and
cash equivalents
|
(1,296
|
)
|
(13,189
|
)
|
(11,250
|
)
|
(15,811
|
)
|
Share
capital
|
Capital
reserve
|
Other
comprehensive
income
|
Specific
reserve
|
Surplus
reserves
|
Retained
earnings
|
Total
shareholders’
equity
attributable
to equity
shareholders of
the Company
|
Minority
interests
|
Total
shareholders’
equity
|
||||||||||||||||||||||||||||
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
||||||||||||||||||||||||||||
Balance at 1 January 2017
|
121,071
|
119,525
|
(932
|
)
|
765
|
196,640
|
275,163
|
712,232
|
120,293
|
832,525
|
||||||||||||||||||||||||||
Change for the year
|
||||||||||||||||||||||||||||||||||||
1. Net profit
|
—
|
—
|
—
|
—
|
—
|
51,119
|
51,119
|
19,175
|
70,294
|
|||||||||||||||||||||||||||
2. Other comprehensive income
|
—
|
—
|
(3,481
|
)
|
—
|
—
|
—
|
(3,481
|
)
|
(895
|
)
|
(4,376
|
)
|
|||||||||||||||||||||||
Total comprehensive income
|
—
|
—
|
(3,481
|
)
|
—
|
—
|
51,119
|
47,638
|
18,280
|
65,918
|
||||||||||||||||||||||||||
Transactions with owners, recorded directly
in shareholders’ equity:
|
||||||||||||||||||||||||||||||||||||
3. Appropriations of profits:
|
||||||||||||||||||||||||||||||||||||
– Appropriation for surplus reserves
|
—
|
—
|
—
|
—
|
3,042
|
(3,042
|
)
|
—
|
—
|
—
|
||||||||||||||||||||||||||
– Distributions to shareholders
|
—
|
—
|
—
|
—
|
—
|
(32,689
|
)
|
(32,689
|
)
|
—
|
(32,689
|
)
|
||||||||||||||||||||||||
4. Transaction with minority interests
|
—
|
(13
|
)
|
—
|
—
|
—
|
—
|
(13
|
)
|
724
|
711
|
|||||||||||||||||||||||||
5. Distributions to minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(12,501
|
)
|
(12,501
|
)
|
|||||||||||||||||||||||||
Total transactions with owners, recorded
directly in shareholders’ equity
|
—
|
(13
|
)
|
—
|
—
|
3,042
|
(35,731
|
)
|
(32,702
|
)
|
(11,777
|
)
|
(44,479
|
)
|
||||||||||||||||||||||
6. Net increase in specific reserve
for the year
|
—
|
—
|
—
|
123
|
—
|
—
|
123
|
3
|
126
|
|||||||||||||||||||||||||||
7. Others
|
—
|
45
|
—
|
—
|
—
|
(92
|
)
|
(47
|
)
|
27
|
(20
|
)
|
||||||||||||||||||||||||
Balance at 31 December 2017
|
121,071
|
119,557
|
(4,413
|
)
|
888
|
199,682
|
290,459
|
727,244
|
126,826
|
854,070
|
Share
capital
|
Capital
reserve
|
Other
comprehensive
income
|
Specific
reserve
|
Surplus
reserves
|
Retained
earnings
|
Total
shareholders’
equity
attributable
to equity
shareholders of
the Company
|
Minority
interests
|
Total
shareholders’
equity
|
||||||||||||||||||||||||||||
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
||||||||||||||||||||||||||||
Balance at 31 December 2017
|
121,071
|
119,557
|
(4,413
|
)
|
888
|
199,682
|
290,459
|
727,244
|
126,826
|
854,070
|
||||||||||||||||||||||||||
Change in accounting policy
|
—
|
—
|
(12
|
)
|
—
|
—
|
12
|
—
|
—
|
—
|
||||||||||||||||||||||||||
Balance at 1 January 2018
|
121,071
|
119,557
|
(4,425
|
)
|
888
|
199,682
|
290,471
|
727,244
|
126,826
|
854,070
|
||||||||||||||||||||||||||
Change for the year
|
||||||||||||||||||||||||||||||||||||
1. Net profit
|
—
|
—
|
—
|
—
|
—
|
63,089
|
63,089
|
17,200
|
80,289
|
|||||||||||||||||||||||||||
2. Other comprehensive income
|
—
|
—
|
(7,618
|
)
|
—
|
—
|
—
|
(7,618
|
)
|
994
|
(6,624
|
)
|
||||||||||||||||||||||||
Total comprehensive income
|
—
|
—
|
(7,618
|
)
|
—
|
—
|
63,089
|
55,471
|
18,194
|
73,665
|
||||||||||||||||||||||||||
Amounts transferred to cash flow hedge
reserves initially recognised by hedged items:
|
—
|
—
|
5,269
|
—
|
—
|
—
|
5,269
|
—
|
5,269
|
|||||||||||||||||||||||||||
Transactions with owners, recorded directly
in shareholders’ equity:
|
||||||||||||||||||||||||||||||||||||
3. Appropriations of profits:
|
||||||||||||||||||||||||||||||||||||
– Appropriation for surplus reserves
|
—
|
—
|
—
|
—
|
3,996
|
(3,996
|
)
|
—
|
—
|
—
|
||||||||||||||||||||||||||
– Distributions to shareholders
|
—
|
—
|
—
|
—
|
—
|
(67,799
|
)
|
(67,799
|
)
|
—
|
(67,799
|
)
|
||||||||||||||||||||||||
4. Transaction with minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,060
|
2,060
|
|||||||||||||||||||||||||||
5. Contributions to subsidiaries from
non-controlling interests
|
—
|
(12
|
)
|
—
|
—
|
—
|
—
|
(12
|
)
|
(299
|
)
|
(311
|
)
|
|||||||||||||||||||||||
6. Distributions to minority interests
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(7,476
|
)
|
(7,476
|
)
|
|||||||||||||||||||||||||
Total transactions with owners, recorded
directly in shareholders’ equity
|
—
|
(12
|
)
|
—
|
—
|
3,996
|
(71,795
|
)
|
(67,811
|
)
|
(5,715
|
)
|
(73,526
|
)
|
||||||||||||||||||||||
7. Net increase in specific reserve
for the year
|
—
|
—
|
—
|
818
|
—
|
—
|
818
|
91
|
909
|
|||||||||||||||||||||||||||
8. Others
|
—
|
(353
|
)
|
—
|
—
|
—
|
(2,283
|
)
|
(2,636
|
)
|
(92
|
)
|
(2,728
|
)
|
||||||||||||||||||||||
Balance at 31 December 2018
|
121,071
|
119,192
|
(6,774
|
)
|
1,706
|
203,678
|
279,482
|
718,355
|
139,304
|
857,659
|
Share
capital
|
Capital
reserve
|
Other
comprehensive
income
|
Specific
reserve
|
Surplus
reserves
|
Retained
earnings
|
Total
shareholders’
equity
|
||||||||||||||||||||||
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
||||||||||||||||||||||
Balance at 1 January 2017
|
121,071
|
68,769
|
263
|
393
|
196,640
|
182,440
|
569,576
|
|||||||||||||||||||||
Change for the year
|
||||||||||||||||||||||||||||
1. Net profit
|
—
|
—
|
—
|
—
|
—
|
30,415
|
30,415
|
|||||||||||||||||||||
2. Other
comprehensive income
|
—
|
—
|
(67
|
)
|
—
|
—
|
—
|
(67
|
)
|
|||||||||||||||||||
Total comprehensive income
|
—
|
—
|
(67
|
)
|
—
|
—
|
30,415
|
30,348
|
||||||||||||||||||||
Transactions with owners, recorded
directly in shareholders’ equity:
|
||||||||||||||||||||||||||||
3. Appropriations of
profits:
|
||||||||||||||||||||||||||||
– Appropriation for
surplus reserves
|
—
|
—
|
—
|
—
|
3,042
|
(3,042
|
)
|
—
|
||||||||||||||||||||
– Distributions to shareholders
|
—
|
—
|
—
|
—
|
—
|
(32,689
|
)
|
(32,689
|
)
|
|||||||||||||||||||
Total transactions with owners,
recorded directly in
shareholders' equity
|
—
|
—
|
—
|
—
|
3,042
|
(35,731
|
)
|
(32,689
|
)
|
|||||||||||||||||||
4. Net increase in
specific
reserve for the year
|
—
|
—
|
—
|
89
|
—
|
—
|
89
|
|||||||||||||||||||||
5. Others
|
—
|
20
|
—
|
—
|
—
|
(75
|
)
|
(55
|
)
|
|||||||||||||||||||
Balance at 31 December 2017
|
121,071
|
68,769
|
196
|
482
|
199,682
|
177,049
|
567,269
|
Share
capital
|
Capital
reserve
|
Other
comprehensive
income
|
Specific
reserve
|
Surplus
reserves
|
Retained
earnings
|
Total
shareholders’
