UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) | |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(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 | |
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 TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER:
中国石油化工股份有限公司
(Exact name of Registrant as specified in its charter)
The People’s Republic of
(Jurisdiction of incorporation or organization)
The People’s Republic of
(Address of principal executive offices)
The People’s Republic of
Tel: +
Fax: +
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12 (b) of the Act.
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange On Which Registered |
|
Securities registered or to be registered pursuant to Section 12 (g) of the Act.
American Depository Shares, each representing 100 H Shares of par value RMB1.00 per share*
H Shares of par value RMB1.00 per share (not for trading, but only in connection with the registration of American Depository Shares)
(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 RMB1.00 per share | |
A Shares, par value RMB1.00 per share |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
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 ☒
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.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
|
| ||
as issued by the International Accounting Standards Board ☒ | Other ☐ |
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
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
(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.
Table of Contents
i
CERTAIN TERMS AND CONVENTIONS
Definitions
Unless the context otherwise requires, references in this annual report to:
| ● | “Sinopec Corp.,” “Company,” “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. and its subsidiaries; |
| ● | “provinces” are to provinces and to provincial-level autonomous regions and municipalities in China which are directly under the supervision of the central PRC government; |
| ● | “RMB” are to Renminbi, the currency of the PRC; |
| ● | “HK$” are to Hong Kong dollar, the currency of the Hong Kong Special Administrative Region of the PRC; and |
| ● | “US$” are to US dollars, the currency of the United States of America. |
Conversion Conventions
Unless otherwise specified, conversion of crude oil from tonnes to barrels are made at a rate of one tonne to 7.10 barrels for crude oil we produced domestically and one tonne to 7.20, 7.22 and 7.26 barrels for the years ended December 31, 2020, 2021 and 2022, respectively, for crude oil produced overseas. Conversions of natural gas from cubic meters to cubic feet are made at a rate of one cubic meter to 35.31 cubic feet; and 6,000 cubic feet of natural gas is converted to one BOE.
Glossary of Technical Terms
Unless otherwise indicated in the context, references to:
| ● | “BOE” are to barrels-of-oil equivalent. |
| ● | “comprehensive processing capacity of oil refining” are to the maximum capacity to process crude oil of a refinery when operating without bottlenecks during the entire process, which is calculated at, under the conditions of relatively satisfactory economic performance of the production solution, satisfactory product quality, compliance with pollutant emission standards, and bottleneck-free production operations, among others, the maximum crude oil processing capacity of a calibrated refinery when operating through full-process configurated refining units, utilities and supporting facilities; the calculation of the processing capacity assumes 8,400 working hours per year. |
| ● | “rated capacity” are to the output capacity of a given production unit or, where appropriate, the throughput capacity, calculated by estimating the number of days in a year that such production unit is expected to operate, excluding downtime for regular maintenance, and multiplying that number by an amount equal to the unit’s optimal daily output or throughput, as the case may be. |
1
CURRENCIES AND EXCHANGE RATES
We publish our financial statements in Renminbi. Unless otherwise indicated, all translations from Renminbi to US dollars in this annual report were made at RMB6.7261 to US$1.00, the average of mid-point exchange rates of Renminbi as published by the PRC State Administration of Foreign Exchange (SAFE) for the year of 2022. We do not suggest that the Renminbi or US dollar amount can be converted to US dollars or Renminbi, as appropriate, at this exchange rate or any specific exchange rate.
FORWARD-LOOKING STATEMENTS
This annual report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this annual report that address activities, events or developments which we expect or anticipate will or may occur in the future are hereby identified as forward-looking statements for the purpose of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words such as believe, intend, expect, anticipate, project, estimate, predict, plan and similar expressions are also intended to identify forward-looking statements. These forward-looking statements address, among others, such issues as:
| ● | amount and nature of future exploration and development, |
| ● | future prices of and demand for our products, |
| ● | future earnings and cash flow, |
| ● | development projects and drilling prospects, |
| ● | future plans and capital expenditures, |
| ● | estimates of proved oil and gas reserves, |
| ● | exploration prospects and reserves potential, |
| ● | expansion and other development trends of the petroleum and petrochemical industry, |
| ● | production forecasts of oil and gas, |
| ● | expected production or processing capacities, including expected rated capacities and primary distillation capacities, of units or facilities not yet in operation, |
| ● | expansion and growth of our business and operations, |
| ● | our prospective operational and financial information, and |
| ● | the deregistration of our ADSs and H Shares under the U.S. securities regulations. |
These statements are based on assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in particular circumstances. However, whether actual results and developments will meet our expectations and predictions depends on a number of risks and uncertainties which could cause actual results to differ materially from our expectations, including the risks set forth in “Item 3. Key Information—D. Risk Factors” and the following:
| ● | fluctuations in crude oil and natural gas prices, |
| ● | fluctuations in the price of our refined oil and chemical products, |
| ● | failures or delays in achieving production from development projects, |
| ● | failures to receive crude oil and gas storage and transportation services subject to terms we agreed to, |
| ● | potential acquisitions and other business opportunities, |
| ● | general economic, market and business conditions, and |
| ● | other risks and factors beyond our control. |
Consequently, all of the forward-looking statements made in this annual report are qualified by these cautionary statements and readers are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements should be considered in light of the various important factors set forth above and elsewhere in this Form 20-F. In addition, we cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected effect on us or our business or operations.
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS |
Not applicable.
2
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
ITEM 3. | KEY INFORMATION |
A. | [RESERVED] |
B. | CAPITALIZATION AND INDEBTEDNESS |
Not applicable.
C. | REASONS FOR THE OFFER AND USE OF PROCEEDS |
Not applicable.
D. | RISK FACTORS |
Risks Relating to the PRC and the Delisting of Our ADSs
We voluntarily delisted from the NYSE which could reduce the liquidity and market price of our ADSs and underlying shares.
We have voluntarily delisted our ADS from listing on the NYSE and terminated our ADS program. While holders of ADSs have the right to return the ADSs to the depositary in exchange for our H shares, the delisting of ADSs and termination of ADS program had and will continue to have substantial negative impact on the liquidity of our ADSs and the rights of the ADS holders.
Additionally, we intend to file a Form 15F with the SEC to deregister our ADSs and the underlying H shares under the Exchange Act once we have met the criteria for deregistration. Thereafter, all of our reporting obligations under the Exchange Act will be terminated unless the Form 15F is subsequently withdrawn or denied. Deregistration of ADSs and termination of our reporting obligations under the Exchange Act are expected to become effective 90 days after the filing of Form 15F with the SEC.
Changes in government regulations and legislation may limit our activities and affect our business operations and the price of our securities, and result in risks that affect our future financing plans and securities offerings, the liquidity of our investors, and the enforcement of court judgment and shareholders’ rights.
We are a joint stock limited company incorporated in China, our controlling shareholder is Sinopec Group Company, which is in turn controlled by the State-owned Assets Supervision and Administration Commission of the State Council of China (“SASAC”). SASAC, in its capacity as a shareholder of Sinopec Group Company and pursuant to PRC laws and regulations including the Company Law and the Law on State-owned Assets in Enterprises as well as the articles of association of Sinopec Group Company, exercises the rights accorded to it as a shareholder, including the right to appoint non-employee representative directors of Sinopec Group Company. We are a publicly-traded company and our directors are elected at general meetings through cumulative voting in accordance with our articles of association. Shareholders who individually or jointly hold 3% or more of our total voting shares are entitled to nominate director candidates. Sinopec Group Company, as our controlling shareholder, may nominate directors at our general meetings pursuant to the Company Law of the PRC and our articles of association, but such nominees will only be appointed to our board with the approval of our shareholders. Our board of directors consists of executive directors, non-executive directors and independent non-executive directors. We have also established five special committees under our board of directors, each of which is in turn comprised, solely or partly, as appropriate, of our independent non-executive directors. In the course of our business operation, our management makes decisions with respect to our business strategies and operations in accordance with applicable laws and regulations, listing rules, and industrial policies based on procedures stipulated in our articles of association and other corporate governance documents and polices. All major corporate matters relating to our business operations are submitted for the approval by our directors. In order to safeguard the interest of all our shareholders, our directors review and approve matters relating to our operations and our management with due care, diligence and skill, and convene general meetings of shareholders and present certain matters to the shareholders for their approval, in each case in accordance with our articles of association. Because our business strategies are formulated, and our business operations are conducted, based on and pursuant to applicable laws and regulations and industrial policies, any changes thereto that bear on our business operations will likely have an impact on our business and our results of operations. In addition, as a state-controlled publicly-traded company, we are required to abide by laws and regulations relating to the management of and supervision over state-owned assets.
