SPTJF Shanghai Petrochemical Co Ltd (PK)

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number: 1-12158

Sinopec Shanghai Petrochemical Company Limited

(Translation of registrant’s name into English)

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

The People’s Republic of China

(Address of principal executive offices)

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

Form 20-F   ☒                 Form 40-F  ☐

EXHIBITS

Disclaimer—Forward-Looking Statements

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

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SIGNATURES

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

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Exhibit 99.1

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

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

(Stock Code: 00338)

Connected Transaction

Technology Development Documents

On 25 December 2023, the Board considered and approved (i) the Technology Development Document I to be entered into among the Company, Sinopec Corp. and Sinopec Shanghai Engineering; and (ii) the Technology Development Document II to be entered into between the Company and Sinopec Corp. The Technology Development Documents will be signed before 31 December 2023.

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THE TECHNOLOGY DEVELOPMENT DOCUMENTS

The key terms of the Technology Development Documents are summarized as follows:

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BASIS FOR THE CONSIDERATION

The consideration of the Technology Development Documents was determined by parties on an arm’s length basis with reference to the scale, estimated costs and expenses of the entrusted work.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE TECHNOLOGY DEVELOPMENT DOCUMENTS

The first phase of the Company’s 10,000 ton level 48K large-tow carbon fiber plant was completed and put into operation. The transactions under the Technology Development Documents are conducive to improving the Company’s product quality and further forming the full product spectrum advantages of the “universal level+high performance”, “small tow+large tow” for carbon fiber, which will in turn enhance our market competitiveness.

IMPLICATIONS UNDER THE HONG KONG LISTING RULES

As of the date of this announcement, Sinopec Corp. holds 5,459,455,000 A shares of the Company, representing approximately 50.55% of the Company’s issued share capital, and therefore is the controlling shareholder of the Company. Sinopec Shanghai Engineering is an indirect non-wholly owned subsidiary of Sinopec Group, the Company’s actual controller. According to Chapter 14A of the Hong Kong Listing Rules, both Sinopec Corp. and Sinopec Shanghai Engineering are connected persons of the Company. Therefore, entering into the Technology Development Documents constitutes a connected transaction of the Company. Since the Technology Development Document I and Technology Development Document II will be entered into with the same connected person and are similar in nature, the above Technology Development Documents will be aggregated in accordance with the relevant requirements of Rule 14A.81 of the Hong Kong Listing Rules. As the highest applicable percentage ratio of the Technology Development Documents on an aggregated basis exceeds 0.1% but is less than 5%, entering into the Technology Development Documents is subject to the reporting and announcement requirements but is exempted from the independent shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules.

APPROVAL OF THE BOARD

On 25 December 2023, the Board considered and approved (i) the Technology Development Document I to be entered into among the Company, Sinopec Corp. and Sinopec Shanghai Engineering; and (ii) the Technology Development Document II to be entered into between the Company and Sinopec Corp. The Directors including Mr. Wan Tao, Mr. Du Jun and Mr. Xie Zhenglin, due to their positions held in the connected persons of the Company, abstained from voting at the meeting of the Board.

The Board (including independent non-executive Directors) is of the view that the transactions contemplated under the Technology Development Documents are carried out in the ordinary and usual course of business of the Company on normal commercial terms upon fair negotiation among the parties, and the relevant transaction terms are fair and reasonable and in the interests of the Company and its shareholders as a whole.

According to the Shanghai Listing Rules, relevant information on the signing of the Technology Development Documents has been submitted to a special meeting of independent non-executive Directors prior to the approval of the Board, for convenience in terms of its review and approval. At the second special meeting of independent Directors of the 11th session of the Board, all independent non-executive Directors including Mr. Tang Song, Mr. Chen Haifeng, Mr. Yang Jun, Ms. Zhou Ying and Mr. Huang Jiangdong unanimously agreed on the Technology Development Documents and approved that relevant proposals be submitted to the Board for consideration.

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GENERAL INFORMATION

The Company

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

Sinopec Corp.

Sinopec Corp. is a joint stock company established in China, which are mainly engaged in the exploration and production, pipeline transportation and sale of petroleum and natural gas; the production, sale, storage and transportation of refinery products, petrochemical products, coal chemical products, synthetic fibre, and other chemical products; the import and export, including an import and export agency business, of petroleum, natural gas, petroleum products, petrochemical and chemical products, and other chemical commodities and technologies; and research, development and application of technologies and information; hydrogen energy business and related services such as hydrogen production, storage, transportation and sales; battery charging and swapping of the new energy vehicles, solar energy, wind energy and other new energy business and related services.

Sinopec Shanghai Engineering

Sinopec Shanghai Engineering is a limited liability company established in China, which are mainly engaged in construction engineering design, construction, inspection and management; technology development, consultation, exchange, transfer and promotion; technology development and consulting services for new materials, environmental pollution control and resource recycling; sales services for electrical equipment, specialty devices, construction materials and chemical products; purchasing agency as well as goods import and export services.

DEFINITIONS

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

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Shanghai, the PRC, 26 December 2023

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

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