equity
|
||||||||||||||||||||||
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
RMB million
|
||||||||||||||||||||||
Balance at 31 December 2017
|
121,071
|
68,789
|
196
|
482
|
199,682
|
177,049
|
567,269
|
|||||||||||||||||||||
Change in accounting policy
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||
Balance at 1 January 2018
|
121,071
|
68,789
|
196
|
482
|
199,682
|
177,049
|
567,269
|
|||||||||||||||||||||
Change for the year
|
||||||||||||||||||||||||||||
1. Net profit
|
—
|
—
|
—
|
—
|
—
|
39,957
|
39,957
|
|||||||||||||||||||||
2. Other
comprehensive income
|
—
|
—
|
(681
|
)
|
—
|
—
|
—
|
(681
|
)
|
|||||||||||||||||||
Total comprehensive income
|
—
|
—
|
(681
|
)
|
—
|
—
|
39,957
|
39,276
|
||||||||||||||||||||
Transactions with owners, recorded
directly in shareholders’ equity:
|
||||||||||||||||||||||||||||
3. Appropriations of
profits:
|
||||||||||||||||||||||||||||
– Appropriation for
surplus reserves
|
—
|
—
|
—
|
—
|
3,996
|
(3,996
|
)
|
—
|
||||||||||||||||||||
– Distributions to shareholders
|
—
|
—
|
—
|
—
|
—
|
(67,799
|
)
|
(67,799
|
)
|
|||||||||||||||||||
Total transactions with owners,
recorded directly in
shareholders' equity
|
—
|
—
|
—
|
—
|
3,996
|
(71,795
|
)
|
(67,799
|
)
|
|||||||||||||||||||
4. Net increase in
specific
reserve for the year
|
—
|
—
|
—
|
507
|
—
|
—
|
507
|
|||||||||||||||||||||
5. Others
|
—
|
6
|
—
|
—
|
—
|
(2,063
|
)
|
(2,057
|
)
|
|||||||||||||||||||
Balance at 31 December 2018
|
121,071
|
68,795
|
(485
|
)
|
989
|
203,678
|
143,148
|
537,196
|
8.2.2 |
Statements prepared under International Financial Reporting Standards
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Turnover and other operating revenues
|
||||||||
Turnover
|
2,825,613
|
2,300,470
|
||||||
Other operating revenues
|
65,566
|
59,723
|
||||||
2,891,179
|
2,360,193
|
|||||||
Operating expenses
|
||||||||
Purchased crude oil, products and operating
supplies and expenses
|
(2,292,983
|
)
|
(1,770,651
|
)
|
||||
Selling, general and administrative expenses
|
(65,642
|
)
|
(64,973
|
)
|
||||
Depreciation, depletion and amortisation
|
(109,967
|
)
|
(115,310
|
)
|
||||
Exploration expenses, including dry holes
|
(10,744
|
)
|
(11,089
|
)
|
||||
Personnel expenses
|
(77,721
|
)
|
(74,854
|
)
|
||||
Taxes other than income tax
|
(246,498
|
)
|
(235,292
|
)
|
||||
Other operating expense, net
|
(5,360
|
)
|
(16,554
|
)
|
||||
Total operating expenses
|
(2,808,915
|
)
|
(2,288,723
|
)
|
||||
Operating profit
|
82,264
|
71,470
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Finance costs
|
||||||||
Interest expense
|
(7,321
|
)
|
(7,146
|
)
|
||||
Interest income
|
7,726
|
5,254
|
||||||
Foreign currency exchange gains, net
|
596
|
332
|
||||||
Net finance costs
|
1,001
|
(1,560
|
)
|
|||||
Investment income
|
1,871
|
262
|
||||||
Share of profits less losses from
associates and joint ventures
|
13,974
|
16,525
|
||||||
Profit before taxation
|
99,110
|
86,697
|
||||||
Income tax expense
|
(20,213
|
)
|
(16,279
|
)
|
||||
Profit for the year
|
78,897
|
70,418
|
||||||
Attributable to:
|
||||||||
Owners of the Company
|
61,618
|
51,244
|
||||||
Non-controlling interests
|
17,279
|
19,174
|
||||||
Profit for the year
|
78,897
|
70,418
|
||||||
Earnings per share:
|
||||||||
Basic
|
0.509
|
0.423
|
||||||
Diluted
|
0.509
|
0.423
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Profit for the year
|
78,897
|
70,418
|
||||||
Other comprehensive income:
|
||||||||
Items that may not be reclassified subsequently
to profit or loss
|
||||||||
Equity investments at fair value through
other comprehensive income
|
(53
|
)
|
—
|
|||||
Total items that may not be
reclassified subsequently to profit or loss
|
(53
|
)
|
—
|
|||||
Items that may be reclassified
subsequently
to profit or loss
|
||||||||
Share of other comprehensive (income)/loss of
associates and joint ventures
|
(229
|
)
|
1,053
|
|||||
Available-for-sale securities
|
—
|
(57
|
)
|
|||||
Cash flow hedges
|
(9,741
|
)
|
(1,580
|
)
|
||||
Foreign currency translation differences
|
3,399
|
(3,792
|
)
|
|||||
Total items that may be reclassified
subsequently to profit or loss
|
(6,571
|
)
|
(4,376
|
)
|
||||
Total other comprehensive income
|
(6,624
|
)
|
(4,376
|
)
|
||||
Total comprehensive income for the year
|
72,273
|
66,042
|
||||||
Attributable to:
|
||||||||
Shareholders of the Company
|
54,000
|
47,763
|
||||||
Non-controlling interests
|
18,273
|
18,279
|
||||||
Total comprehensive income for the year
|
72,273
|
66,042
|
At 31 December 2018
|
At 31 December 2017
|
|||||||||||||||
Consolidated
|
Parent
|
Consolidated
|
Parent
|
|||||||||||||
Non-current assets
|
||||||||||||||||
Property, plant and equipment, net
|
617,762
|
302,048
|
650,774
|
329,814
|
||||||||||||
Construction in progress
|
136,963
|
51,598
|
118,645
|
50,046
|
||||||||||||
Goodwill
|
8,676
|
—
|
8,634
|
—
|
||||||||||||
Investment in subsidiaries
|
—
|
251,970
|
—
|
245,156
|
||||||||||||
Interest in associates
|
89,537
|
21,143
|
79,726
|
15,579
|
||||||||||||
Interest in joint ventures
|
56,184
|
16,094
|
51,361
|
14,822
|
||||||||||||
Available-for-sale financial assets
|
—
|
—
|
1,676
|
395
|
||||||||||||
Financial assets at fair value through
other comprehensive income
|
1,450
|
395
|
—
|
—
|
||||||||||||
Deferred tax assets
|
21,694
|
11,021
|
15,131
|
6,834
|
||||||||||||
Lease prepayments
|
64,514
|
7,101
|
58,526
|
6,916
|
||||||||||||
Long-term prepayments and other assets
|
91,408
|
13,129
|
81,982
|
14,072
|
||||||||||||
Total non-current assets
|
1,088,188
|
674,499
|
1,066,455
|
683,634
|
||||||||||||
Current assets
|
||||||||||||||||
Cash and cash equivalents
|
111,922
|
59,120
|
113,218
|
72,309
|
||||||||||||
Time deposits with financial institutions
|
55,093
|
23,759
|
51,786
|
20,236
|
||||||||||||
Financial assets at fair value
through profit or loss
|
25,732
|
22,500
|
51,196
|
48,179
|
||||||||||||
Derivatives financial assets
|
7,887
|
—
|
526
|
—
|
||||||||||||
Trade accounts receivable and
bills receivable
|
64,879
|
30,145
|
84,701
|
37,766
|
||||||||||||
Dividends receivable
|
—
|
2,313
|
—
|
16,327
|
||||||||||||
Inventories
|
184,584
|
45,825
|
186,693
|
44,933
|
||||||||||||
Prepaid expenses and other current assets
|
54,023
|
73,442
|
40,929
|
79,111
|
||||||||||||
Total current assets
|
504,120
|
257,104
|
529,049
|
318,861
|
At 31 December 2018
|
At 31 December 2017
|
|||||||||||||||
Consolidated
|
Parent
|
Consolidated
|
Parent
|
