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Correspondence 0001341004-23-000214 from CHINA PETROLEUM & CHEMICAL CORP (SNPMF) (CIK 0001123658) (SNPMF)

CHINA PETROLEUM & CHEMICAL CORP (SNPMF) (CIK 0001123658)
Date: Sept. 1, 2023 · CIK: 0001123658 · Accession: 0001341004-23-000214

AI Filing Summary & Sentiment

File numbers found in text: 001-15138

Referenced dates: August 4, 2023

Date
September 1, 2023
Author
By
Form
CORRESP
Company
CHINA PETROLEUM & CHEMICAL CORP (SNPMF) (CIK 0001123658)

Letter

VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Re: China Petroleum & Chemical Corporation Form 20-F for Fiscal Year Ended December 31, 2022 File No. 001-15138

Dear Mr. Howes and Mr. Dunham:

We refer to the letter dated August 4, 2023 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) with respect to certain comments regarding the annual report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”) for the fiscal year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”). Set forth below are our responses to the Staff’s comments. For your convenience, we have also restated the Staff’s comments below in bold.

* * *

Form 20-F for Fiscal Year Ended December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 99

1.

We note that your disclosures pursuant to Item 16I(b) use terms such as “our,” “our company,” and “the company.” It is unclear from the context of these disclosures whether these terms are meant to encompass you and all of your consolidated foreign operating entities or whether in some instances these terms refer solely to China Petroleum & Chemical Corporation. Please note that Item 16I(b) requires that you provide each disclosure for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. To clarify this matter, please provide the information required by each subsection of Item 16I(b) for you and all of your consolidated foreign operating entities in your supplemental response.

With respect to Item 16I(b)(1), (2), (3) and (5), the Company respectfully advises the Staff that the Company does not have or otherwise use any VIE or similar structure “that results in any additional foreign entities being consolidated in the financial statements” of the Company. Therefore the relevant disclosures regarding “consolidated foreign operating entities” are not applicable to the Company and the Company’s disclosures pursuant to Item 16I(b) of the 2022 Form 20-F refer solely to the Company.

The Company also respectfully submits that it has made disclosures relating to its principal subsidiaries under Note 39 to its consolidated financial statements included in the 2022 Form 20-F.

2.

We note your disclosure at page 99 that certain of your directors and supervisors are officials of the Communist Party of China. While you include a cross-reference to your disclosure under Item 6A of the Form 20-F, we note that your disclosures under that Item appear to identify “members,” rather than “officials,” of the Communist Party of China. Please revise this section to name each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant.

The Company respectfully submits to the Staff that the table below sets forth the directors of the Company who are members of the Communist Party of China and hold positions in relevant committees of the Communist Party of China:

Director

Position

Ma Yongsheng

Secretary of the Leading Party Member Group of China Petrochemical Corporation

Zhao Dong

Alternate member of the 20th Central Committee of the Party; Vice Secretary of the Leading Party Member Group of China Petrochemical Corporation

Yu Baocai

Member of the Leading Party Member Group of China Petrochemical Corporation

Li Yonglin

Member of the Leading Party Member Group of China Petrochemical Corporation

3.

In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm which members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

The Company respectfully submits to the Staff that (i) the Company maintains human resources records of each executive director of the Company; and (ii) the Company has requested each non-executive director (including each independent director) of the

Company to submit his or her biographical information to the Company, prior to his or her appointment to the board, and to notify the Company of any updates thereof. As part of the Company’s annual compliance and reporting procedures for the Form 20-F filing, the Company has reviewed the relevant information relating to its directors, and required all of its directors to review and confirm the relevant disclosures contained in the 2022 Form 20-F.

The Company respectfully submits that it did not rely upon any third party certifications such as affidavits as the basis of its disclosure.

* * *

Please contact Alpine Wu, at (832) 834-2431 or alpinewu@sinopec.com if you have any questions. Thank you very much.