3
As a major integrated petroleum and petrochemical company operating in China, our business operations may be directly affected by new laws and regulations covering our industries that are enacted by the PRC government or the exercise of its supervisory power over our industries. The PRC government, while gradually liberalizing its regulations on entry into and operation in the petroleum and petrochemical industry and improving and developing the market-based regime – where the price of regular domestically-produced natural gas and imported pipeline natural gas is regulated, and the price of imported LNG, non-regular domestically-produced natural gas and natural gas traded via natural gas exchange is determined by the market – continues to exercise certain controls over such industry in China. These control mechanisms include granting the licenses to explore for and produce crude oil and natural gas, granting the licenses to market and distribute crude oil and refined oil products, setting periodically the upper limit of the retail prices for gasoline and diesel, collecting special oil income levies, deciding import and export quotas and procedures, setting safety, environmental and quality standards, and formulating policies to save energy and reduce emission. In addition, the PRC government may continue to make and adopt changes to its existing macroeconomic and industry policies for the petroleum and petrochemical industry, including further reforming and improvement of pricing mechanism of refined oil products and natural gas, which could impact the development of the petroleum and petrochemical industry in China and the production and operations of the market players in such industry. Our board of directors and management, when developing and formulating our business plan and operating strategies, are required to take into consideration those control mechanisms and industry policies, some of which may impose constraints and limitations on our business planning and strategy-making, and we cannot assure you there will not be material adverse effects on our operations and profitability. The Special Administrative Measures for Entry of Foreign Investment (Negative List) (2021 Version) currently in effect, or the Negative List, while requiring enterprises incorporated in China and operating in industries that are subject to foreign investment prohibition to obtain approval from relevant competent government authorities for their overseas securities offerings and listings, does not prohibit or impose restrictions on foreign investments in the petroleum and petrochemical industries. However, we cannot rule out the possibility that the PRC government may in the future amend and revise PRC laws and regulations in this area to advance new energy security policies. In addition, the Measures for the Security Review of Foreign Investments, which was issued by the PRC government and came into effect on January 18, 2021, provides that a foreign investor must seek the approval of the competent PRC regulatory authorities prior to investing in key energy and resources sectors that have national security implications where such investment will result in such investor obtaining actual control over the invested enterprises. The Measures for the Security Review of Foreign Investments also provides that PRC regulatory authorities should enact implementing rules applicable to the acquisition by foreign investors of publicly-traded securities of listed companies that have or may have national security consequences, and pending the enactment of such implementing rules, there are uncertainties as to whether there are restrictions on open-market purchase of our H shares by foreign investors under the said measures. Given that Sinopec Group Company, our controlling shareholder, held approximately 67.84% of our outstanding shares as of April 15, 2023, we do not expect any foreign investor will be able to obtain control in us by investing in our publicly-traded H shares. Meanwhile, other than approvals and filing processes required under prevailing PRC laws and regulations, our ability to transfer money or other assets out of China or enter into business transactions with non-Chinese parties in the ordinary course of our business have not been substantively affected by the Measures for the Security Review of Foreign Investments. If the PRC government, in keeping with its national security policy, promulgates new laws and regulations in the future to regulate and restrict our ability to enter into cross-border transactions or obtain foreign investments, we may be required to make adjustments to our operating and financing plans, which may in turn affect our business operations and financial position, and have material impacts on the value of our securities. If, in the future, foreign investments in petroleum and/or petrochemical industries in China become prohibited or restricted, investors in our securities may need to seek exit for their investments in accordance with applicable laws and regulations, which may result in a significant decline in the price of our securities and materially and adversely affect the value of the investments made by such foreign investors.
4
In light of the dynamic nature of the Chinese economy and the continuing evolvement of the PRC legal system, the PRC authorities may promulgate new laws and regulations regulating the petroleum and petrochemical industry, or overall investment and market activities in general. While certain legislative changes are required by law to go through review and comment procedures open to certain market participants or the general public, and to the extent that such changes are made to regulate our business operation, we may have the opportunity to participate in such review and comment procedures during the policy and rule-making process, we cannot assure you that the rules or policies finally adopted will be in our favor. The new regulations and policies or the amendment to the current ones may at times only afford a short period for transition or adjustment, and may influence the implementation of our established business plans and operation strategies, subject us to enhanced compliance scrutiny, result in more compliance costs and expenses, or otherwise adversely affect our business by requiring adjustments to our business plans and operations. For example, the PRC government has recently adopted, and may further adopt, stricter laws and regulations with respect to the environment protection and carbon emission, the compliance of which may lead to higher operating costs and expenses, and a prolonged project development timetable. As a result of those new or amended rules and policies, we may not have control over the timing or outcome of approvals of certain of our planned projects, and may encounter significant constraints on our ability to implement our business strategies, to develop or expand our business operations or to maximize our profitability, which could in turn adversely affect our operations by raising our operating costs and lowering our profits or otherwise impeding our efforts to improve our operational efficiency and profitability, and further adversely affect the market expectations of our business operations. Depending on the extent to which our operations are so affected, there may be a material change in our operations and the value of our securities.
Specifically, the PRC government has recently taken various legislative initiatives in the area of data security and to address market monopoly concerns. With respect to data security protection, the revised Measures for Cybersecurity Review took effect on February 15, 2022 and provides that (i) critical information infrastructures operators, or CIIOs, must evaluate potential risks that the deployment of any products and services will have on national security prior to the procurement of such products and services, and must apply for a cybersecurity review if such products and services affect or may affect national security, and “online platform operators” must apply for a cybersecurity review if any of their data processing activities affects or may affect national security, and (ii) if an “online platform operator” that is in possession of personal data of more than one million users intends to list its securities on a foreign stock exchange, it must apply for a cybersecurity review. However, the measures have not clarified if any follow-on offering of securities by us will be regulated as a “listing shares on a foreign stock exchange” or whether public companies already listed overseas would be subject to regular cybersecurity reviews. With respect to antimonopoly laws and regulations, the PRC Anti-monopoly Law prohibits monopolistic activities by market participants such as the entering into monopoly agreements, the abuse of dominant market position and anti-competitive activities that have or may have an effect of eliminating or reducing competition. In addition, the National Development and Reform Commission, the State Administration of Market Regulation and the Cyberspace Administration of China, or the CAC, among others, jointly issued the Several Opinions on Promotion of the Standardized, Sound and Sustainable Development of Platform Economy, which embodies legislative and regulatory anti-monopoly initiatives in relation to the “platform economy.” The Opinions on Promotion of the Standardized, Sound and Sustainable Development of Platform Economy focuses on the following aspects of the platform economy: formulation and promulgation of regulations on the prohibition of unfair online anticompetitive activities; future issuance of detailed rules applicable to data processing activities conducted by online platform enterprises; the formulation of regulations on pricing; the investigation on monopoly and unfair competition activities; and the enforcement against monopolistic agreements, abuse of dominant market position and unlawful market concentration. We do not believe the abovementioned rules have any material impact on our capacity to operate our business in the ordinary course, obtain foreign investment, or complete and maintain our listing overseas at other stock exchanges. However, we may be categorized by PRC authorities as a CIIO or an online platform operation in possession of personal data of more than one million users due to our extensive business operations. In addition, given our significant market share in the PRC petroleum and petrochemical industries, we cannot rule out the possibility that the abovementioned rules, or other new rules and policies to be formulated and promulgated in relation to data security, market monopoly or other aspects of our business operation, and the enforcement thereof may impose more stringent compliance requirements on us, compel us to adjust our business plan and the way we operate our business, or otherwise have a material impact on our ability to obtain foreign investments or to list in the U.S. or other foreign countries. We have established an information technology department dedicated to the overseeing of our data security and cybersecurity compliance practice and we organize regular trainings for the relevant staff on regulations issued by CAC to date. Our information technology department leads the effort to ensure our practices with respect to data security and cybersecurity conform to CAC regulations. In 2022, we have not received any notices imposing administrative penalties against us or demanding any remedial actions be taken in relation to data security matters from the CAC, the Ministry of Public Security or its local counterparts, or any industrial regulatory authorities. Based on the foregoing facts and legal advice we have received from Haiwen & Partners, our PRC legal counsel, in relation thereto, we believe our current business operation does not violate regulations or policies that have been issued by the CAC to date.
5
We are required to obtain permits and approvals for the operation of our business pursuant to applicable PRC laws, regulation and industrial policies and we are required to carry out our business operations in compliance with the terms of these permits and approvals. See “Item 4 Information of the Company ― B. Business Overview ― Regulatory Matters” for a list of material permits and approvals for our business operation. Haiwen & Partners, our PRC legal counsel, has advised us that we have obtained all approvals and permits required for our business operations under the PRC laws and regulations (other than those that do not have an impact on our business operations taken as a whole), and we have neither been notified any instance of denial of such permits or approvals nor been subject to any material administrative penalties from the PRC regulatory authorities with respect thereto. However, we may be required to obtain additional permits, licenses and approvals in the future and if we fail to obtain such permits, licenses and approvals in a timely manner, there could be material adverse impacts on our business operations. On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies and five supporting guidelines, or, collectively, the Filing Rules, which took effect on March 31, 2023. According to the Filing Rules, domestic companies in mainland China that directly or indirectly offer or list their securities in an overseas market are required to file with the CSRC. In addition, an overseas listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within a specific time frame requested under the Filing Rules. Therefore, we will be required to file with the CSRC for our overseas offering of equity and equity linked securities in the future within the applicable scope of the Filing Rules. In addition, we may be subject to legal liabilities under the PRC Securities Law if our offering or the trading of our securities overseas is deemed to “disrupt the order of PRC domestic market and harm legitimate rights and interests of PRC domestic investors”. We have received from the CSRC the approval for our public offerings of equity securities in the past. We are required to continue to comply with the provisions of the PRC Securities Law and the Filing Rules and we remain subject to the supervision of the PRC regulatory authorities. However, we cannot assure you that we will timely receive such approval if we wish to make any new equity offerings in the future. If we fail to obtain any requisite approvals with respect to future offerings of our equity securities to foreign investors, or if we inadvertently conclude that such approvals are not required, our ability to execute our financing and equity offering plans may be significantly limited or completely hindered. In the absence of alternative sources of financing, this could impede our efforts to improve our liquidity or expand our business operation, and we cannot assure you that there will not be material negative impacts on our financial conditions and result of operations, or a significant decline in the value of our securities. Furthermore, we cannot assure you that PRC authorities will not promulgate new laws to further regulate or impose new obligations in respect of the listing of our securities. Certain of our actions in relation to our overseas listing may also constitute a violation of PRC Securities Law or other relevant laws, and as a consequence, subject us to penalties, including without limitation fines, limitations on our ability to conduct financing activities, or the suspension or termination of certain aspects of our business operations, which may in turn result in substantial difficulty for our listing overseas. Any measures taken by the PRC authorities to regulate or exert more control over securities offerings conducted overseas and foreign investments in China-based issuers may limit or hinder our ability to offer or continue to offer securities to investors, and the price of our securities may decline significantly, leading to a material adverse effect on the value of investments in our securities by investors.
In addition, foreign exchange transactions under the capital account, including principal payments in respect of foreign currency-denominated obligations, continue to be subject to significant foreign exchange controls and require the approval of the State Administration of Foreign Exchange. While we have not been denied of our applications for foreign exchange for the payment of our dividends, we cannot rule out the possibility that such control and limitation could affect our ability to obtain foreign exchange to pay cash dividends declared on our H shares (including, where applicable, ADSs representing our H shares). Consequently, we cannot assure you that your investment will not be subject to foreign exchange payment risks as a result of these foreign exchange control measures. See “Risks Relating to the PRC — Government control of currency conversion and exchange rate fluctuation may adversely affect our operations and financial results.” and “Item 8. Financial Information ― A. Consolidated Statements and Other Financial Information ― Dividend Distribution Policy.”