|||||||||||||
Current liabilities
|
||||||||||||||||
Short-term debts
|
29,462
|
14,511
|
55,338
|
33,454
|
||||||||||||
Loans from Sinopec Group Company
and fellow subsidiaries
|
31,665
|
5,815
|
25,311
|
3,214
|
||||||||||||
Derivatives financial liabilities
|
13,571
|
967
|
2,665
|
—
|
||||||||||||
Trade accounts payable and bills payable
|
192,757
|
84,418
|
206,535
|
86,604
|
||||||||||||
Contract liabilities
|
124,793
|
4,230
|
—
|
—
|
||||||||||||
Other payables
|
166,151
|
178,936
|
276,582
|
194,291
|
||||||||||||
Income tax payable
|
6,699
|
—
|
13,015
|
—
|
||||||||||||
Total current liabilities
|
565,098
|
288,877
|
579,446
|
317,563
|
||||||||||||
Net current liabilities
|
60,978
|
(31,773
|
)
|
50,397
|
1,298
|
|||||||||||
Total assets less current liabilities
|
1,027,210
|
642,726
|
1,016,058
|
684,932
|
||||||||||||
Non-current liabilities
|
||||||||||||||||
Long-term debts
|
51,011
|
27,200
|
55,804
|
40,442
|
||||||||||||
Loans from Sinopec Group Company
and fellow subsidiaries
|
42,516
|
40,904
|
43,320
|
43,225
|
||||||||||||
Deferred tax liabilities
|
5,948
|
—
|
6,466
|
—
|
||||||||||||
Provisions
|
42,800
|
33,094
|
39,958
|
31,405
|
||||||||||||
Other long-term liabilities
|
28,400
|
5,310
|
17,620
|
3,613
|
||||||||||||
Total non-current liabilities
|
170,675
|
106,508
|
163,168
|
118,685
|
||||||||||||
856,535
|
536,218
|
852,890
|
566,247
|
|||||||||||||
Equity
|
||||||||||||||||
Share capital
|
121,071
|
121,071
|
121,071
|
121,071
|
||||||||||||
Reserves
|
596,213
|
415,147
|
605,049
|
445,176
|
||||||||||||
Total equity attributable to shareholders
of the Company
|
717,284
|
536,218
|
726,120
|
566,247
|
||||||||||||
Non-controlling interests
|
139,251
|
N/A
|
126,770
|
N/A
|
||||||||||||
Total equity
|
856,535
|
536,218
|
852,890
|
566,247
|
8.2.3 |
Differences between consolidated financial statements prepared in accordance with the accounting policies complying with CASs and IFRS (UNAUDITED)
|
(1) |
Effects of major differences between the net profit under CASs and the profit for the year under IFRS are analysed as follows:
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Items
|
RMB million
|
RMB million
|
||||||
Net profit under CASs
|
80,289
|
70,294
|
||||||
Adjustments:
|
||||||||
Government grants
|
56
|
110
|
||||||
Safety production fund
|
909
|
126
|
||||||
Others
|
(2,357
|
)
|
(112
|
)
|
||||
Profit for the year under IFRS*
|
78,897
|
70,418
|
(2) |
Effects of major differences between the shareholders’equity under CASs and the total equity under IFRS are analysed as follows:
|
2018
31 December
|
2017
31 December
|
|||||||
Items
|
RMB million
|
RMB million
|
||||||
Shareholders’ equity under CASs
|
857,659
|
854,070
|
||||||
Adjustments:
|
||||||||
Government grants
|
(1,124
|
)
|
(1,180
|
)
|
||||
Total equity under IFRS*
|
856,535
|
852,890
|
* |
The figures are extracted from the consolidated financial statements prepared in accordance with the accounting policies complying with IFRS during
the year ended 31 December 2017 and 2018 which have been audited by PricewaterhouseCoopers.
|
8.3 |
Changes in accounting polices
|
(1) |
Changes in significant accounting policies of CASs:
|
a) |
MOF issued Cai Kuai [2018] No. 15 “Announcement of the revision of general enterprise financial statements format for 2018”. The Group has adopted
the above guidelines to prepare the financial statements of 2018. The comparative financial statements of 2017 have been adjusted.
|
b) |
MOF issued revised “No.14 Accounting Standard for Business Enterprises - Revenue” (“New Revenue Standard”) in 2017 and the New Revenue Standard was
effective on 1 January 2018. In accordance with the New Revenue Standard, the Group adjusted the first year’s retained earnings and other related items of the financial statements according to the cumulative impact of the New Revenue
Standard for the first time, while the comparative financial statements have not been restated. The Group has adopted the above standard to prepare the financial statements of 2018, while the comparative financial statements of 2017
have not been restated.
|
c) |
MOF issued revised “No.22 Accounting Standards for Business Enterprises - Financial instruments: recognition and measurement”, revised “No.23
Accounting Standards for Business Enterprises - Transfer of financial assets”, revised “No.24 Accounting Standards for Business Enterprises - Hedging” and revised “No.37 Accounting Standards for Business Enterprises - Presentation of
financial instruments” (collectively referred to as “New Financial Instruments Standards”). The New Financial Instruments Standards were effective on 1 January 2018. In accordance with the New Financial Instruments Standards, the
Group classified and measured financial instruments (including impairment), involving comparative financial statements which are not consistent with the requirements of this standard and need not be adjusted. The difference between
the original book value of the financial instrument and the new book value on the date of execution of the New Financial Instruments Standards shall be included in the retained earnings or other comprehensive income at the beginning
financial statements. The Group has adopted the above guidelines to prepare financial statements of the year ended 31 December 2018, while the comparative figures for 2017 have not been restated.
|
‧
|
At 1 January 2018, the comparatives of classification and measurement in the Group’s
financial statements between the New Financial Instruments Standards and the Financial Instruments Standards before revision are disclosed at Annual Report.
|
‧
|
The Group has adopted the simplified expected credit loss model for its receivables and contract assets,
and the general expected credit loss model for receivables and contract assets carried at amortised. The Group assessed the loss allowance for receivables under the expected credit loss model on 1 January 2018, no significant difference
compared with the loss allowance under accounting policies applied until 31 December 2017.
|
‧
|
The Group has applied the hedging accounting prospectively to the derivatives held for hedging purpose.
|
(2) |
Changes in significant accounting policies in IFRS:
|
a) |
The adoption of IFRS 9 ‘Financial Instruments’ (‘IFRS 9’) from 1 January 2018 by the Group resulted in changes in accounting policies and
adjustments to the amounts recognised in the financial statements.
