SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2017-04-24 | Period of Report: 2016-12-31 SEC Accession No. 0001341004-17-000262 (HTML Version on secdatabase.com) FILER CHINA PETROLEUM & CHEMICAL CORP Mailing Address Business Address 22 CHAOYANGMEN NORTH 22 CHAOYANGMEN NORTH CIK:1123658| IRS No.: 000000000 | Fiscal Year End: 1231 STREET STREET Type: 20-F | Act: 34 | File No.: 001-15138 | Film No.: 17778454 CHAOYANG DISTRICT CHAOYANG DISTRICT SIC: 2911 Petroleum refining BEIJING CHINA F4 100728 BEIJING F4 100728 861059960028 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________ FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT ………………. FOR THE TRANSACTION PERIOD FORM ____________ TO __________ COMMISSION FILE NUMBER 1-15138 ___________________________ 中国石油化工股份有限公司 CHINA PETROLEUM & CHEMICAL CORPORATION (Exact name of Registrant as specified in its charter) ____________________________ The People’s Republic of China (Jurisdiction of incorporation or organization) ____________________________ 22 Chaoyangmen North Street Chaoyang District, Beijing, 100728 The People’s Republic of China (Address of principal executive offices) ____________________________ Mr. Huang Wensheng 22 Chaoyangmen North Street Chaoyang District, Beijing, 100728 The People’s Republic of China Tel: +86 (10) 5996 0028 Fax: +86 (10) 5996 0386 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) 1 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities registered or to be registered pursuant to Section 12 (b) of the Act. Name of Each Exchange Title of Each Class On Which Registered American Depositary Shares, each representing 100 H Shares of par value RMB 1.00 per share New York Stock Exchange, Inc. H Shares of par value RMB 1.00 per share New York Stock Exchange, Inc.* * Not for trading, but only in connection with the registration of American Depository Shares. Securities registered or to be registered pursuant to Section 12 (g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15 (d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. H Shares, par value RMB 1.00 per share 25,513,438,600 A Shares, par value RMB 1.00 per share 95,557,771,046 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No__ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes __ No X Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No__ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)* Yes__ No__ *This requirement does not apply to the registrant in respect of this filing. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer X Accelerated filer __ Non-accelerated filer __ Emerging growth company __ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ___ International Financial Reporting Standards X Other _____ as issued by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17__ Item 18__ 2 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. * Yes__ No__ *This requirement does not apply to the registrant in respect of this filing. 3 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Page ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 10 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 10 ITEM 3. KEY INFORMATION 10 A. SELECTED FINANCIAL DATA 10 B. CAPITALIZATION AND INDEBTEDNESS 11 C. REASONS FOR THE OFFER AND USE OF PROCEEDS 11 D. RISK FACTORS 11 ITEM 4. INFORMATION ON THE COMPANY 20 A. HISTORY AND DEVELOPMENT OF THE COMPANY 20 B. BUSINESS OVERVIEW 21 C. ORGANIZATIONAL STRUCTURE 38 D. PROPERTY, PLANT AND EQUIPMENT 38 ITEM 4A. UNRESOLVED STAFF COMMENTS 39 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 39 A. GENERAL 39 B. CONSOLIDATED RESULTS OF OPERATIONS 42 C. DISCUSSIONS ON RESULTS OF SEGMENT OPERATIONS 47 D. LIQUIDITY AND CAPITAL RESOURCES 55 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 58 A. DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 58 B. COMPENSATION 63 C. BOARD PRACTICE 64 D. EMPLOYEES 65 E. SHARE OWNERSHIP 66 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 66 A. MAJOR SHAREHOLDERS 66 B. RELATED PARTY TRANSACTIONS 67 C. INTERESTS OF EXPERTS AND COUNSEL 68 4 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 8. FINANCIAL INFORMATION 68 A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION 68 B. SIGNIFICANT CHANGES 68 ITEM 9. THE OFFER AND LISTING 69 A. OFFER AND LISTING DETAILS 69 ITEM 10. ADDITIONAL INFORMATION 70 A. SHARE CAPITAL 70 B. MEMORANDUM AND ARTICLES OF ASSOCIATION 70 C. MATERIAL CONTRACTS 77 D. EXCHANGE CONTROLS 77 E. TAXATION 78 F. DIVIDENDS AND PAYING AGENTS 82 G. STATEMENT BY EXPERTS 82 H. DOCUMENTS ON DISPLAY 82 I. SUBSIDIARY INFORMATION 82 ITEM 11. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK 82 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 86 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 87 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 87 PROCEEDS A. MATERIAL MODIFICATIONS TO THE RIGHTS TO SECURITIES HOLDERS 87 B. USE OF PROCEEDS 87 ITEM 15. CONTROLS AND PROCEDURES 88 ITEM 16. RESERVED 88 ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT 88 ITEM 16B. CODE OF ETHICS 88 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 89 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 89 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 89 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 89 5 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 16G. COMPARISON OF NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE RULES AND 89 CHINA CORPORATE GOVERNANCE RULES FOR LISTED COMPANIES ITEM 16H. MINE SAFETY DISCLOSURE 93 ITEM 17. FINANCIAL STATEMENTS 93 ITEM 18. FINANCIAL STATEMENTS 93 ITEM 19. EXHIBITS 93 6 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CERTAIN TERMS AND CONVENTIONS Definitions Unless the context otherwise requires, references in this annual report to: · “Sinopec Corp.”, “we”, “our” and “us” are to China Petroleum & Chemical Corporation, a PRC joint stock limited company, and its subsidiaries; · “Sinopec Group Company” are to our controlling shareholder, China Petrochemical Corporation, a PRC limited liability company; · “Sinopec Group” are to the Sinopec Group Company and its subsidiaries other than Sinopec Corp.