6
Furthermore, the primary sources of our shareholder rights are our articles of association, the PRC Company Law and the Listing Rules of the Hong Kong Stock Exchange, which, among other things, impose certain standards of conduct, fairness and disclosure on us, our directors and our controlling shareholder. In general, the protection of shareholder’s rights and access to information granted by their respective provisions are different from those applicable to companies incorporated in the United States and other Western countries, and are constantly evolving. The legal system in China is a civil law system based on written statutes. Unlike common law systems, such legal system is a system in which decided legal cases or administrative actions may be of reference value but have less precedential value, and a court ruling or administrative finding is made primarily based on written statues currently in effect. The legal system in China also evolves rapidly, and the interpretations of laws, regulations and rules may contain inconsistencies. In addition, the judicial and administrative authorities may, within the scope of their respective discretions, enforce laws and regulations inconsistently, which may result in uncertainties with respect to the interpretation and enforcement of PRC laws and regulations. While China has become a signatory to various treaties providing for the recognition and enforcement of certain foreign judgments in general, whether a specific judgment issued by a foreign court is capable of being recognized or enforced in China is still subject to uncertainties. Therefore, our investors may be faced with risks associated with the enforcement of court judgements and shareholders rights. See “Risks Relating to the PRC — Risks relating to enforcement of shareholder rights; Mandatory arbitration.”
The PRC governmental authorities, from time to time, audit or inspect our ultimate controlling shareholder. We cannot predict the impact, if any, of their outcome on our reputation, business and financial condition as well as the trading price of our securities.
The PRC governmental authorities, from time to time, perform audits, inspections, inquiries or similar actions on state-owned companies, such as Sinopec Group Company, our ultimate controlling shareholder. Such inspections are not conducted on a regular basis with specific targets, and therefore we cannot predict the outcome of these governmental activities. If, as a result of such audits, inspections or inquiries, (i) material irregularities are found within Sinopec Group Company or us or our employees or (ii) Sinopec Group Company or we become the target of any negative publicity, our reputation, business and financial condition as well as the trading price of our securities may be materially and negatively impacted.
Our business operations may be adversely affected by present or future environmental regulations.
As an integrated petroleum and petrochemical company, we are subject to extensive environmental protection laws and regulations in China. These laws and regulations permit:
| ● | the government, in accordance with law, to impose fines, to order correction, limitation on production or discharge, and suspend production for pollution discharge exceeding standards; |
| ● | the government to impose fines for late payment of environmental tax for the discharge of waste materials; |
| ● | the government, in accordance with law, to order correction, suspend production and impose fines for unlicensed or uncertified pollution discharge; |
| ● | the government, at its discretion, to seal up or close down any facility which has caused or may cause severe environmental damage and require it to correct or stop operations; and |
| ● | litigations and liabilities arising from pollutions and damages to the environment and public interests. |
Our production activities produce substantial amounts of liquid, gas and solid waste materials. Our production and operation activities may cause certain disturbance to the ecology. Pursuant to the governmental requirements, we have taken several measures to protect biodiversity and mitigate the negative impacts, such as ecological restoration, rehabilitation, and compensation, among others. Also, the PRC government has moved, and may move further, toward more rigorous enforcement of applicable laws, and toward the adoption of more stringent environmental standards.
In recent years, we have commenced exploration and production of unconventional oil and gas resources, such as shale oil and gas and coal bed methane, through the application of relatively advanced technologies. As a result, our unconventional oil and gas operations rely on unproven technology which may expose us to higher environmental compliance standards and requirements, which, in turn, would require us to incur additional expenditures on environmental matters.
7
Some of our development plans require compliance with state policies and governmental regulation.
We are currently engaged in a number of construction, renovation and expansion projects. Some of our large new constructions, revamping and expansion projects are subject to governmental approval. The timing and cost of completion of these projects will depend on numerous factors, including when we can receive the required confirmation and registration from relevant PRC government authorities and the general economic condition in China. If any of our key projects required for our future growth is not confirmed or registered, or not confirmed or registered in a timely manner, our results of operations and financial condition could be adversely impacted.
Government control of currency conversion and exchange rate fluctuation may adversely affect our operations and financial results.
We receive a significant majority of our revenues in Renminbi. A portion of such revenues will need to be converted into other currencies to meet our foreign currency needs, which include, among other things:
| ● | import of crude oil and other materials; |
| ● | debt service on foreign currency-denominated debt; |
| ● | purchases of imported equipment; |
| ● | payment of the principals and interests of bonds issued overseas; and |
| ● | payment of any cash dividends declared in respect of the H shares (including ADS). |
The existing foreign exchange regulations have significantly reduced government foreign exchange controls for transactions under the current account, including trade and service related foreign exchange transactions and payment of dividends. Foreign exchange transactions under the capital account, including principal payments in respect of foreign currency-denominated obligations, continue to be subject to significant foreign exchange controls and require the approval of the State Administration of Foreign Exchange. These limitations could affect our ability to obtain foreign exchange through debt or equity financing, or to obtain foreign exchange. The PRC government has stated publicly that it intends to make the Renminbi freely convertible in the future. However, we cannot predict whether the PRC government will continue its existing foreign exchange policy and when the PRC government will allow free conversion of Renminbi. The main sources of our cash denominated in foreign currencies are our foreign currency-denominated business revenue and the conversion of Renminbi to foreign currencies. As of the date of this annual report, we have not been subject to any material restrictions in respect of our foreign exchange transactions and we have not suffered any material adverse impact on our ability to conduct our international operations in the ordinary course, pay dividends or carry out our investment plan as a result thereof. We currently have sufficient foreign currencies in cash to meet our financial obligations denominated in currencies other than Renminbi. If we become subject to more stringent foreign exchange control measures in the future that prevent us from timely obtaining funds in foreign currencies, our ability to discharge financial obligations denominated in foreign currencies in accordance with our business plans may be materially and adversely affected. Any failure to secure sufficient funds in foreign currencies may further result in our material defaulting or breaching certain covenants or agreements binding on us, prevent us from making dividend payments as planned and restrict our ability to continue or expand our investments and business operations overseas.
The exchange rate of the Renminbi against the US dollar and other foreign currencies fluctuates with market and is affected by, among other things, the changes in the PRC’s and international political and economic conditions. On July 21, 2005, the PRC government introduced a floating exchange rate system to allow the value of the Renminbi to fluctuate within a regulated band based on market supply and demand and by reference to a basket of foreign currencies. On June 19, 2010 and August 11, 2015, respectively, the People’s Bank of China (PBOC) decided to further promote the reform of exchange rate regime and enhance the flexibility of Renminbi exchange rate. The changes in foreign exchange rate will impact our cost in purchasing crude oil given the majority of our crude oil purchases are settled in foreign currencies and priced in US dollar. Besides, prices of refined oil products are guided by the PRC government and are pegged to the exchange rate of the Renminbi against the US dollar. Therefore the impact of Renminbi exchange rate fluctuation on the purchase cost of crude oil could largely be offset by the corresponding fluctuation in the prices of domestic refined oil products and chemical products.
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Certain judgments obtained against our directors and/or officers by our shareholders may not be enforceable.
We are a company limited by shares incorporated under the laws of China. The majority of our directors and executive officers reside within China or Hong Kong. As a result, your ability to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise, or the procedures in relation thereto, may be subject to uncertainties. Even if you are successful in bringing an action of this kind, whether you can successfully, pursuant to the laws of the PRC or Hong Kong enforce a judgment against our directors and officers in China is uncertain.
Risks relating to enforcement of shareholder rights; Mandatory arbitration.
Currently, the primary sources of shareholder rights are our articles of association, the PRC Company Law and the Listing Rules of the Hong Kong Stock Exchange, which, among other things, impose certain standards of conduct, fairness and disclosure on us, our directors and our controlling shareholder. In general, their provisions for protection of shareholder’s rights and access to information are different from those applicable to companies incorporated in the United States, the United Kingdom and other Western countries. In addition, the mechanism for enforcement of rights under the corporate framework to which we are subject may also be relatively undeveloped and untested. To our knowledge, there has not been any published report of judicial enforcement in the PRC by H share shareholders of their rights under constituent documents of joint stock limited companies or the PRC Company Law or in the application or interpretation of the PRC or Hong Kong regulatory provisions applicable to PRC joint stock limited companies. We cannot guarantee that our shareholders will enjoy protections that they may be entitled in other jurisdictions.
China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the United Kingdom or most other Western countries, and therefore the recognition and enforcement in China of judgments of a court in any of these jurisdictions in relation to any matter not subject to a binding arbitration provision may not be assured. Our articles of association as well as the Listing Rules of the Hong Kong Stock Exchange provide that most disputes between holders of H shares and us, our directors, supervisors, officers or holders of domestic shares, arising out of the articles of association or the PRC Company Law concerning the affairs of our company, are to be resolved through arbitration, at the election of the claimant, by arbitration organizations in Hong Kong or the PRC, rather than through a court of law. On June 18, 1999, an arrangement was made between Hong Kong and the PRC for the mutual enforcement of arbitral awards. This arrangement was approved by the Supreme People’s Court of the PRC and the Hong Kong Legislative Council, and became effective on February 1, 2000. Nonetheless, there are uncertainties with respect to the outcome of any action brought in China to enforce an arbitral award.
The Public Company Accounting Oversight Board was previously unable to inspect or investigate completely registered public accounting firms headquartered in China, including our auditor. Our securities will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in the future if the PCAOB is unable to inspect or completely investigate auditors located in China.
Pursuant to the Holding Foreign Companies Accountable Act, or the HFCA Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC shall prohibit our securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. The PCAOB issued a HFCA Act Determination Report to the SEC on December 16, 2021, notifying SEC of its determination that that it is unable to inspect or investigate completely registered public accounting firms headquartered in China and our auditor was subject to that determination.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCA Act following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCA Act after we file this annual report on Form 20-F for the fiscal year ended December 31, 2022.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in China, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in China and we use an accounting firm headquartered in China to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCA Act, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. if we are identified as a Commission-Identified Issuer for two consecutive years in the future.