|
‧
|
The Group has elected to apply the limited exemption in IFRS 9 relating to transition for classification
and measurement and impairment, and accordingly has not restated comparative periods in the year of initial application:
|
‧
|
The Group has adopted the simplified expected credit loss model for its trade receivables and contract
assets, as required by IFRS 9, and the general expected credit loss model for receivables and contract assets carried at amortised. The Group assessed the loss allowance for receivables under the expected credit loss model on 1 January
2018, no significant difference compared with the loss allowance under accounting policies applied until 31 December 2017;
|
‧
|
The Group has applied the hedging accounting prospectively to the derivatives held for hedging purpose.
|
b) |
The adoption of IFRS 15 ‘Revenue from Contracts with Customers’ (‘IFRS 15’) from 1 January 2018 by the Group resulted in changes in accounting
policies and adjustments to the amounts recognised in the financial statements.
|
‧
|
The Group has elected to apply the simplified transition method, retrospectively with the cumulative
effect of initially applying IFRS 15 as an adjustment to the balance on 1 January 2018.
|
‧
|
The Group has decided to reclassify contract assets and contract liabilities and present them as a
separate line item in the balance sheet based on the significance of the item.
|
8.4 |
The Group has no material accounting errors during the reporting period.
|
8.5 |
Changes in the scope of consolidation as compared with those for last annual report
|
8.6 |
Notes on the financial statements prepared under IFRS
|
8.6.1 |
Turnover
|
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Crude oil
|
519,910
|
421,585
|
||||||
Gasoline
|
711,236
|
600,113
|
||||||
Diesel
|
594,008
|
503,406
|
||||||
Basic chemical feedstock
|
250,884
|
205,722
|
||||||
Kerosene
|
168,823
|
115,739
|
||||||
Synthetic resin
|
124,618
|
107,633
|
||||||
Natural Gas
|
43,205
|
34,277
|
||||||
Synthetic fiber monomers and polymers
|
77,572
|
61,998
|
||||||
Others(i)
|
335,357
|
249,997
|
||||||
2,825,613
|
2,300,470
|
(i) |
Others are primarily liquefied petroleum gas and other refinery and chemical by-products and joint products.
|
8.6.2 |
Income tax expense
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Current tax
|
||||||||
Provision for the period
|
27,176
|
26,668
|
||||||
Adjustment of prior years
|
(719
|
)
|
(72
|
)
|
||||
Deferred taxation
|
(6,244
|
)
|
(10,317
|
)
|
||||
20,213
|
16,279
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Item
|
RMB million
|
RMB million
|
||||||
Profit before taxation
|
99,110
|
86,697
|
||||||
Expected PRC income tax expense at a statutory
tax rate of 25%
|
24,778
|
21,674
|
||||||
Tax effect of non-deductible expenses
|
2,351
|
1,905
|
||||||
Tax effect of non-taxable income
|
(5,033
|
)
|
(5,939
|
)
|
||||
Tax effect of preferential tax rate (i)
|
(1,259
|
)
|
(793
|
)
|
||||
Effect of income taxes at foreign operations
|
77
|
(1,394
|
)
|
|||||
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
|
(779
|
)
|
(613
|
)
|
||||
Tax effect of tax losses not recognised
|
609
|
1,485
|
||||||
Write-down of deferred tax assets
|
188
|
26
|
||||||
Adjustment of prior years
|
(719
|
)
|
(72
|
)
|
||||
Actual income tax expense
|
20,213
|
16,297
|
(i) |
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 western regions in the PRC are taxed at preferential income tax rate of 15% through the year 2020.
|
8.6.3 |
Basic and Diluted Earnings per Share
|
(i) |
Profit attributable to ordinary shareholders of the Company (diluted)
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Profit attributable to ordinary shareholders
of the Company
|
61,618
|
51,244
|
||||||
After tax effect of emplyee share option scheme
of Shanghai Petrochemical
|
—
|
(2
|
)
|
|||||
Profit attributable to ordinary shareholders
of the Company (diluted)
|
61,618
|
51,242
|
(ii) |
Weighted average number of shares (diluted)
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
Number of shares
|
Number of shares
|
|||||||
Weighted average number of
shares at 31 December
|
121,071,209,646
|
121,071,209,646
|
||||||
Weighted average number of
shares (diluted) at 31 December
|
121,071,209,646
|
121,071,209,646
|
8.6.4 |
Dividends
|
Year ended 31December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Dividends declared and paid during the year of
RMB 0.16 per share (2017: RMB 0.10 per share)
|
19,371
|
12,107
|
||||||
Dividends declared after the balance sheet date of
RMB 0.26 per share (2017: RMB 0.40 per share)
|
31,479
|
48,428
|
||||||
50,850
|
60,535
|
Year ended 31December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Final cash dividends in respect of the previous
financial year, approved during the year of
RMB 0.40 per share (2017: RMB 0.17 per share)
|
48,428
|
20,582
|
8.6.5 |
Trade Accounts Receivable and Bills Receivable
|
31 December
|
31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Amounts due from third parties
|
50,108
|
56,203
|
||||||
Amounts due from Sinopec Group Company and
fellow subsidiaries
|
3,170
|
7,941
|
||||||
Amounts due from associates and joint ventures
|
4,321
|
4,962
|
||||||
57,599
|
69,106
|
|||||||
Less: Impairment losses for bad and doubtful debts
|
(606
|
)
|
(612
|
)
|
||||
Trade accounts receivable, net
|
56,993
|
68,494
|
||||||
Bills receivable
|
7,886
|
16,207
|
||||||
64,879
|
84,701
|
31 December
|
31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Within one year
|
64,317
|
83,984
|
||||||
Between one and two years
|
353
|
573
|
||||||
Between two and three years
|
124
|
43
|
||||||
Over three years
|
85
|
101
|
||||||
64,879
|
84,701
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Balance at 1 January
|
612
|
683
|
||||||
Provision for the year
|
83
|
49
|
||||||
Written back for the year
|
(77
|
)
|
(100
|
)
|
||||
Written off for the year
|
(19
|
)
|
(21
|
)
|
||||
Others
|
7
|
1
|
||||||
Balance at 31 December
|
606
|
612
|
8.6.6 |
Trade Accounts and Bills Payables
|
31 December
|
31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Amounts due to third parties
|
170,818
|
177,224
|
||||||
Amounts due to Sinopec Group Company and
fellow subsidiaries
|
9,142
|
13,350
|
||||||
Amounts due to associates and joint ventures
|
6,381
|
9,499
|
||||||
186,341
|
200,073
|
|||||||
Bills payable
|
6,416
|
6,462
|
||||||
Trade accounts and bills payables
measured at amortised cost
|
192,757
|
206,535
|
31 December
|
31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Within 1 month or on demand