Sincerely,
China Petroleum & Chemical Corporation

Show Raw Text
CORRESP
1
filename1.htm

  China Petroleum & Chemical Corporation

  22 Chaoyangmen North Street

  Chaoyang District, Beijing, 100728

  The People’s Republic of China

  September 1, 2023

  VIA EDGAR

  Mr. Tyler Howes

  Mr. Christopher Dunham

  Division of Corporation Finance

  Disclosure Review Program

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

        Re:

          China Petroleum & Chemical Corporation

            Form 20-F for Fiscal Year Ended December 31, 2022

            File No. 001-15138

  Dear Mr. Howes and Mr. Dunham:

  We refer to the letter dated August 4, 2023 from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) with respect to certain
    comments regarding the annual report on Form 20-F of China Petroleum & Chemical Corporation (the “Company”) for the fiscal year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “2022 Form 20-F”). Set forth below are our
    responses to the Staff’s comments. For your convenience, we have also restated the Staff’s comments below in bold.

  *          *          *

  Form 20-F for Fiscal Year Ended December 31, 2022

  Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 99

            1.

            We note that your disclosures pursuant to Item 16I(b) use terms such as “our,” “our company,” and “the
              company.” It is unclear from the context of these disclosures whether these terms are meant to encompass you and all of your consolidated foreign operating entities or whether in some instances these terms refer solely to China Petroleum
              & Chemical Corporation. Please note that Item 16I(b) requires that you provide each disclosure for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. To clarify this
              matter, please provide the information required by each subsection of Item 16I(b) for you and all of your consolidated foreign operating entities in your supplemental response.

  With respect to Item 16I(b)(1), (2),
      (3) and (5), the Company respectfully advises the Staff that the Company does not have or otherwise use any VIE or similar structure “that results in any additional foreign entities being consolidated in the financial statements” of the
    Company. Therefore the relevant disclosures regarding “consolidated foreign operating entities” are not applicable to the Company and the Company’s disclosures  pursuant to Item 16I(b) of the 2022 Form 20-F refer solely to the Company.

  The Company also respectfully submits that it has made disclosures relating to its principal subsidiaries under Note
    39 to its consolidated financial statements included in the 2022 Form 20-F.

            2.

            We note your disclosure at page 99 that certain of your directors and supervisors are officials of the
              Communist Party of China. While you include a cross-reference to your disclosure under Item 6A of the Form 20-F, we note that your disclosures under that Item appear to identify “members,” rather than “officials,” of the Communist Party of
              China. Please revise this section to name each official of the Chinese Communist Party who is a member of the board of directors of the registrant or the operating entity with respect to the registrant.

  The Company respectfully submits to the Staff that the table below sets forth the directors of the Company who are
    members of the Communist Party of China and hold positions in relevant committees of the Communist Party of China:

          Director

          Position

          Ma Yongsheng

          Secretary of the Leading Party Member Group of China Petrochemical Corporation

          Zhao Dong

          Alternate member of the 20th Central Committee of the Party; Vice Secretary of the Leading Party Member Group of China Petrochemical Corporation

          Yu Baocai

          Member of the Leading Party Member Group of China Petrochemical Corporation

          Li Yonglin

          Member of the Leading Party Member Group of China Petrochemical Corporation

            3.

            In order to clarify the scope of your review, please supplementally describe the steps you have taken to
              confirm which members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
              affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

  The Company respectfully submits to the Staff that (i) the Company maintains human resources records of each
    executive director of the Company; and (ii) the Company has requested each non-executive director (including each independent director) of the

  Company to submit his or her biographical information to the Company, prior to his or her appointment to the board,
    and to  notify the Company of any updates thereof. As part of the Company’s annual compliance and reporting procedures for the Form 20-F filing, the Company has reviewed the relevant information relating to its directors, and required all of its
    directors to review and confirm the relevant disclosures contained in the 2022 Form 20-F.

  The Company respectfully submits that it did not rely upon any third party certifications such as affidavits as the
    basis of its disclosure.

  *          *          *

  Please contact Alpine Wu, at (832) 834-2431 or alpinewu@sinopec.com if you have any questions. Thank you very much.

          Sincerely,

          China Petroleum & Chemical Corporation

          By:

          /s/ Huang Wensheng

          Name:

          Huang Wensheng

          Title:

          Vice President and Secretary to the Board of Directors