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While we voluntarily delisted our ADSs from the NYSE in September 2022 and terminated our ADR program in December 2022, a prohibition of being able to trade in the U.S. would substantially impair your ability to sell or purchase our securities when you wish to do so and would have a negative impact on the price of our securities. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.
Risks Relating to Our Controlling Shareholder
We engage in related party transactions with Sinopec Group from time to time which may create potential conflict of interest.
We have engaged from time to time and will continue to engage in a variety of transactions with Sinopec Group, which provides us with a number of services, including, but not limited to, ancillary supply, engineering, maintenance, transport, lease of land use right, lease of buildings, as well as educational and ancillary services. The nature of our transactions with Sinopec Group is governed by a number of service and other contracts between Sinopec Group and us. We have established various schemes in those agreements so that these transactions, when entered into, are at arm’s length. However, we cannot assure you that Sinopec Group Company or any of its members would not take actions that may favor its interests or its other subsidiaries’ interests over ours.
We are controlled by Sinopec Group Company, our ultimate controlling shareholder, whose interest in certain businesses are likely to compete with our business.
Sinopec Group Company has interests in certain businesses, such as petrochemical and overseas exploration and development, which compete or are likely to compete, either directly or indirectly, with our businesses. To avoid potential adverse effects that may be brought by the competition between us and Sinopec Group Company to the maximum extent possible, we and Sinopec Group Company have entered into a non-competition agreement. In 2012, we received from Sinopec Group Company an undertaking to avoid competing with us. For details, please refer to the descriptions under “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” Notwithstanding the foregoing contractual arrangements, because Sinopec Group Company is our controlling shareholder, Sinopec Group Company may take actions that may conflict with our own interests.
It is possible that the current or future activities of our ultimate controlling shareholder, Sinopec Group Company, or its affiliates in or with certain countries that are the subject of economic sanctions under relevant U.S. laws could result in negative media and investor attention to us and possible imposition of sanctions on Sinopec Group Company, which could materially and adversely affect our shareholders’ value and operations.
Sinopec Group Company undertakes, from time to time and without our involvement, overseas investments and operations in the oil and gas industry, including exploration and production of oil and gas, refining and Liquefied Natural Gas or LNG, oilfield services and refining engineering projects. Sinopec Group Company’s overseas asset portfolio includes a limited number of projects in countries that are subject to U.S. sanctions administrated by OFAC and by the U.S. Department of State, including Russia, Iran, Syria and Sudan. We currently do not believe that any existing investments of Sinopec Group Company will result in any direct sanctions imposed by OFAC. However, we cannot predict the interpretation or implementation of sanction policy at the U.S. federal, state or local levels with respect to any current or future activities by Sinopec Group Company or its affiliates in countries or with individuals or entities that are the subject of U.S. sanctions. Similarly, we cannot predict whether U.S. sanctions will be further tightened in the case of Russia and Iran, or whether sanction scope will be modified or updated, or if any other countries or regions will be incorporated into the sanction list, or the impact that such actions may have on Sinopec Group Company and us. If it becomes the target of U.S. sanctions, Sinopec Group Company may be prohibited from conducting business activities in the United States or with individuals or entities in the United States, and the transactions involving our securities in the United States will also be significantly affected. In addition, certain U.S. state and local governments and institutions impose restrictions on the investment of public funds or endowment funds, respectively, in companies that are members of corporate groups with activities in certain countries that are the subject of U.S. sanctions. These investors may not wish to invest, and may withdraw their investment, in us because of our relationship with Sinopec Group Company and its investments and activities in those OFAC sanctioned countries. It is possible that, as a result of activities undertaken by Sinopec Group Company or its affiliates in countries that are the subject of U.S. sanctions, we may be subject to negative publicity, which may distract management attention, consume internal resources and affect investors’ perception of our Company.
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Risks Relating to Our Business Operation
We are exposed to risks associated with price fluctuations of crude oil and refined oil products and petrochemical products.
We consume a large amount of crude oil to produce our refined oil products and petrochemical products. Increases in crude oil prices may result in cost inflation, and high prices may also reduce market demand for our products which might adversely affect our profitability. Decreases in prices of crude oil, refined oil products and petrochemical products may cause us to incur impairment to our investment and assets. A prolonged period of low oil prices may impact our profit and ability to maintain our long-term investment projects. We use financial derivatives, including commodity futures, to hedge risks of the volatility in the crude oil price. The use of such financial derivatives may not successfully hedge all risks. The fair value of derivatives fluctuates due to the volatility of crude oil price, which in turn impacts our financial performance. In addition, while we try to adjust the sale prices of our products to reflect international crude oil price fluctuations, our ability to pass on the increased cost resulting from crude oil price increases to our customers may be limited, and is dependent on international and domestic market conditions as well as the PRC government’s price control policies over refined oil products. For instance, the PRC government could exercise price control over refined oil products when international crude oil prices experience a sustained rise or become significantly volatile. As a result, our results of operations and financial condition may be subject to material risks resulted from the fluctuation of prices of crude oil, refined oil products and petrochemical products.
Our continued business success depends in part on our ability to replace reserves and develop newly discovered reserves.
Our ability to achieve our growth objectives is dependent in part on our level of success in discovering or acquiring additional oil and natural gas reserves. Our exploration and development activities for additional reserves also expose us to inherent risks associated with drilling, including the risk that no proved oil or natural gas reserves might be discovered. Exploring for, developing and acquiring reserves are highly risky and capital intensive. The fluctuation in the prices of crude oil and natural gas will impact the amount of our proved oil or natural gas reserves. In a low oil price environment, only large scale, high quality reserves meet our development criteria, and some exploration projects may not be viable and thus cannot be carried forward, potentially leading to failure in supplementing our oil and natural gas reserves with additional reserves through future exploration. Without reserve additions through further exploration and development or acquisition activities, or if the prices of crude oil and natural gas fall sharply, our reserves and production will decline over time, which may adversely affect our results of operations and financial condition.
We rely heavily on external suppliers for crude oil and other raw materials, and we may even experience disruption to our ability to obtain crude oil and other raw materials.
We purchased a significant portion of crude oil and other feedstock from external suppliers located in different countries and regions in the world. Our business growth requires us to source an increasing amount of crude oil from external suppliers. We continued to source our crude oil from a diversified portfolio of external suppliers to avoid any potential risks in relation to the purchase of the crude oil, however, we are still subject to the political, geographical and economic risks associated with these countries and areas. If our contractual relationships with one or more external suppliers were terminated or disrupted due to any natural disasters or political events, it is possible that we would not be able to find sufficient alternative sources of supply in a timely manner or on commercially reasonable terms. As a result, our business and financial condition would be materially and adversely affected.
Since 2020, due to factors such as the continuous pandemic of COVID-19 and its variants, the imbalance between crude oil supply and demand, the sharp decline in oil production by major oil-producing countries, geopolitical situations, and the recession of global economic growth, crude oil prices have fluctuated sharply. In addition, some extreme major incidents may also occur and causes short-term disruptions to crude oil supplies in certain regions. We have taken flexible measures in answer to such changes and incidents, however, it is still impossible for us to completely avert risks arising from the sharp fluctuations in international crude oil prices and the sudden short-term disruption to regional crude oil supply.
We rely on our collaboration agreement with PipeChina for the use of certain oil and gas storage and pipeline facilities. Any adverse change to our collaboration with PipeChina may materially impact our business operation and financial status.
In September 2020, we closed the transaction with PipeChina, pursuant to which we sold certain oil and gas storage and pipeline facilities to PipeChina in exchange for approximately 14% of the registered capital of, and cash paid by, PipeChina as consideration. We have entered into a long-term service agreement with respect to the use of oil and gas storage and pipeline facilities with PipeChina, pursuant to which PipeChina shall provide us with oil and gas transportation and storage services on the agreed terms including, among others, that PipeChina shall meet our demand of production and operation following the agreed service specifications and standards.
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Due to the special nature of our business operations, especially our production, refining and marketing activities, the successful execution of our operation plan will largely depend on our access to reliable and stable performance of oil and gas storage and transportation services, through our owned self-operated storage and pipeline facilities as we did prior to the transaction with PipeChina, and/or through purchasing storage and transportation services from PipeChina and other third parties. Considering the difficulty of the construction of the oil and gas pipeline, storage and other ancillary facilities, which involves time-consuming construction projects with major capital expenditure that are subject to regulatory approvals, we expect that, in the foreseeable future, it would be hard for us to promptly construct, develop and commission oil and gas pipeline, storage and other ancillary facilities, and our main production sites will be connected with and supported by pipelines and storage facilities owned by PipeChina. As a result, the smooth operation of our business in the future will partially depend upon our collaboration relationship with PipeChina based on service agreement(s) between us and PipeChina. We do not have control over PipeChina, and all key terms of service agreements between us and PipeChina shall be determined based on the applicable laws and regulations as well as the result of arm’s-length commercial negotiations between us and PipeChina, as a result of which we cannot guarantee that we will continue to secure service from PipeChina on current terms in the future. If we cannot continue to receive service from PipeChina on terms we desire, the operation of our business may be interrupted, and the results of our operations and our financial condition may be materially impacted.
Our business faces operation risks and natural disasters that may cause significant property damages, personal injuries and interruption of operations, and we may not have sufficient insurance coverage for all the financial losses incurred by us.