|
182,763
|
195,189
|
||||||
Between 1 month and 6 months
|
6,670
|
8,076
|
||||||
Over 6 months
|
3,324
|
3,270
|
||||||
192,757
|
206,535
|
8.6.7 |
Segment Reporting
|
(1) |
Information of reportable segmental revenues, profits or losses, assets and liabilities
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Turnover
|
||||||||
Exploration and production
|
||||||||
External sales
|
93,499
|
69,168
|
||||||
Inter-segment sales
|
95,954
|
77,804
|
||||||
189,453
|
146,972
|
|||||||
Refining
|
||||||||
External sales
|
148,930
|
132,478
|
||||||
Inter-segment sales
|
1,109,088
|
874,271
|
||||||
1,258,018
|
1,006,749
|
|||||||
Marketing and distribution
|
||||||||
External sales
|
1,408,989
|
1,191,902
|
||||||
Inter-segment sales
|
5,224
|
3,962
|
||||||
1,414,213
|
1,195,864
|
|||||||
Chemicals
|
||||||||
External sales
|
457,406
|
373,814
|
||||||
Inter-segment sales
|
73,835
|
49,615
|
||||||
531,241
|
423,429
|
|||||||
Corporate and others
|
||||||||
External sales
|
716,789
|
533,108
|
||||||
Inter-segment sales
|
650,271
|
440,303
|
||||||
1,367,060
|
973,411
|
|||||||
Elimination of inter-segment sales
|
(1,934,372
|
)
|
(1,445,955
|
)
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Turnover
|
2,825,613
|
2,300,470
|
||||||
Other operating revenues
|
||||||||
Exploration and production
|
10,738
|
10,533
|
||||||
Refining
|
5,389
|
5,104
|
||||||
Marketing and distribution
|
32,424
|
28,333
|
||||||
Chemicals
|
15,492
|
14,314
|
||||||
Corporate and others
|
1,523
|
1,439
|
||||||
Other operating revenues
|
65,566
|
59,723
|
||||||
Turnover and other operating revenues
|
2,891,179
|
2,360,193
|
||||||
Result
|
||||||||
Operating (loss)/profit
|
||||||||
By segment
|
||||||||
Exploration and production
|
(10,107
|
)
|
(45,944
|
)
|
||||
Refining
|
54,827
|
65,007
|
||||||
Marketing and distribution
|
23,464
|
31,569
|
||||||
Chemicals
|
27,007
|
26,977
|
||||||
Corporate and Others
|
(9,293
|
)
|
(4,484
|
)
|
||||
Elimination
|
(3,634
|
)
|
(1,655
|
)
|
||||
Total segment operating profit
|
82,264
|
71,470
|
||||||
Share of profits from associates and
joint ventures
|
||||||||
Exploration and production
|
2,598
|
1,449
|
||||||
Refining
|
109
|
989
|
||||||
Marketing and distribution
|
3,155
|
2,945
|
||||||
Chemicals
|
6,298
|
9,621
|
||||||
Corporate and Others
|
1,814
|
1,521
|
||||||
Aggregate share of profits from associates
and joint ventures
|
13,974
|
16,525
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Investment income
|
||||||||
Exploration and production
|
(3
|
)
|
40
|
|||||
Refining
|
315
|
28
|
||||||
Marketing and distribution
|
43
|
90
|
||||||
Chemicals
|
596
|
86
|
||||||
Corporate and Others
|
920
|
18
|
||||||
Aggregate investment income
|
1,871
|
262
|
||||||
Net finance costs
|
1,001
|
(1,560
|
)
|
|||||
Profit before taxation
|
99,110
|
86,697
|
At 31 December
|
At 31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Assets
|
||||||||
Segment assets
|
||||||||
Exploration and production
|
321,686
|
343,404
|
||||||
Refining
|
271,356
|
273,123
|
||||||
Marketing and distribution
|
317,641
|
309,727
|
||||||
Chemicals
|
156,865
|
158,472
|
||||||
Corporate and Others
|
152,799
|
170,045
|
||||||
Total segment assets
|
1,220,347
|
1,254,771
|
||||||
Interest in associates and joint ventures
|
145,721
|
131,087
|
||||||
Available-for-sale financial assets
|
—
|
1,676
|
||||||
Financial assets at fair value through
other comprehensive income
|
1,450
|
—
|
||||||
Deferred tax assets
|
21,694
|
15,131
|
||||||
Cash and cash equivalents and time deposits
with financial institutions
|
167,015
|
165,004
|
||||||
Other unallocated assets
|
36,081
|
27,835
|
||||||
Total assets
|
1,592,308
|
1,595,504
|
||||||
Liabilities
|
||||||||
Segment liabilities
|
||||||||
Exploration and production
|
94,170
|
99,568
|
||||||
Refining
|
103,809
|
101,429
|
||||||
Marketing and distribution
|
159,536
|
164,101
|
||||||
Chemicals
|
37,413
|
35,293
|
||||||
Corporate and Others
|
144,216
|
117,781
|
||||||
Total segment liabilities
|
539,144
|
518,172
|
||||||
Short-term debts
|
29,462
|
55,338
|
||||||
Income tax payable
|
6,699
|
13,015
|
||||||
Long-term debts
|
51,011
|
55,804
|
||||||
Loans from Sinopec Group Company and
fellow subsidiaries
|
74,181
|
68,631
|
||||||
Deferred tax liabilities
|
5,948
|
6,466
|
||||||
Other unallocated liabilities
|
29,328
|
25,188
|
||||||
Total liabilities
|
735,773
|
742,614
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Capital expenditure
|
||||||||
Exploration and production
|
42,155
|
31,344
|
||||||
Refining
|
27,908
|
21,075
|
||||||
Marketing and distribution
|
21,429
|
21,539
|
||||||
Chemicals
|
19,578
|
23,028
|
||||||
Corporate and Others
|
6,906
|
2,398
|
||||||
117,976
|
99,384
|
|||||||
Depreciation, depletion and amortisation
|
||||||||
Exploration and production
|
60,331
|
66,843
|
||||||
Refining
|
18,164
|
18,408
|
||||||
Marketing and distribution
|
16,296
|
15,463
|
||||||
Chemicals
|
13,379
|
12,873
|
||||||
Corporate and Others
|
1,797
|
1,723
|
||||||
109,967
|
115,310
|
|||||||
Impairment losses on long-lived assets
|
||||||||
Exploration and production
|
4,274
|
13,556
|
||||||
Refining
|
353
|
1,894
|
||||||
Marketing and distribution
|
264
|
675
|
||||||
Chemicals
|
1,374
|
4,922
|
||||||
Corporate and Others
|
16
|
211
|
||||||
6,281
|
21,258
|
(2) |
Geographical information
|
Year ended 31 December
|
||||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
External sales
|
||||||||
Mainland China
|
2,119,580
|
1,758,365
|
||||||
Singapore
|
395,129
|
269,349
|
||||||
Others
|
376,470
|
332,479
|
||||||
2,891,179
|
2,360,193
|
31 December
|
31 December
|
|||||||
2018
|
2017
|
|||||||
RMB million
|
RMB million
|
|||||||
Non-current assets
|
||||||||
Mainland China
|
989,668
|
979,329
|
||||||
Others
|
50,892
|
48,572
|
||||||
1,040,560
|
1,027,901
|
9. |
Repurchase, Sales and Redemption of Shares
|
10. |
Model Code for Securities Transactions by Directors
|
11. |
Compliance with Corporate Governance Code
|
12. |
Review of Annual Results
|
By Order of the Board
China Petroleum & Chemical Corporation
Huang Wensheng
Vice President and Secretary to the Board of Directors
|
# |
Executive Director
|
* |
Non-executive Director
|
+ |
Independent Non-executive Director
|
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
|
CONTENTS
|
Definitions
|
1
|
||
Letter from the Board
|
2
|
||
I.
|
Introduction
|
2
|
|
II.
|
Proposed Amendments to the Articles of Association
|
3
|
|
III.
|
Recommendation of the Board
|
5
|
|
IV.