Exploring for, producing and transporting crude oil and natural gas and producing and transporting refined oil products and petrochemical products involve a number of operating hazards. Our operations are subject to significant hazards and risks inherent in refining operations and in transporting and storing crude oil, intermediate products, refined oil products and chemical products. These hazards and risks include, but are not limited to, natural disasters, fires, explosions, pipeline ruptures and spills, third-party interference and mechanical failure of equipment at our or third-party facilities, any of which could result in production and distribution difficulties and disruptions, environmental pollution, personal injury or wrongful death claims and damage to our properties and the property of others. There is also risk of mechanical failure and equipment shutdowns both in general and as a result of subsequent unforeseen events. In certain situations, undamaged refinery processing units may be dependent on or interact with damaged process units and, accordingly, are also subject to shut down. Even though we have a strong institutional focus on the safety of our operations and have implemented health, safety and environment (HSE) management system within our company, established a dual-track risk prevention regime focusing on both risk control and management based on risk classification and the inspection and treatment of hidden risks, and developed a risk evaluation and management platform, “PHAMS,” to conduct dynamic and quantitative management and control of relevant risks with the view to preventing accidents, and reducing personal injuries, property losses and environment pollution, our preventative measures may not be effective. We also maintain insurance coverage on our property, plant, equipment, inventory and potential third party liability, but our insurance coverage may not be sufficient to cover all the financial losses caused by operation risks and natural disasters. Significant operating hazards and natural disasters may cause interruption to our operations, property or environmental damages as well as personal injuries, and each of these incidents could have a material adverse effect on our financial condition and results of operations.
The oil and natural gas reserves data in this annual report are only estimates, and our actual production, revenues and expenditures with respect to our reserves may differ materially from these estimates.
There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves, and in the timing of development expenditures and the projection of future rates of production. Adverse changes in economic conditions, such as a prolonged period of low oil prices, may render it uneconomical to develop certain reserves and lead to downward revisions in our reserves. Our actual production, revenues, taxes and fees payable and development and operating expenditures with respect to our reserves may likely vary from these estimates.
The estimate of reserves is affected by, among other things:
| ● | the quality and quantity of technical and economic data; |
| ● | the prevailing oil and gas prices applicable to our production; |
| ● | the production performance of the reservoirs; and |
| ● | the production plans. |
In addition, new drilling, testing and production results achieved following completion of the estimates, assets disposal and exit from certain block may cause substantial upward or downward revisions in the estimates.
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Oilfield exploration and drilling involves numerous risks, including risks that no commercially productive crude oil or natural gas reserves can be discovered and risks of failure to acquire or retain reserves.
Our oil and gas business is currently involved in exploration activities in various regions, including in areas where natural conditions may be challenging and where the costs of such exploration activities may be high. As a result, our oil and gas business may incur cost overruns or may be required to curtail, delay or terminate drilling operations because of many factors, including, but not limited to, the following:
| ● | complexity caused by unexpected geological factors; |
| ● | geological formations pressure and operation by workers that violates applicable regulations; |
| ● | HSE accidents and public safety incidents; |
| ● | adverse surface environment, weather conditions or natural disasters; |
| ● | compliance with existing or enhanced environmental regulations; or |
| ● | changes in governmental requirements and standards and risks in relations to international politics and economic situations. |
The future production of our oil and gas business depends significantly upon our success in finding or acquiring additional reserves and retaining and developing such reserves. If our oil and gas business fails to conduct successful exploration activities or to acquire or retain assets holding proved reserves, it may not meet its production or growth targets, and its proved reserves will decline as it extracts crude oil and natural gas from the existing reservoirs, which could adversely affect our business, financial condition and results of operations.
We have been actively pursuing business opportunities outside China to supplement our domestic resources. However, there can be no assurance that we can successfully locate sufficient alternative sources of crude oil supply or at all due to the complexity of the international political, economic and other conditions. If we fail to obtain sufficient alternative sources of crude oil supply, our results of operations and financial condition may be adversely affected.
Our exploration, development and production activities and our refining and petrochemical business require substantial expenditure and investments and our plans for and ability to make such expenditures and investments are subject to various risks.
Exploring for, developing and producing crude oil and natural gas fields are capital-intensive activities involving a high degree of risk. Our ability to undertake exploration, development and production activities and make the necessary capital expenditures and investments is subject to many risks, contingencies and other uncertainties, which may prevent our oil and gas business from achieving the desired results, or which may significantly increase the expenditures and investments that our oil and gas business makes, including, but not limited to, the following:
| ● | ability to generate sufficient cash flows from operations to finance our expenditures, investments and other requirements, which are affected by changes in crude oil and natural gas prices and sales volumes, and other factors; |
| ● | availability and terms of external financing; |
| ● | mix of exploration and development activities conducted on an independent basis and those conducted jointly with other partners; |
| ● | extent to which our ability to influence or adjust plans for exploration and development related expenditures is limited under joint operating agreements for those projects in which we have partners; |
| ● | government approvals required for exploration and development-related expenditures and investments in jurisdictions in which we conduct business; and |
| ● | economic, political and other conditions in jurisdictions in which we conduct business. |
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We may, as appropriate, construct new and/or revamp existing refining and petrochemical facilities, which require substantial capital expenditures and investments. There can be no assurance that the cash generated by our operations will be sufficient to fund these development plans or that our actual future capital expenditures and investments will not significantly exceed our current planned amounts. Our inability to obtain sufficient funding for development plans could adversely affect our business, financial condition and results of operations.
Our development projects and production activities involve many uncertainties and operating risks that can prevent us from realizing profits and cause substantial losses.
Our development projects and production activities may be curtailed, delayed or cancelled for many reasons, including without limitation equipment shortages or failures, natural hazards, unexpected drilling conditions, mechanical and technical difficulties caused by complex geological conditions and operating errors by our employees and the change of local government policies. These projects and activities, which include projects focused on non-conventional oil and gas exploration and development, will also often require the use of new and advanced technologies that may be expensive to develop, purchase and implement, and may not function as expected. There is a risk that any development project that we undertake may not yield expected returns. In addition, our development projects and production activities, particularly those in remote areas, could become less profitable, or unprofitable, if we experience a prolonged period of low oil or gas prices or cost overruns.
Our business may be adversely affected by actions and regulations prompted by global climate changes.
Many nations in the world have reached consensus on the importance and urgency of addressing climate change. The oil and gas industry in which we operate is drawing increasing concerns in recent years. A number of international, national and regional measures to limit greenhouse gas emissions have been enacted. The Paris Agreement adopted in December 2015 has placed binding commitments on nations that have ratified it since November 2016, which may lead to more stringent national and regional measures in the near future. Compliance with these measures could result in substantial impact on capital expenditure, profit and strategic growth. In addition, PRC government has undertaken to strive to peak its CO2 emissions by 2030 and to achieve carbon neutrality by 2060, if possible, and to increase the non-fossil fuel share of all energy to around 25% by 2030 while reducing the CO2 emissions by no less than 65% as compared with 2005. China has officially launched a national carbon exchange in 2021, and some of our power plants supporting our operation have been identified to be subject to emission control. It is expected that the scope of industries subject to such control will expand, with most of our domestic subsidiaries may be recognized as emission-control enterprises, which change could have certain effect on our business operations.
Our overseas businesses may be adversely affected by changes of overseas government policies and business environment.
We have operations and assets and may seek new opportunities in various countries and regions, some of which are deemed to be subject to a high degree of political risk. These regions include Africa, Central Asia, Russia, Iraq and Iran. The operations in some of these countries and regions are and will likely continue to experience operational risks and regulatory changes, including political risks, market fluctuation, risks relating to fund security, interest rate, exchange rate, litigations, financial derivatives businesses, safety production, equipment integrity, compliance management, investment in overseas project, international operation, asset operation, tax and etc. The occurrence of any of the foregoing could disrupt or curtail our operations or development activities. These events may also limit our ability to pursue new opportunities, affect the recoverability of our assets or cause us to incur additional costs, particularly due to the long-term nature of many of our projects and the significant capital expenditure required by those projects.
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We may be classified as a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States holders of the H shares or ADSs.
A non-United States corporation, such as our company, will be a “passive foreign investment company” (PFIC), for United States federal income tax purposes for any taxable year, if either (a) 75% or more of its gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally based on the average quarterly value of our assets during the taxable year) produce or are held for the production of passive income. Depending upon the value of our assets, which may be determined based, in part, on the market price of our securities, and the nature of our assets and income over time, we could be classified as a PFIC for United States federal income tax purposes. Based on our income and assets and the market price of our securities, we do not believe that we were a PFIC for the taxable year ended December 31, 2022 and do not anticipate becoming a PFIC in the current taxable year or in the foreseeable future. Because PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of our income and the value of our active versus passive assets for that year, there can be no assurance that we will not be a PFIC for any future taxable year. The overall level of our passive assets will be affected by how, and how quickly, we expend our liquid assets. Under circumstances where gross income from activities that produce passive income significantly increase relative to our gross income from activities that produce non-passive income or where we determine not to deploy significant amounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. If we were to be or become classified as a PFIC, a US Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) may incur significantly increased United States income tax on gains recognized on the sale or other disposition of our securities and on the receipt of distributions on our securities to the extent such gains or distributions are treated as an “excess distribution” under the United States federal income tax rules. For more information see “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations.”
Our operations may be adversely affected by cyber-attacks or similar disruptions.
We have established cybersecurity control schemes and cybersecurity operation and information system emergency response regime, built a cybersecurity risk management and control information platform, and devoted significant resources to the protection of our digital infrastructure and information system against cyber-attacks. If our systems against cyber-security risk prove to be ineffective, we could be adversely affected by, among other things, disruptions to our business operations, and loss of proprietary information, including intellectual property, financial information and employer and customer data, injury to people, property, environment and reputation. As cyber-security attacks continue to evolve, we may be required to expend additional resources to enhance our protective measures against cyber-security breaches.
COVID-19 pandemic could materially and adversely affect our business.
In 2022, the global pandemic of COVID-19 continues to spread. With the spread and dominance of the highly contagious Omicron strains, the Company has been affected by multiple rounds of clustered and large-scale infections, which have had an impact on the procurement of raw and auxiliary materials, production and operation, as well as demand for our end products. Our work arrangements, business operations, financial conditions, and business performance have all been negatively affected to varying degrees, and there have been infection cases among our employees. There remains uncertainty as to the future impact of the virus. The extent to which the COVID-19 pandemic impacts our long-term results will depend on future developments which are highly uncertain, unpredictable and beyond our control, including the appearance of new variants, the effectiveness of efforts to contain or treat cases, and future actions that may be taken in response to these developments. Consequently, the COVID-19 pandemic may continue to materially and adversely affect our business, financial condition and results of operations in the current and future years. We are closely monitoring the impacts of COVID-19 pandemic on us.