|
Annual General Meeting
|
5
|
|
Notice of the Annual General Meeting for the year 2018
|
6
|
DEFINITIONS
|
“Amendments” |
proposed amendments to the Articles of Association;
|
“Articles of Association” |
the articles of
association of Sinopec Corp. as amended, revised or supplemented from time to time;
|
“A Share(s)” |
domestic shares with nominal value of RMB1.00 each in the share capital of Sinopec Corp. which are
listed on the Shanghai Stock Exchange;
|
“A Shareholder(s)” |
holders of A Share(s);
|
“Annual General Meeting” / “AGM” |
the annual general meeting of Sinopec Corp. for 2018 to be held at Crowne Plaza Beijing Chaoyang
U-Town, No. 3 Sanfeng North Area, Chaoyang District, Beijing, PRC on Thursday, 9 May 2019 at 9:00 a.m.;
|
“Board” |
the board of directors of Sinopec Corp.;
|
“Company” / “Sinopec Corp.” |
China Petroleum &
Chemical Corporation, a joint stock limited company incorporated in the PRC with limited liability;
|
“Director(s)” |
the director(s) of Sinopec Corp.;
|
“H Share(s)” |
overseas listed foreign shares with nominal value of RMB1.00 each in the share capital of Sinopec
Corp. which are listed on the Stock Exchange and traded in Hong Kong dollars;
|
“H Shareholder(s)” |
holders of H Share(s);
|
“Hong Kong” |
the Hong Kong Special Administrative Region of the PRC;
|
“Hong Kong Listing Rules” |
The Rules Governing
the Listing of Securities on the Stock Exchange of Hong Kong Limited;
|
“PRC” or “China” |
the People’s Republic of China;
|
“RMB” |
Renminbi, the lawful currency of PRC;
|
“Share(s)” |
ordinary shares in the share capital of Sinopec Corp. with a nominal value of RMB1.00 each,
comprising the A Shares and the H Shares;
|
“Shareholder(s)” |
holder(s) of the Company’s Share(s);
|
“Stock Exchange” |
The Stock Exchange of Hong Kong Limited;
|
LETTER FROM THE BOARD
|
Executive Directors:
|
Registered Office:
|
|
Ma Yongsheng
|
22 Chaoyangmen North Street
|
|
Ling Yiqun
|
Chaoyang District
|
|
Liu Zhongyun
|
Beijing 100728
|
|
PRC
|
I. |
INTRODUCTION
|
LETTER FROM THE BOARD
|
II. |
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
|
No. of Article
|
Original Article
|
Amended Article
|
Article 4
|
The Company is a joint stock limited company established in
accordance with the Company Law, the Special Regulations and other relevant laws and administrative regulations of the State. The Company was established by way of promotion with the approval of the State Economic and Trade Commission of
the People’s Republic of China (“PRC”), as evidenced by approval document “Approval in relation to the Agreement to Establish China Petroleum and Chemical Corporation” (Guo Jing Mao Qi Gai [2000] No. [154]). It is registered with and has
obtained a business license from China’s State Administration Bureau of Industry and Commerce on 25 February 2000 in the People’s Republic of China (The “China”, for the purpose of this Articles of Association and its appendices,
excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The Company’s business license number is: 100000000032985.
The promoter of the Company is: China Petrochemical Corporation.
|
The Company is a joint stock limited company established in
accordance with the Company Law, the Special Regulations and other relevant laws and administrative regulations of the State. The Company was established by way of promotion with the approval of the State Economic and Trade Commission of
the People’s Republic of China (“PRC”), as evidenced by approval document “Approval in relation to the Agreement to Establish China Petroleum and Chemical Corporation” (Guo Jing Mao Qi Gai [2000] No. [154]). It is registered with and has
obtained a business license from China’s State Administration Bureau of Industry and Commerce on 25 February 2000 in the People’s Republic of China (The “China”, for the purpose of this Articles of Association and its appendices,
excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan). The Company’s business license number is: 100000000032985.
The promoter of the Company is: China Petrochemical
Corporation.
|
LETTER FROM THE BOARD
|
No. of Article
|
Original Article
|
Amended Article
|
Article 20
|
With the approval of the examination and approval department
authorized by the State Council, the Company may issue 6,880,000 shares, all of which were issued to China Petrochemical Corporation, the promoter of the Company, representing 100% of the issued ordinary shares of the Company at that
time, China Petrochemical Corporation satisfied its investment by valued assets, and such capital injection was duly made upon the establishment of the company.
|
With the approval of the examination and approval department
authorized by the State Council, the Company may issue 6,880,000 shares, all of which were issued to China Petrochemical Corporation, the promoter of the Company, representing 100% of the issued ordinary shares of the Company at that
time, China Petrochemical Corporation satisfied its investment by valued assets, and such capital injection was duly made upon the establishment of the company.
|
Article 21
|
The Company, with the approval of China Securities Regulatory
Commission on 24 August 2000, issued to the overseas investors 16,780,488,000 H shares (out of these, 15,102,439,000 shares are new issue shares of the Company and 1,678,049,000 shares are stock shares sold by the promoter, China
Petrochemical Corporation) for the first time, and got listed in The Stock Exchange of Hong Kong Limited in October 2000; on 20 June 2001, with the approval of China Securities Regulatory Commission, the Company issued to the domestic
investors 2,800,000,000 A shares for the first time and got listed at Shanghai Stock Exchange on 8 August 2001. The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company
is 121,071,209,646 shares, among which, 95,557,771,046 shares representing 78.93% of the total number of issued ordinary shares of the Company are held by the holders of domestic-listed domestic-invested A shares; and 25,513,438,600
shares representing 21.07% are held by the holder of foreign-listed foreign- invested H shares.
|
The Company, with the approval of China Securities Regulatory
Commission on 24 August 2000, issued to the overseas investors 16,780,488,000 H shares (out of these, 15,102,439,000 shares are new issue shares of the Company and 1,678,049,000 shares are stock shares sold by the promoter, China
Petrochemical Corporation) for the first time, and got listed in The Stock Exchange of Hong Kong Limited in October 2000; on 20 June 2001, with the approval of China Securities Regulatory Commission, the Company issued to the domestic
investors 2,800,000,000 A shares for the first time and got listed at Shanghai Stock Exchange on 8 August 2001. The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company
is 121,071,209,646 shares, among which, 95,557,771,046 shares representing78.93% of the total number of issued ordinary shares of the Company are held by the holders of domestic-listed domestic-invested A shares; and 25,513,438,600 shares
representing 21.07% are held by the holder of foreign-listed foreign- invested H shares.
|
LETTER FROM THE BOARD
|
III. |
RECOMMENDATION OF THE BOARD
|
IV. |
ANNUAL GENERAL MEETING
|
By Order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President and Secretary to the Board
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
1. |
To consider and approve the Report of the Board of Directors of Sinopec Corp. (the “Board”) for 2018.
|
2. |
To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for 2018.
|
3. |
To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2018 prepared by
PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
|
4. |
To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2018.
|
5. |
To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2019.
|
6. |
To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external
auditors of Sinopec Corp. for the year 2019, and to authorise the Board to determine their remunerations.
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
7. |
To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s):
|
8. |
To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp.:
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
(1) |
To authorise the Board (or the directors authorised by the Board) to allot, issue and deal with shares or securities convertible
into such shares, options, warrants or similar rights to subscribe for any A Shares or H Shares of Sinopec Corp. (“Similar Rights”)
not exceeding 20% of the existing A Share and H Shares in issue at the time when this resolution is passed at the Annual General Meeting. However, notwithstanding the obtaining of the general mandate by the Board, any issue of A
Shares needs shareholders’ approval at a general meeting in accordance with the relevant laws and regulations of the People’s Republic of China (“PRC”).
|
(2) |
Subject to paragraphs (3) and (4) and pursuant to the PRC Company Law and the listing rules of the relevant stock exchanges (as
amended from time to time), the exercise by the Board (or the directors authorised by the Board) of all the powers of Sinopec Corp. granted by the general and unconditional mandate to allot, issue and deal with A Shares and/or H
Shares or Similar Rights and to determine the terms and conditions for the allotment and issuance of new shares or Similar Rights including the following terms:
|
(a) |
class and number of new shares to be issued;
|
(b) |
price determination method of new shares and/or issue price (including price range);
|
(c) |
the starting and closing dates for the issue;
|
(d) |
class and number of the new shares to be issued to existing shareholders; and/or
|
(e) |
the making or granting of offers, agreements, options, convertible rights or Similar Rights which might require the exercise of
such powers.
|
(3) |
The aggregate nominal amount of new A Shares and H Shares allotted, issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board (or the directors authorised by the Board) pursuant to the approval in paragraph (2), other than issue of shares by
conversion of the surplus reserve into share capital in accordance with the PRC Company Law and the Articles of Association, shall not exceed 20% of each class of the existing A Shares and H Shares in issue at the time when this
resolution is passed at the Annual General Meeting.
|
(4) |
In exercising the powers granted in paragraph (2),
the Board (or the directors authorised by the Board) must (i) comply with the PRC Company Law and the relevant regulations stipulated (as amended from time to time) by the places where Sinopec Corp. is listed; and (ii) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.
|
(5) |
The Board (or the directors authorised by the Board), subject to the approval of the relevant authorities of the PRC and in
accordance with the relevant laws, regulations and rules stipulated by the places where Sinopec Corp. is listed and the PRC Company Law, be and is hereby authorised to increase the registered capital of Sinopec Corp. to the required
amount upon the exercise of the powers pursuant to paragraph (2) above.
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
(6) |
To authorise the Board (or the directors authorised by the Board) to sign the necessary documents, complete the necessary
formalities and take other necessary steps to complete the allotment and issue and listing of new shares, provided the same do not violate the relevant laws, administrative regulations, listing rules of the relevant stock exchanges
and the Articles of Association.
|
(7) |
Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) is hereby authorised
to make appropriate and necessary amendments to the Articles of Association after completion of the allotment and issuance of new shares according to the method, type and number of the allotment and issue of new shares by Sinopec
Corp. and the actual situation of the shareholding structure of Sinopec Corp. at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital
of Sinopec Corp. pursuant to the exercise of this General Mandate.
|
(8) |
The above general mandate will be granted from the date of passing this special resolution at the AGM and will expire on the
earliest among (“Relevant Period”):
|
(i) |
the conclusion of the next annual general meeting of Sinopec Corp.;
|
(ii) |
twelve months from the date of passing this resolution at the AGM; and
|
(iii) |
the revocation or variation of the General Mandate granted under this resolution by special resolution of the shareholders in a
general meeting.
|
9 |
To consider and approve the resolution in relation to the amendments to the Articles of Association and authorise the secretary to
the Board to represent Sinopec Corp. in handling the relevant formalities for application, approval, disclosure, registration and filing requirements for such amendments (including textual amendments in accordance with the
requirements of the relevant regulatory authorities).
|
By Order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President and Secretary to the Board of Directors
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
I. |
Attendees of Annual General
Meeting
|
1. |
Eligibility for attending the
Annual General Meeting
|
2. |
Proxy
|
(1) |
A member eligible to attend and vote at Annual General Meeting is entitled to appoint, in written form, one or more proxies to
attend and vote on its behalf. A proxy need not be a shareholder of Sinopec Corp.
|
(2) |
A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorised in writing. If the
form of proxy is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or other authorisation document(s) must be notarised.
|
(3) |
To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form
of proxy must be delivered to the statutory address of Sinopec Corp. not less than 24 hours before the designated time for holding the Annual General Meeting (i.e. before 9:00 a.m. 8 May 2019 Hong Kong time). Holders of A Shares shall
deliver the relevant document(s) to Sinopec Corp. Board Secretariat (the address is 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, PRC). Holder(s) of H Shares shall deliver the relevant document(s) to the Hong Kong
Registrars Limited (the address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong).
|
(4) |
Shareholders or their proxies may exercise the right to vote by poll.
|
3. |
The directors, supervisors and senior management of Sinopec Corp.
|
4. |
Legal advisors of Sinopec Corp.
|
5. |
Others.
|
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2018
|
II. |
Registration procedures for attending the Annual General
Meeting
|
1. |
A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its
legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other
governing body of such shareholder appointing such persons to attend the meeting.
|
2. |
Holders of H Shares and A Shares intending to attend the Annual General Meeting should return the reply slip for attending the
Annual General Meeting to Sinopec Corp. Board Secretariat during hours between 9:00 a.m. and 11:30 a.m., 2:00 p.m. and 4:30 p.m. on every business day on or before Friday, 19 April 2019 in person, by post or by fax.
|
3. |
Closure of Register of Members. The H Share register of members of Sinopec Corp. will be closed from Tuesday, 9 April 2019 to
Thursday, 9 May 2019 (both days inclusive).
|
III. |
Miscellaneous
|
1. |
The Annual General Meeting will not last for more than one working day. Shareholders who attend shall bear their own travelling
and accommodation expenses.
|
2. |
The address of the Share Registrar for A Shares of Sinopec Corp., China Securities Registration and Clearing Company Limited
Shanghai Branch Company is: 166 Lujiazuidong Road, Pudong District, Shanghai.
|
3. |
The address of the Share Registrar of H Shares of Sinopec Corp., Hong Kong Registrars Limited is: Shops 1712-1716, 17/F, Hopewell
Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.
|
4. |
The contacts for the AGM is:
|
Number of shares
related to this proxy form (Note 2)
|
I (We)(note 1)
|
of
|
being the holder(s) of
|
H Share(s)(note 2) of RMB1.00 each of China
|
Petroleum & Chemical Corporation (“Sinopec
Corp.” or the “Company”) now appoint
|
of
|
(I.D. No.:
|
Tel. No.:
|
)/ the chairman of the
|
2018 AGM
|
|||
No.
|
By way of non-cumulative voting
|
For(note 4)
|
Against
(note 4)
|
1.
|
To consider and approve the Report of the Board of Directors of Sinopec Corp. (the “Board”) for 2018.
|
||
2.
|
To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for 2018.
|
||
3.
|
To consider and approve the audited financial reports of Sinopec Corp. for the year
ended 31 December 2018 prepared by PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
|
||
4.
|
To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2018.
|
||
5.
|
To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year
2019.
|
||
6.
|
To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP
and PricewaterhouseCoopers as the external auditors of Sinopec Corp. for the year 2019, and to authorise the Board to determine their remunerations.
|
||
7.
|
To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s).
|
||
8.
|
To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares
of Sinopec Corp.
|
||
9.
|
To consider and approve the resolution in relation to the amendments to the Articles
of Association and authorise the secretary to the Board to represent Sinopec Corp. in handling the relevant formalities for application, approval, disclosure, registration and filing requirements for such amendments (including textual
amendments in accordance with the requirements of the relevant regulatory authorities).
|
Date:
|
2019
|
Signature(s):
|
(note 5)
|
1. |
Please insert full name(s) and address(es) in BLOCK LETTERS.
|
2. |
Please insert the number of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form
of proxy will be deemed to relate to all of the shares in the capital of Sinopec Corp. registered in your name(s).
|
3. |
Please insert the name and address of your proxy. If this is left blank, the chairman of the AGM will act as your proxy. One or
more proxies, who may not be member(s) of Sinopec Corp., may be appointed to attend and vote in the AGM provided that such proxies must attend the AGM in person on your behalf. Any alteration made to this proxy form must be signed by
the signatory.
|
4. |
Attention: If you wish to vote FOR any resolution, please indicate with a “F” in the appropriate space under “For”. If you wish to vote AGAINST any resolution, please indicate with a “F” in the appropriate space under
“Against”. In the absence of any such indication, the proxy may vote or abstain at his discretion. Pursuant to the articles of association of Sinopec Corp., the shares withheld or abstained from voting will not be counted in the
calculation of the vote with voting right.
|
5. |
This form of proxy must be signed under hand by you or your attorney duly authorised in writing on your behalf. If the appointor is
a legal person, this form must be signed under its common seal or under hand by any directors or agents duly appointed by such corporation.
|
6. |
Resolutions 7, 8 and 9 are special resolutions, the others are ordinary resolutions.
|
7. |
In the case of joint holders of shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect
of such share as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting in person or by proxy, the vote of the person whose name stands first on the register of members of Sinopec
Corp. in respect of such share shall be accepted.
|
8. |
This form of proxy together with the power of attorney or other authorisation document(s) which have been notarised must be
delivered by the holder of H Shares to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong at least 24 hours before the time designated for the holding of the AGM (ie. before 9:00 a.m., 8 May
2019 Hong Kong time). If the original copy of this proxy form is not received by such time, the shareholder can be deemed as having not attended the AGM and the relevant proxy form can be deemed as void.
|
I(We)(note 1)
|
Shareholder Signature (seal)
|
|
ID No. (Business License No.)
|
|
Number of shares held
|
|
Address
|
|
Tel. No.
|
|
Date (year/month/day)
|
|
Proposed questions list
(a separate sheet can be appended)
|
1. |
Please insert full name(s) (in Chinese or in English) in BLOCK LETTERS (must match the name in the share register of Sinopec
Corp.).