Risks Relating to Our Industry
Our operations may be adversely affected by the global and domestic economic conditions.
Our results of operations are materially affected by economic conditions in China and elsewhere around the world. There are some uncertainty and instability in the current global economy and pandemic control, such as the protracted conflict between Russia and Ukraine, the intensification of the comprehensively competitive status between China and the United States and its impacts on the international politics and economies, significant fluctuations in international oil prices, and the continuous increase in inflationary pressures. The Chinese economy has exited from the COVID-19 pandemic and has been steadily recovering and entering a new stage of development, progressing towards high quality development, guided by its “carbon peak” and “carbon neutrality” strategic objectives, which have been progressively implemented. Our operations may also be adversely affected by factors such as trade protection policies adopted by other countries and increase in import activities facilitated by regional trade agreements.
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Our operations may be adversely affected by the cyclical nature of the market.
Most of our revenues are attributable to sales of refined oil products and petrochemical products, and certain of these businesses and related products have historically been cyclical and sensitive to a number of factors that are beyond our control. These factors include the availability and prices of feedstock and macro-economic conditions, such as changes in industry capacity and output levels, cyclical changes in regional and global economic conditions, prices and availability of substitute products and fluctuation in prices and demands of natural gas, refined oil products and chemical products. Although we are an integrated company with upstream, midstream and downstream businesses, we have limited ability to mitigate the adverse influence of the cyclicality of global markets.
We face strong competition from domestic and foreign competitors.
Among our competitors, some are major integrated petroleum and petrochemical companies within and outside China, which have recently become more significant participants in the petroleum and petrochemical industry in China. The PRC government has accelerated the removal of restrictions on the right to use imported crude oil and tightened the export quota for refined oil products. This development may lead to excessive refining capacity in China and intensify competition among local refineries. The Chinese crude oil and refined oil product markets are becoming increasingly dynamic and internationalized with implementation of tariff concessions and relaxation of market restrictions. As the wholesale market of refined oil products previously dominated by PetroChina Company Limited and us opens up, we are facing stronger competition from new players and imported products. Our market share of chemical products is also under stronger competitive pressure due to the increasingly active participation of diversified new market players including multinational petroleum and petrochemical companies and domestic private enterprises. We are also expected to face competition in both domestic and overseas refined oil products and petrochemical product market as a result of our domestic and international competitors’ increasing production capacity. In addition, the competition among market participants on overseas premium resources, construction of LNG stations and pipeline and storage facilities, development of high-end markets and construction of terminal projects have intensified since PipeChina started its business operation and after the market of natural gas pipeline network, LNG station and gas storage facilities opened up. Increased competition may have a material adverse effect on our financial condition and results of operations.
ITEM 4. | INFORMATION ON THE COMPANY |
A. | HISTORY AND DEVELOPMENT OF THE COMPANY |
Our legal and commercial name is China Petroleum & Chemical Corporation. Our head office is located at 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, the People’s Republic of China, our telephone number is (8610) 5996-0028 and our fax number is (8610) 5996-0386. We have appointed our representative office in the North America, located at 3050 Post Oak Blvd, Suite 800, Houston, 77056, with telephone number of +1 (713) 544 8888 and fax number of +1 (713) 544 8878, as our agent for service of processes for actions brought under the U.S. securities laws. The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding us that have been filed electronically with the SEC, which can be accessed at https://www.sec.gov. Information about the Company and documents the Company submitted to the SEC are available on our investor relations website: http://www.sinopec.com/ listco/en/investor_centre/corporate_governance/.
We were established as a joint stock limited company on February 25, 2000 under the Company Law of the PRC with Sinopec Group Company as the sole shareholder at our inception. Our principal businesses include:
| ● | exploration for, development, production and marketing of crude oil and natural gas; |
| ● | refining of crude oil and marketing and distribution of refined oil products, including transportation, storage, trading, import and export of petroleum products; |
| ● | production and sales of petrochemical products; |
| ● | the operation in relation to hydrogen, the production, storage, transportation and sales of hydrogen, production and sales of hydrogen production, hydrogen refueling and hydrogen storage facilities and other hydrogen energy business and related services; and |
| ● | power supply business, vehicle battery charging and swapping, solar energy, wind energy and other new energy power generation, operation of new energy vehicle charging facilities, battery sales, sales of new energy vehicle battery swap facilities and other electric energy businesses and related services. |
16
Sinopec Group’s continuing activities primarily consist, among other things, of:
| ● | exploring and developing oil and gas reserves overseas; |
| ● | operating certain petrochemical facilities; |
| ● | providing geophysical exploration, and well drilling, survey, logging and downhole operational services; |
| ● | manufacturing production equipment and providing equipment maintenance services; |
| ● | providing construction services; |
| ● | providing utilities, such as electricity and water; and |
| ● | providing other operational services including transportation services. |
Sinopec Group Company transferred the businesses to us either by transferring its equity holdings in subsidiaries or by transferring their assets and liabilities. Sinopec Group Company also agreed in the reorganization agreement to transfer to us its exploration and production licenses and all rights and obligations under the agreements in connection with its core businesses transferred to us. The employees relating to these assets were also transferred to us.
From July 8, 2015 to July 7, 2016, Sinopec Group Company increased its shareholding in the Company through acquisitions of our ordinary shares on the stock market in its own name or through other concerting parties, by way of acquiring 72,000,000 A shares. Immediately following the shareholding increase, Sinopec Group Company directly and indirectly held 86,345,821,101 shares of the Company. From December 1, 2021 to November 30, 2022, Sinopec Group Company, in its own name or through other concerting parties, acquired 214,766,000 H shares, immediately following which Sinopec Group Company directly and indirectly held 83,477,143,393 shares of the Company.
On October 29, 2015, we entered into a joint venture agreement with Sinopec Assets Management Co., Ltd. (“SAMC”), a wholly-owned subsidiary of Sinopec Group Company, in relation to the formation of Sinopec Shanghai Gaoqiao Petrochemical Co., Ltd. (“Gaoqiao”). We and SAMC subscribed for 55% and 45% of the registered capital of Gaoqiao, respectively, and Gaoqiao became a subsidiary of the Company.
On August 2, 2016, our board of directors unanimously approved the proposal to introduce capitals from potential investors to invest in Sichuan-to-East China gas pipeline project, through our indirectly wholly-owned subsidiary Sinopec Sichuan-to-East China Natural Gas Pipeline Co., Ltd. (“Sichuan-to-East China Pipeline Co.”). On December 12, 2016, Sinopec Natural Gas Limited Company, our wholly-owned subsidiary (“Natural Gas Company”), China Life Insurance Co., Ltd. (“China Life”) and SDIC Communications Holding Co., Ltd. (“SDIC Communications”) entered into the Capital Injection Agreement in relation to Sichuan-to-East China Pipeline Co. and agreed to collectively subscribe for 50% equity interest in Sichuan-to-East China Pipeline Co. for an aggregate amount of RMB22.8 billion in cash. Upon completion of the capital injection, China Life, SDIC Communications and the Natural Gas Company held 43.86%, 6.14% and 50% equity interest in Sichuan-to-East China Pipeline Co., respectively.
On April 27, 2017, our board of directors unanimously approved the proposal of the acquisition of equity interest in Shanghai SECCO Petrochemical Company Limited (“Shanghai SECCO”) by Gaoqiao. On October 26, 2017, Gaoqiao purchased 50% equity interest in Shanghai SECCO from BP Chemicals East China Investment Limited with a cash consideration of RMB10,135 million. Before the acquisition, we and one of our subsidiaries held 30% and 20% equity interest in Shanghai SECCO, respectively. Upon completion of the acquisition, we, together with our subsidiaries, hold 100% equity interest of Shanghai SECCO, which became a subsidiary of us.
Following the instruction by the State-owned Assets Supervision and Administration Commission of the State Council, on August 9, 2018, Sinopec Group Company gratuitously transferred 1,241,721,854 A shares of the Company to Beijing Chengtong Financial Control Investment Co., Ltd., and 1,241,721,854 A shares to Guoxin Investment Co., Ltd. Upon the completion of such transfers, Sinopec Group Company directly and indirectly held 83,862,377,393 shares of the Company.
17
In July 2020, we and certain of our subsidiaries entered into transactions with PipeChina to sell the ownership of certain oil and gas pipeline assets and other facilities to PipeChina in exchange for approximately 14% of registered capital of, and cash paid by, PipeChina as consideration (the “Pipeline Transactions”). The Pipeline Transactions closed on September 30, 2020. In accordance with the arrangements of the Pipeline Transactions, we and PipeChina have entered into agreements for the continuous use of relevant oil and gas pipelines and other facilities in the future on the terms and subject to conditions set forth therein.
On July 28, 2022, the 10th meeting of the 8th session of our board of directors reviewed and approved the proposal on certain transactions with INEOS Limited (“INEOS”), and Sinopec and its subsidiary Gaoqiao, entered into a share transfer agreement with INEOS Investment (Shanghai) Co., Ltd. (“INEOS Shanghai”), pursuant to which INEOS Shanghai acquired 15% and 35% of equity interest in Shanghai SECCO held by Sinopec and Gaoqiao, respectively. Immediately after the completion of the acquisition in December 2022, Shanghai SECCO was held 50% by INEOS Shanghai, 15% by Gaoqiao, 20% by Sinopec Shanghai Petrochemical Company Ltd. and 15% by Sinopec, and Shanghai Secco ceased being a consolidated subsidiary of Sinopec.
We voluntarily delisted our ADSs from the NYSE in September 2022 and we terminated our ADR program in December 2022.
B. | BUSINESS OVERVIEW |
Exploration and Production
Overview
We currently explore for, develop and produce crude oil and natural gas in a number of areas in China and overseas. As of December 31, 2022, we held 351 production licenses in China, with an aggregate acreage of 38,937 square kilometers and with terms ranging from 10 to 80 years. Our production licenses may be renewed upon our application at least 30 days prior to the expiration date, which are renewable for unlimited times. During the term of our production license, we pay an annual production license fee of RMB1,000 per square kilometer.