|
2. |
The completed and signed reply slip should be delivered to Sinopec Corp. Board Secretariat in person, by post or by fax during
hours between 9:00 a.m. and 11:30 a.m., and 2:00 p.m. and 4:30 p.m. on every business day on or before Friday, 19 April 2019. Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from
attending the AGM.
|
1. |
To consider and approve the Report of the Board of Directors of Sinopec Corp. (the “Board”) for 2018.
|
2. |
To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for 2018.
|
3. |
To consider and approve the audited financial reports of Sinopec Corp. for the year ended 31 December 2018 prepared by
PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers.
|
4. |
To consider and approve the profit distribution plan of Sinopec Corp. for the year ended 31 December 2018.
|
5. |
To authorise the Board to determine the interim profit distribution plan of Sinopec Corp. for the year 2019.
|
6. |
To consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP and PricewaterhouseCoopers as the external
auditors of Sinopec Corp. for the year 2019, and to authorise the Board to determine their remunerations.
|
7. |
To authorise the Board to determine the proposed plan for issuance of debt financing instrument(s):
|
8. |
To grant to the Board a general mandate to issue new domestic shares and/or overseas-listed foreign shares of Sinopec Corp.:
|
(1) |
To authorise the Board (or the directors authorised by the Board) to allot, issue and deal with shares or securities convertible
into such shares, options, warrants or similar rights to subscribe for any A Shares or H Shares of Sinopec Corp. (“Similar Rights”)
not exceeding 20% of the existing A Share and H Shares in issue at the time when this resolution is passed at the Annual General Meeting. However, notwithstanding the obtaining of the general mandate by the Board, any issue of A
Shares needs shareholders’ approval at a general meeting in accordance with the relevant laws and regulations of the People’s Republic of China (“PRC”).
|
(2) |
Subject to paragraphs (3) and (4) and pursuant to the PRC Company Law and the listing rules of the relevant stock exchanges (as
amended from time to time), the exercise by the Board (or the directors authorised by the Board) of all the powers of Sinopec Corp. granted by the general and unconditional mandate to allot, issue and deal with A Shares and/or H
Shares or Similar Rights and to determine the terms and conditions for the allotment and issuance of new shares or Similar Rights including the following terms:
|
(a) |
class and number of new shares to be issued;
|
(b) |
price determination method of new shares and/or issue price (including price range);
|
(c) |
the starting and closing dates for the issue;
|
(d) |
class and number of the new shares to be issued to existing shareholders; and/or
|
(e) |
the making or granting of offers, agreements, options, convertible rights or Similar Rights which might require the exercise of
such powers.
|
(3) |
The aggregate nominal amount of new A Shares and H Shares allotted, issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with (whether pursuant to an option or otherwise) by the Board (or the directors authorised by the Board) pursuant to the approval in paragraph (2), other than issue of shares by
conversion of the surplus reserve into share capital in accordance with the PRC Company Law and the Articles of Association, shall not exceed 20% of each class of the existing A Shares and H Shares in issue at the time when this
resolution is passed at the Annual General Meeting.
|
(4) |
In exercising the powers granted in paragraph (2), the Board (or the directors authorised by the Board) must (i) comply with the
PRC Company Law and the relevant regulations stipulated (as amended from time to time) by the places where Sinopec Corp. is listed; and (ii) obtain approval from China Securities Regulatory Commission and other relevant PRC government
departments.
|
(5) |
The Board (or the directors authorised by the Board), subject to the approval of the relevant authorities of the PRC and in
accordance with the relevant laws, regulations and rules stipulated by the places where Sinopec Corp. is listed and the PRC Company Law, be and is hereby authorised to increase the registered capital of Sinopec Corp. to the required
amount upon the exercise of the powers pursuant to paragraph (2) above.
|
(6) |
To authorise the Board (or the directors authorised by the Board) to sign the necessary documents, complete the necessary
formalities and take other necessary steps to complete the allotment and issue and listing of new shares, provided the same do not violate the relevant laws, administrative regulations, listing rules of the relevant stock exchanges
and the Articles of Association.
|
(7) |
Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) is hereby authorised
to make appropriate and necessary amendments to the Articles of Association after completion of the allotment and issuance of new shares according to the method, type and number of the allotment and issue of new shares by Sinopec
Corp. and the actual situation of the shareholding structure of Sinopec Corp. at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital
of Sinopec Corp. pursuant to the exercise of this General Mandate.
|
(8) |
The above general mandate will be granted from the date of passing this special resolution at the AGM and will expire on the
earliest among (“Relevant Period”):
|
(i) |
the conclusion of the next annual general meeting of Sinopec Corp.;
|
(ii) |
twelve months from the date of passing this resolution at the AGM; and
|
(iii) |
the revocation or variation of the General Mandate granted under this resolution by special resolution of the shareholders in a
general meeting.
|
9. |
To consider and approve the resolution in relation to the amendments to the Articles of Association and authorise the secretary to
the Board to represent Sinopec Corp. in handling the relevant formalities for application, approval, disclosure, registration and filing requirements for such amendments (including textual amendments in accordance with the
requirements of the relevant regulatory authorities).
|
By Order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President and Secretary to the Board of Directors
|
I. |
Attendees of Annual General
Meeting
|
1. |
Eligibility for attending the
Annual General Meeting
|
2. |
Proxy
|
(1) |
A member eligible to attend and vote at Annual General Meeting is entitled to appoint, in written form, one or more proxies to
attend and vote on its behalf. A proxy need not be a shareholder of Sinopec Corp.
|
(2) |
A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorised in writing. If the
form of proxy is signed by the attorney of the appointer, the power of attorney authorising that attorney to sign or other authorisation document(s) must be notarised.
|
(3) |
To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form
of proxy must be delivered to the statutory address of Sinopec Corp. not less than 24 hours before the designated time for holding the Annual General Meeting (i.e. before 9:00 a.m. 8 May 2019 Hong Kong time). Holders of A Shares shall
deliver the relevant document(s) to Sinopec Corp. Board Secretariat (the address is 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, PRC). Holder(s) of H Shares shall deliver the relevant document(s) to the Hong Kong
Registrars Limited (the address is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong).
|
(4) |
Shareholders or their proxies may exercise the right to vote by poll.
|
3. |
The directors, supervisors and senior management of Sinopec Corp.
|
4. |
Legal advisors of Sinopec Corp.
|
5. |
Others.
|
II. |
Registration procedures for
attending the Annual General Meeting
|
1. |
A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its
legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the Annual General Meeting by producing a copy of the resolution of the board of directors or other
governing body of such shareholder appointing such persons to attend the meeting.
|
2. |
Holders of H Shares and A Shares intending to attend the Annual General Meeting should return the reply slip for attending the
Annual General Meeting to Sinopec Corp. Board Secretariat during hours between 9:00 a.m. and 11:30 a.m., 2:00 p.m. and 4:30 p.m. on every business day on or before Friday, 19 April 2019 in person, by post or by fax.
|
3. |
Closure of Register of Members. The H Share register of members of Sinopec Corp. will be closed from Tuesday, 9 April 2019 to
Thursday, 9 May 2019 (both days inclusive).
|
III. |
Miscellaneous
|
1. |
The Annual General Meeting will not last for more than one working day. Shareholders who attend shall bear their own travelling
and accommodation expenses.
|
2. |
The address of the Share Registrar for A Shares of Sinopec Corp., China Securities Registration and Clearing Company Limited
Shanghai Branch Company is: 166 Lujiazuidong Road, Pudong District, Shanghai.
|
3. |
The address of the Share Registrar of H Shares of
Sinopec Corp., Hong Kong Registrars Limited is: Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai,
Hong Kong.
|
4. |
The contacts for the AGM is:
|
By order of the Board
|
|
China Petroleum & Chemical Corporation
|
|
Huang Wensheng
|
|
Vice President, Secretary to the Board
|