During the reporting period of this annual report, we have no expiring proved and undeveloped fields in gross acreage or net acreage, both domestically and overseas.
As of December 31, 2022, we held 188 exploration licenses in China for various blocks in which we engaged in exploration activities, with an aggregate acreage of approximately 370 thousand square kilometers.
As of December 31, 2022, our overseas subsidiary held one production license, with an acreage of 322.57 square kilometers. It currently does not have exploration licenses. Our overseas equity-accounted investments held 74 production licenses, with an aggregate acreage of 5,357.2 square kilometers, and no exploration license.
Properties
We currently operate 251 oil and gas producing fields and blocks.
Shengli production field is our most important crude oil production field. It consists of 76 producing blocks of various sizes extending over an area of 2,597 square kilometers in northern Shandong province, all of which are our net developed acreage. Most of Shengli’s blocks are located in the Jiyang through with various oil producing layers. In 2022, Shengli production field produced approximately 166 million barrels of crude oil and 28.35 billion cubic feet of natural gas, with an average daily production of 468.17 thousand BOE.
As of December 31, 2022, the total acreage of our oil and gas producing fields and blocks in China was 17,633 square kilometers, including 10,420 square kilometers of developed acreage, all of which were net developed acreage; and 7,213 square kilometers of gross undeveloped acreage, all of which were net undeveloped acreage.
As of December 31, 2022, the total acreage of our oil and gas producing fields and blocks of our overseas subsidiary was 322.57 square kilometers, including 234.71 square kilometers of developed acreage, of which 234.71 square kilometers were net developed acreage; and 87.86 square kilometers of gross undeveloped acreage, of which 87.86 square kilometers were net undeveloped acreage.
18
As of December 31, 2022, the total acreage of our oil and gas producing fields and blocks of our overseas equity-accounted investments was 1,675.4 square kilometers, including 1,675.4 square kilometers of developed acreage, of which 1,675.4 square kilometers were net developed acreage; and none was gross undeveloped acreage.
Oil and Natural Gas Reserves
As of December 31, 2022, our estimated proved reserves of crude oil and natural gas in China were 3,108.6 million BOE (including 1,641.7 million barrels of crude oil and 8,801.6 billion cubic feet of natural gas), and our estimated proved reserves of crude oil and natural gas outside of China, which included a share of the estimated proved reserves of our equity-accounted investments, were 320.8 million BOE. Our estimated proved reserves do not include additional quantities recoverable beyond the term of the relevant production licenses, or that may result from extensions of currently proved areas, or from application of improved recovery processes not yet tested and determined to be economical.
We established reasonable certainty of our proved reserves estimates by using the performance methods, the volumetric methods, analogy, or a combination of multiple methods. Performance methods include, but are not limited to, decline curve analysis, material balance and reservoir simulation, which utilize extrapolations of historical production available. The volumetric method, analogy, or a combination of such methods were used where historical performance data was inadequate to establish a definitive trend or where the use of production performance data as the basis for reserves estimates was considered inappropriate. All proved undeveloped reserves were estimated by volumetric method and analogy.
The following tables set forth our proved developed and undeveloped crude oil and natural gas reserves by region as of December 31, 2022.
Crude Oil Proved Reserves |
| As of December 31, 2022 |
(in millions of barrels) | ||
Developed Subsidiaries |
|
|
China |
| 1,489 |
Shengli |
| 1,105 |
Others |
| 384 |
Overseas |
| 17 |
Subtotal |
| 1,506 |
Equity-accounted investments |
| |
China |
| — |
Overseas |
| 260 |
Subtotal |
| 260 |
Total Proved Developed |
| 1,766 |
Undeveloped Subsidiaries |
| |
China |
| 153 |
Shengli |
| 41 |
Others |
| 112 |
Overseas |
| — |
Subtotal |
| 153 |
Equity-accounted investments |
| |
China |
| — |
Overseas |
| 43 |
Subtotal |
| 43 |
Total Proved Undeveloped |
| 196 |
Total Crude Oil Proved Reserves |
| 1,962 |
19
Natural Gas Proved Reserves |
| As of December 31, 2022 |
(in billions of cubic feet) | ||
Developed Subsidiaries | ||
China |
| 7,135 |
Puguang |
| 1,417 |
Fuling |
| 1,632 |
Others |
| 4,086 |
Overseas |
| — |
Subtotal |
| 7,135 |
Equity-accounted investments |
| |
China |
| — |
Overseas |
| 3 |
Subtotal |
| 3 |
Total Proved Developed |
| 7,138 |
Undeveloped Subsidiaries |
| |
China |
| 1,667 |
Puguang |
| 155 |
Fuling |
| 99 |
Others |
| 1,413 |
Overseas |
| — |
Subtotal |
| 1,667 |
Equity-accounted investments |
| |
China |
| — |
Overseas |
| 1 |
Subtotal |
| 1 |
Total Proved Undeveloped |
| 1,668 |
Total Natural Gas Proved Reserves |
| 8,806 |
As of December 31, 2022, approximately 153 million barrels of our crude oil proved reserves and 1,667 billion cubic feet of our natural gas proved reserves were classified as proved undeveloped reserves in China and overseas. 2.2 million barrels of crude oil and 32.6 billion cubic feet natural gas proved reserves in China have been classified as proved undeveloped for more than five years, mainly under Sinopec Shanghai Offshore Petroleum Company, one of our subsidiaries. The reason that such proved reserves had remained undeveloped for more than five years was that offshore oil and gas production sites generally had a longer construction period, which was further protracted due to the COVID-19 pandemic. The Company is currently optimizing the development plan for such reserves. The overseas reserves of the Company are located in Angola in Africa, Russia in Europe, Kazakhstan in Asia and Columbia in South America. As of the date of this report, there is no material concentration of the Company’s undeveloped reserves.
During the year of 2022, a total of 350 wells were drilled in China and 101.5 wells were drilled overseas.
During the year of 2022, our proved crude oil reserves and proved crude oil reserves of our equity method investees increased by 211.48 million barrels, as a result of:
| ● | an upward revision of previous estimate by 283.98 million barrels, comprising an upward revision of 140.64 million barrels due to increased crude oil price, an upward revision of 11.28 million barrels due to decrease in cost, an upward revision of 83.54 million barrels due to infill drilling, and an upward revision of 48.52 million barrels due to the changes in production performance; |
| ● | an increase of 89.22 million barrels by reason of the adoption of technologies and methods such as gas displacement and chemical displacement; |
| ● | an increase of 112.72 million barrels due to extension and new discoveries of crude oil fields; and |
| ● | a decrease of 274.44 million barrels due to production activities. |
20
During the year of 2022, our proved natural gas reserves and proved natural gas reserves of our equity method investees increased by 349.17 billion cubic feet, as a result of:
| ● | an upward revision of previous estimate by 806.25 billion cubic feet, comprising an upward revision of 50.95 billion cubic feet of proved natural gas reserves resulting from an increase in gas price, an increase of 14.34 billion cubic feet resulting from decrease in cost, an increase of 32.54 billion cubic feet due to the changes in production performance, an increase of 13.75 billion cubic feet due to the adoption of refracturing and increase of sand addition, and an increase of 694.67 billion cubic feet due to infill drilling; |
| ● | an increase of 16.61 billion cubic feet by reason of the adoption of improved recovery techniques; |
| ● | an increase of 664.16 billion cubic feet due to extension and new discoveries of gas fields; and |
| ● | a decrease of 1,137.85 billion cubic feet due to production activities. |
Noteworthy changes in proved undeveloped reserves during the year of 2022 are as follows:
| ● | our proved undeveloped crude oil reserves increased by 23.32 million barrels, resulting from an increase of 72.54 million barrels due to adjustments in our drilling plan, and an increase of 0.14 million barrels due to extension and new discoveries of crude oil fields, partially offset by a conversion of 49.36 million barrels from proved undeveloped crude oil reserves to proved developed crude oil reserves through our production activities; and |
| ● | our proved undeveloped natural gas reserves decreased by 48.43 billion cubic feet, resulting from a conversion of 588.78 billion cubic feet from proved undeveloped natural gas reserves to proved developed natural gas reserves through our productions activities, partially offset by an increase of 540.35 billion cubic feet due to adjustments in our drilling plan. |
Total capital expenditure incurred in converting proved undeveloped reserves into proved developed reserves amounted to RMB13.29 billion, including RMB12.8 billion and RMB0.49 billion incurred in connection with our operations in China and overseas, respectively, in 2022.
During the year of 2021, our proved crude oil reserves and proved crude oil reserves of our equity method investees increased by 207.96 million barrels, as a result of:
| ● | an upward revision of previous estimate by 241.83 million barrels, comprising an upward revision of 297.16 million barrels due to increased crude oil price, an upward revision of 14.99 million barrels due to infill drilling, an upward revision of 25.61 million barrels due to the extension of our existing licenses, and an upward revision of 6.60 million barrels due to improved production performance, partially offset by a downward revision of 102.53 million barrels due to the increase in cost; |
| ● | an increase of 127.76 million barrels by reason of the adoption of technologies and methods such as gas displacement and chemical displacement; |
| ● | an increase of 111.66 million barrels due to the extension of and new discoveries in the Chengdao oil field and Shunbei oil and gas field; and |
| ● | a decrease of 273.29 million barrels due to production activities. |
During the year of 2021, our proved natural gas reserves and proved natural gas reserves of our equity method investees increased by 265.62 billion cubic feet, as a result of:
| ● | a decrease of 1,111.21 billion cubic feet due to production activities; |
21
| ● | an upward revision of previous estimate by 662.30 billion cubic feet of proved natural gas reserves, comprising an increase of 149.59 billion cubic feet resulting from an increase in oil and gas price, an increase of 227.67 billion cubic feet due to improved production performance, an increase of 56.65 billion cubic feet due to the addition of compression for gas wells, an increase of 120.01 billion cubic feet due to the adoption of refracturing, and an increase of 155.45 billion cubic feet due to infill drilling, partially offset by a decrease of 47.07 billion cubic feet due to increase in cost; |
| ● | an increase of 36.28 billion cubic feet by reason of the adoption of improved recovery techniques; and |
| ● | an increase of 678.25 billion cubic feet due to the extension and new discoveries in Puguang gas field, Weirong gas field and Yongchuan gas field. |
During the year of 2020, our proved crude oil reserves and proved crude oil reserves of our equity method investees decreased by 198.35 million barrels, as a result of:
| ● | a downward revision of previous estimate by 149.36 million barrels due to a downward revision of 293.19 million barrels due to reduced crude oil price, partially offset by an upward revision of 62.54 million barrels due to cost control, an upward revision of 8.87 million barrels due to infill drilling, an upward revision of 66.08 million barrels due to improved production performance, and an upward revision of 6.35 million barrels due to the extension of oversea licenses; |
| ● | an increase of 100.33 million barrels resulting from the application of improved recovery techniques such as gas displacement and chemical displacement; |
| ● | an increase of 130.90 million barrels due to the extensions and new discoveries in Tahe oil field, Shunbei oil and gas field, Chunfeng oil field, Angola oil field, etc.; and |
| ● | a decrease of 280.22 million barrels due to production activities. |
During the year of 2020, our proved natural gas reserves and proved natural gas reserves of our equity method investees increased by 965.58 billion cubic feet, as a result of:
| ● | an upward revision of previous estimate by 835.26 billion cubic feet, comprising an upward revision of 40.94 billion cubic feet due to cost control, an upward revision of 168.96 billion cubic feet due to improved production performance, an upward revision of 59.61 billion cubic feet due to the application of techniques such as adding compression for gas wells, an upward revision of 127.55 billion cubic feet due to the application of techniques such as re-fracturing, an upward revision of 474.23 billion cubic feet due to infill drilling, and an upward revision of 1.73 billion cubic feet due to the extension of oversea licenses, partially offset by a downward revision of 37.76 billion cubic feet due to the decrease in gas price; |
| ● | an increase of 31.69 billion cubic feet resulting from the application of improved recovery techniques; |
| ● | an increase of 1,170.96 billion cubic feet due to the extension and new discoveries in Chuanxi gas field, Dongsheng gas field, Weirong gas field and others; and |
| ● | a decrease of 1,072.33 billion cubic feet due to production activities. |
Our reserves estimation is managed by a two-tier management system. The Oil and Natural Gas Reserves Management Committee, or the RMC, at our headquarters level, organizes, coordinates and oversees the overall reserves estimation, and is in charge of major issues in reserves estimation and approving the reserves estimation report of our company. Each of our Branches has a reserves management committee that manages and coordinates the reserves estimation process, organizes evaluators to conduct reserves estimation, reviews and inspects the evaluation materials and results at the branch level, and reports to the RMC of the Company.
Our RMC consists of our senior managements, the senior management of related divisions at our headquarters level, our exploration and production institution and our Branches in each oil field. The current Chairman of our RMC, Mr. Liu Hongbin, Senior Vice President of the company, has over 30 years of experience in the oil and gas industry. A majority of our RMC members hold doctor’s or master’s degrees and our RMC members have an average of 20 years of technical experience in relevant industry fields, such as geology, development and economics.
22
Our reserves estimation is guided by procedural manuals and technical guidance. Initial collection and compilation of reserves information are conducted by different working divisions, including exploration, development and financial divisions, at production bureau level. Technical experts in exploration, development and economics divisions of our Branches in each oil field collectively prepare the initial report on reserves estimation. The RMC at production bureau level then review to ensure the qualitative and quantitative compliance with technical guidance and accuracy and reasonableness of the reserves estimation. We also engage outside consultants who assist us to be in compliance with the U.S. Securities and Exchange Commission rules and regulations. Our reserves estimation process is further facilitated by a specialized reserves database which is reviewed and updated periodically.
Oil and Natural Gas Production
In 2022, we produced an average of 1,255.7 thousand BOE per day in China, of which approximately 54.72% was crude oil and 45.28% was natural gas. We produced an average of 84.24 thousand BOE per day overseas, of which 97.8% was crude oil and 2.2% was natural gas.
The following tables set forth our average daily production of crude oil and natural gas for the years ended December 31, 2020, 2021 and 2022. The production of crude oil includes condensate.
| Year Ended December 31, | |||||
2020(1) | 2021(2) | 2022(3) | ||||
(in thousands of barrels) | ||||||
Average Daily Crude Oil Production |
|
|
|
|
|
|
China |
| 682 |
| 684 |
| 687 |
Subsidiaries |
| 682 |
| 684 |
| 687 |
Shengli |
| 454 |
| 455 |
| 455 |
Others |
| 228 |
| 229 |
| 232 |
Overseas |
| 84 |
| 83 |
| 82 |
Subsidiary |
| 17 |
| 14 |
| 14 |
Equity-accounted investments |
| 67 |
| 69 |
| 68 |
Total Crude Oil Production |
| 766 |
| 767 |
| 769 |
Note:
| (1) | Includes 0.48 thousand BOE of crude oil consumed in the production. |
| (2) | Includes 0.49 thousand BOE of crude oil consumed in the production. |
| (3) | Includes 0.44 thousand BOE of crude oil consumed in the production. |
| Year Ended December 31, | |||||
2020(1) | 2021(2) | 2022(3) | ||||
(in millions of cubic feet) | ||||||
Average Daily Natural Gas Production |
|
|
|
|
|
|
China |
| 2,921 |
| 3,277 |
| 3,412 |
Subsidiaries |
| 2,921 |
| 3,277 |
| 3,412 |
Puguang |
| 598 |
| 651 |
| 617 |
Fuling |
| 647 |
| 695 |
| 696 |
Others |
| 1,676 |
| 1,931 |
| 2,099 |
Overseas |
| 9 |
| 9 |
| 10 |
Equity-accounted investments |
| 9 |
| 9 |
| 10 |
Total Natural Gas Production |
| 2,930 |
| 3,286 |
| 3,422 |
Note :
| (1) | Includes 145.82 million cubic feet of natural gas consumed in the production. |
| (2) | Includes 163.59 million cubic feet of natural gas consumed in the production. |
| (3) | Includes 222.27 million cubic feet of natural gas consumed in the production. |
23
Lifting Cost & Realized Prices
The following table sets forth our average lifting costs per BOE of crude oil produced, average sales prices per barrel of crude oil and average sales prices per thousand cubic meters of natural gas for the years ended December 31, 2020, 2021 and 2022.
| Weighted Average |
| China |
| Overseas(1) | |
(RMB) | ||||||
For the year ended December 31, 2022 |
|
|
|
|
|
|
Average petroleum lifting cost per BOE | 112.80 |
| 107.72 |
| 188.56 | |
Average realized sales price |
|
| ||||
Per barrel of crude oil | 613.35 |
| 605.72 |
| 676.97 | |
Per thousand cubic feet of natural gas | 44.72 |
| 44.72 |
| — | |
For the year ended December 31, 2021 |
|
|
| |||
Average petroleum lifting cost per BOE | 113.91 |
| 108.42 |
| 193.94 | |
Average realized sales price |
|
| ||||
Per barrel of crude oil | 415.85 |
| 411.93 |
| 448.4 | |
Per thousand cubic feet of natural gas | 40.61 |
| 40.61 |
| — | |
For the year ended December 31, 2020 |
|
|
| |||
Average petroleum lifting cost per BOE | 105.28 |
| 101.67 |
| 154.41 | |
Average realized sales price |
|
| ||||
Per barrel of crude oil | 269.85 |
| 266.86 |
| 294.12 | |
Per thousand cubic feet of natural gas | 37.33 |
| 37.33 |
| — | |
(1) | The exchange rates we used for overseas data in this table were exchange rates for each year ended December 31, 2020, 2021 and 2022, which were RMB6.90 to US$ 1.00, RMB6.45 to US$ 1.00 and RMB6.73 to US$1.00, respectively. |
Exploration and Development Activities
In 2022, focusing on exploration for large-scale quality reserves, we pressed ahead with high quality exploration and profit-oriented development, made considerable efforts to advance technology innovation and project guarantee, and achieved significant improvement on reserves, production and efficiency.
The following table sets forth the number of our exploratory and development wells, including a breakdown of productive wells and dry wells we drilled during the years ended December 31, 2020, 2021 and 2022.
| As of December 31, | |||||||||||||||||||||||
2020 | 2021 | 2022 | ||||||||||||||||||||||
Number of | Exploratory | Development | Exploratory | Development | Exploratory | Development | ||||||||||||||||||
Drilled Well(1) | Productive | Dry | Productive | Dry | Productive | Dry | Productive | Dry | Productive | Dry | Productive | Dry | ||||||||||||
China |
| 383 |
| 136 |
| 2,015 |
| 3 |
| 363 |
| 129 |
| 1,828 |
| 4 |
| 364 |
| 111 |
| 1,958 |
| 3 |
Subsidiaries |
| 383 |
| 136 |
| 2,015 |
| 3 |
| 363 |
| 129 |
| 1,828 |
| 4 |
| 364 |
| 111 |
| 1,958 |
| 3 |
Shengli |
| 204 |
| 64 |
| 1,080 |
| 2 |
| 170 |
| 58 |
| 944 |
| 2 |
| 159 |
| 48 |
| 1,029 |
| 2 |
Others |
| 179 |
| 72 |
| 935 |
| 1 |
| 193 |
| 71 |
| 884 |
| 2 |
| 205 |
| 63 |
| 929 |
| 1 |
Overseas |
| 2 |
| — |
| 100 |
| — |
| 2 |
| 1 |
| 114 |
| — |
| 5 |
| 1 |
| 200 |
| — |
Subsidiaries |
| — |
| — |
| 4 |
| — |
| — |
| — |
| 2 |
| — |
| — |
| — |
| — |
| — |
Equity- accounted investments |
| 2 |
| — |
| 96 |
| — |
| 2 |
| 1 |
| 112 |
| — |
| 5 |
| 1 |
| 200 |
| — |
Total |
| 385 |
| 136 |
| 2,115 |
| 3 |
| 365 |
| 130 |
| 1,942 |
| 4 |
| 369 |
| 112 |
| 2,158 |
| 3 |
(1)Number of net wells.
24
The following table sets forth the number of wells being drilled by us as of December 31, 2020, 2021 and 2022: