form6-k.htm


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934

For the month of August, 2011

CHINA PETROLEUM & CHEMICAL CORPORATION
22 Chaoyangmen North Street,
Chaoyang District, Beijing, 100728
People's Republic of China
Tel: (8610) 59960114

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

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. )
 
Yes            _____         No               ü 

(If "Yes" is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b): 82-__________. )
 
N/A


 
 

 

 
This Form 6-K consists of:

A copy of 2011 interim report of China Petroleum & Chemical Corporation (the “Registrant”) published on the website of Hong Kong Stock Exchange.


 
 

 

CONTENTS

2
 
Company Profile
     
3
 
Principal Financial Data and Indicators
     
5
 
Changes in Share Capital and Shareholdings of Principal Shareholders
     
7
 
Chairman's Statement
     
8
 
Business Review and Prospects
     
12
 
Management’s Discussion and Analysis
     
24
 
Significant Events
     
31
 
Directors, Supervisors and Senior Management
     
33
 
Financial Statements
     
145
 
Documents for Inspection
     
146
 
Written Confirmation from the Directors and Senior Management

This interim report contains forward-looking statements. All statements, other than statements of historical facts, that address business activities, events or developments that the Company expects or anticipates will or may occur in the future (including, but not limited to projections, targets, reserves and other estimates and business plans) are forward-looking statements. The actual results or developments of the Company may differ materially from those indicated by these forward-looking statements as a result of various factors and uncertainties. The Company makes the forward-looking statements referred to herein as at 26 August 2011 and, unless otherwise required by the relevant regulatory authorities, undertakes no obligation to update these statements.

 
1

 

IMPORTANT NOTICE: THE BOARD OF DIRECTORS AND THE SUPERVISORY BOARD OF CHINA PETROLEUM & CHEMICAL CORPORATION (“SINOPEC CORP.”) AND ITS DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT WARRANT THAT THERE ARE NO FALSE REPRESENTATIONS, MISLEADING STATEMENTS OR MATERIAL OMISSIONS CONTAINED IN THIS INTERIM REPORT, AND SEVERALLY AND JOINTLY ACCEPT FULL RESPONSIBILITY FOR THE AUTHENTICITY, ACCURACY AND COMPLETENESS OF THE INFORMATION CONTAINED IN THIS INTERIM REPORT. THERE IS NO OCCUPANCY OF NON-OPERATING FUNDS BY THE SUBSTANTIAL SHAREHOLDERS OF SINOPEC CORP. ALL DIRECTORS OF SINOPEC CORP. ATTENDED THE FIFTEENTH MEETING OF THE FOURTH SESSION OF THE BOARD. MR. FU CHENGYU, CHAIRMAN OF THE BOARD, MR. WANG TIANPU, VICE CHAIRMAN AND PRESIDENT AND MR. WANG XINHUA, CHIEF FINANCIAL OFFICER AND HEAD OF THE CORPORATE FINANCE DEPARTMENT WARRANT THE AUTHENTICITY AND COMPLETENESS OF THE INTERIM FINANCIAL STATEMENTS CONTAINED IN THIS INTERIM REPORT.

THE INTERIM FINANCIAL STATEMENTS FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2011 OF SINOPEC CORP. AND ITS SUBSIDIARIES (“THE COMPANY”) PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (“ASBE”), AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) HAVE BEEN AUDITED BY KPMG HUAZHEN AND KPMG RESPECTIVELY, AND BOTH FIRMS HAVE ISSUED STANDARD UNQUALIFIED OPINIONS ON THE INTERIM FINANCIAL STATEMENTS CONTAINED IN THIS INTERIM REPORT.

COMPANY PROFILE
Sinopec Corp. is one of the largest integrated energy and chemical companies with upstream, midstream and downstream operations in China. The principal operations of the Company include: the exploration and production, pipeline transportation and sales of petroleum and natural gas; petroleum refining; production; storage and transportation of petroleum products, petrochemical products, synthetic fiber, fertilizer and other chemical products; import & export, as well as import and export agency business of oil, natural gas, petroleum products, petrochemical and chemical products, and other commodities and technologies; and research, development and application of technologies and information.

Sinopec Corp. holds true to its mission of “Enterprise Development, Contribution to the Country, Shareholder Value Creation, Social Responsibility and Employee Wellbeing”. It operates to the highest standard of integrity and work ethics, builds mutual success with partners through collaboration. Through dedication and passion to build Sinopec as a national flagship, together with professionalism and a deliverable-driven spirit, we will strive to realize the group’s vision of becoming a “first-class global energy and chemical corporation”.

SINOPEC CORP.’S BASIC INFORMATION
LEGAL NAME
 
PLACE OF BUSINESS IN HONG KONG
 
PLACES OF LISTING OF SHARES, STOCK
石油化工股份有限公司
 
20th Floor, Office Tower, Convention Plaza
 
NAMES AND STOCK CODES
   
1 Harbour Road, Wanchai, Hong Kong
 
A Share:
Shanghai Stock Exchange
CHINESE ABBREVIATION
       
Stock name: 中國石化
中國石化
 
NEWSPAPERS FOR INFORMATION
   
Stock code: 600028
   
DISCLOSURE IN MAINLAND CHINA
     
ENGLISH NAME
 
China Securities Journal
 
H Share:
Hong Kong Stock Exchange
China Petroleum & Chemical Corporation
 
Shanghai Securities News
   
Stock code: 0386
   
Securities Times
     
ENGLISH ABBREVIATION
     
ADR:
New York Stock Exchange
Sinopec Corp.
 
INTERNET WEBSITE PUBLISHING THIS
   
Stock code: SNP
   
INTERIM REPORT
     
LEGAL REPRESENTATIVE
 
Designated by the China Securities Regulatory
   
London Stock Exchange
Mr. Fu Chengyu
 
Commission:
   
Stock code: SNP
   
http://www.sse.com.cn
   
AUTHORISED REPRESENTATIVE
     
FIRST REGISTRATION DATE OF SINOPEC
Mr. Wang Tianpu, Mr. Chen Ge
 
The Stock Exchange of Hong Kong Limited
 
CORP.
   
(“Hong Kong Stock Exchange”):
 
25 February 2000
SECRETARY TO THE BOARD OF
 
http://www.hkex.com.hk
   
DIRECTORS
     
FIRST REGISTRATION PLACE OF SINOPEC
Mr. Chen Ge
 
The Company’s Website:
 
CORP.
   
http://www.sinopec.com
 
6A Huixindong Street, Chaoyang District,
REPRESENTATIVE ON SECURITIES
     
Beijing, PRC
MATTERS
 
PLACES WHERE THE INTERIM REPORT IS
   
Mr. Huang Wensheng
 
AVAILABLE FOR INSPECTION
 
ENTERPRISE LEGAL BUSINESSES LICENSE
   
China:
Board Secretariat
 
REGISTRATION NO.
REGISTERED ADDRESS, PLACE OF
   
Sinopec Corp.
 
1000001003298 (10-10)
BUSINESS AND CORRESPONDENCE
   
22 Chaoyangmen North Street,
   
ADDRESS
   
Chaoyang District, Beijing, China
 
TAXATION REGISTRATION NO.
22 Chaoyangmen North Street, Chaoyang District,
       
Jing Guo Shui Chao Zi 110105710926094
Beijing, China
 
USA:
Citibank N.A.
   
Postcode: 100728
   
388 Greenwich St., 14th Floor
 
ORGANIZATION CODE
Tel: 86-10-59960028
   
New York, NY 10013 USA
 
71092609-4
Fax: 86-10-59960386
         
Website: http://www.sinopec.com
 
UK:
Citibank N. A.
 
NAMES AND ADDRESSES OF AUDITORS OF
E-mail:
ir@sinopec.com
   
Citigroup Centre
 
SINOPEC CORP.
 
media@sinopec.com
   
Canada Square
 
Domestic Auditors:
KPMG Huazhen Certified
     
Canary Wharf
   
Public Accountants
     
London E14 5LB UK
 
Address:
8/F, Office Tower E2
         
Oriental Plaza
         
1 East Chang’an Avenue
         
Dongcheng District
         
Beijing 100738, PRC
           
       
Overseas Auditors:
KPMG Certified Public
         
Accountants
       
Address:
8th Floor
         
Prince’s Building
         
Central, Hong Kong
 
 
2

 

PRINCIPAL FINANCIAL DATA AND INDICATORS

1
FINANCIAL DATA AND INDICATORS PREPARED IN ACCORDANCE WITH CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES (“ASBE”)

           
Changes
   
At 30 June
 
At 31 December
 
from the end
   
2011
 
2010
 
of last year
 
Items
RMB millions
 
RMB millions
 
(%)
             
 
Total assets
1,071,912
 
985,389
 
8.8
 
Total equity attributable to shareholders of the Company
454,883
 
421,127
 
8.0
 
Net assets per share attributable to shareholders of the Company (RMB)
5.247
 
4.857
 
8.0


           
Charges
           
over the same
   
Six-month periods ended 30 June
 
period of the
   
2011
 
2010
 
preceding year
 
Items
RMB millions
 
RMB millions
 
(%)
             
 
Operating profit
56,237
 
53,463
 
5.2
 
Profit before taxation
56,755
 
53,812
 
5.5
 
Net profit attributable to shareholders of the Company
40,239
 
36,776
 
9.4
 
Net profit attributable to shareholders of the Company before extraordinary gain and loss
39,824
 
34,948
 
14.0
 
Basic earnings per share (RMB)
0.464
 
0.424
 
9.4
 
Basic earnings per share (before extraordinary gain and loss) (RMB)
0.459
 
0.403
 
14.0
 
Diluted earnings per share (RMB)
0.452
 
0.418
 
8.1
 
Net cash flow from operating activities
30,863
 
55,845
 
(44.7)
 
Net cash flow from operating activities per share (RMB)
0.356
 
0.644
 
(44.7)
 
Weighted average return on net assets (%)
9.10
 
9.26
 
(0.16)
           
percentage point


 
Extraordinary items and corresponding amounts:

   
Six-month periods ended 30 June 2011
   
(Income)/expense
 
Items
RMB millions
     
 
Gain on disposal of non-current assets
(541)
 
Donations
20
 
Gain on holding and disposal of various investments
(62)
 
Other non-operating income and expenses, net
6
 
Subtotal
(577)
 
Tax effect
144
 
Total
(433)
 
Attributable to:
 
   
Equity shareholders of the Company
(415)
   
Non-controlling interests
(18)


 
3

 


2
FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)

           
Charges
           
over the same
   
Six-month periods ended 30 June
 
period of the
   
2011
 
2010
 
preceding year
 
Items
RMB millions
 
RMB millions
 
(%)
             
 
Operating profit
58,439
 
55,304
 
5.7
 
Profit attributable to equity shareholders of the Company
41,174
 
36,798
 
11.9
 
Return on capital employed (%) Note
6.58
 
6.51
 
0.07
           
percentage points
 
Basic earnings per share (RMB)
0.475
 
0.424
 
11.9
 
Diluted earnings per share (RMB)
0.462
 
0.419
 
10.3
 
Net cash generated from operating activities
30,570
 
55,563
 
(45.0)
 
Net cash generated from operating activities per share (RMB)
0.353
 
0.641
 
(45.0)

 
Note: 
Return on capital employed = operating profit x (1 - income tax rate)/capital employed


           
Changes
   
At 30 June
 
At 31 December
 
from the end
   
2011
 
2010
 
of last year
 
Items
RMB millions
 
RMB millions
 
(%)
             
 
Total assets
1,082,367
 
995,822
 
8.7
 
Total equity attributable to equity shareholders of the Company
452,962
 
419,604
 
7.9
 
Net assets per share (RMB)
5.224
 
4.840
 
7.9


 
4

 


CHANGES IN SHARE CAPITAL AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS

1
CHANGES IN THE SHARE CAPITAL OF SINOPEC CORP.
 
During the reporting period, there was no change in the share capital of Sinopec Corp.
   
2
NUMBER OF SHAREHOLDERS AND SHAREHOLDINGS OF PRINCIPAL SHAREHOLDERS
 
As at 30 June 2011, there were a total of 823,404 shareholders of Sinopec Corp., of which 816,457 were holders of A share and 6,947 were holders of H share. The public float of Sinopec Corp. satisfied the minimum requirements under the Rules Governing the Listing Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”).
   

 
(1)
Top ten shareholders
Unit: 1,000 shares

         
As a percentage
 
Number of
       
         
of total
 
shares held
 
Number
 
Number
         
shares
 
at the end
 
of shares
 
of shares
     
Nature of
 
at the end of
 
of reporting
 
with selling
 
pledged or
 
Name of Shareholders
 
shareholders
 
reporting period
 
period
 
restrictions
 
lock-ups
     
(%)
               
                       
 
China Petrochemical Corporation
 
A share
 
75.84
 
65,758,044
 
0
 
0
 
HKSCC (Nominees) Limited
 
H share
 
19.20
 
16,649,787
 
0
 
Unknown
 
Guotai Junan Securities Co., Ltd
 
A share
 
0.30
 
257,479
 
0
 
0
 
China Life-Dividend-Individual Dividend 005L-FH002 Shanghai
 
A share
 
0.20
 
176,120
 
0
 
0
 
PICC Life-Dividend-Individual Insurance Dividend
 
A share
 
0.14
 
118,054
 
0
 
0
 
Yinhua-Dow Jones 88 Selected Securities Inv. Fund
 
A share
 
0.06
 
55,325
 
0
 
0
 
Harvest Theme New Power Securities Inv. Fund
 
A share
 
0.05
 
46,801
 
0
 
0
 
SSE 50 ETF Open Index Securities Inv. Fund
 
A share
 
0.04
 
38,181
 
0
 
0
 
Huaan Hongli Securities Inv. Fund
 
A share
 
0.04
 
37,000
 
0
 
0
 
EFund 50 Index Securities Inv. Fund
 
A share
 
0.04
 
34,344
 
0
 
0

 
Statement on the connected relationship or activity in concert among the aforementioned shareholders:
   
 
We are not aware of any connection or activities in concert among or between the top ten shareholders.


 
5

 


 
(2)
Information disclosed by the shareholders of H Shares according to the Securities and Futures Ordinance as at 30 June 2011

       
Number of
 
As a percentage
       
shares with
 
of total interests
       
interests held
 
(H share) of
       
or regarded as
 
Sinopec Corp.
 
Name of shareholders
Status of shareholders
 
being held (share)
 
(%)
             
 
JPMorgan Chase & Co.
Beneficial owner
 
164,152,035(L)
 
0.98(L)
       
119,843,749(S)
 
0.71(S)
   
Investment manager
 
528,621,480(L)
 
3.15(L)
       
0(S)
 
0(S)
   
Custodian corporation/Approved lending agent
 
526,719,344(L)
 
3.14(L)
       
0(S)
 
0(S)
 
Blackrock Inc.
Interests of corporation controlled
 
1,112,981,547(L)
 
6.63(L)
   
by the substantial shareholder
 
99,883,226 (S)
 
0.60(S)
 
Templeton Asset Management Ltd.
Investment manager
 
1,009,069,203 (L)
 
6.01(L)

 
Note: 
(L): Long position, (S): Short position.

3
CHANGES IN THE CONTROLLING SHAREHOLDERS AND THE EFFECTIVE CONTROLLER
   
 
There was no change in the controlling shareholder or the de facto controller in the reporting period.


 
6

 


CHAIRMAN'S STATEMENT


 
Dear Shareholders:

First, I would like to take this opportunity to express my sincere thanks to all of you for your long-term support to Sinopec Corp.

This May, I was elected as a director and chairman of the fourth Session of the Board of Directors, and I am indebted to you and the members of the Board for this honor. I am deeply mindful of the great responsibility you have given me.

Since taking up this post, I have noticed that Sinopec Corp. is such a large-scale company with abundant resources and operates across the value chain of the petroleum and petrochemical industries, promoting the growth of the Chinese economy and providing products and services that people need in their daily life. Sinopec Corp. is the leading energy and petrochemical company in China and enjoys ever-greater influence in the international arena. I feel honored and proud to join the Sinopec Corp. management team.

Through many years of reform and development, Sinopec Corp. has grown rapidly and undergone significant changes. The Sinopec Group, with Sinopec Corp as its core asset, ranked the fifth on Fortune Global 500. Standing on this solid foundation, I am confident that the management team will be able to take Sinopec Corp. to a new level with better management, higher productivity and increased shareholder value.

We are and we will be facing a complicated macro-environment. Climate change is triggering an energy revolution that includes the transformation of energy production and consumption; globalisation is promoting a new round of industrialisation and changes in economies worldwide; and the debt crisis in the United States and Europe is inserting a significant impact on the recovery of global economy. All of these factors will have a profound impact on the trends and transformation of the petroleum and petrochemical industry in China. In response to the changes in the domestic and international macro-environment and in recognition of Sinopec Corp.’s responsibilities as China’s leading enterprise in the petroleum and petrochemical industry, our goal is to “build a first-class global energy and petrochemical company.”

Against the standards of the world's first-class corporations, we have adjusted and refined our original business strategies including resources, marketing, integration, internationalisation, and added two new strategies namely differentiation and low-carbon development.

To achieve our development goals and strategies, we will explore all practical measures to push forward all kinds of activities, and accelerate the transformation of development pattern. In making structural adjustments, our priority will be building on the success of those business areas over which we have a clear edge such as refining, chemicals and sales of refined oil products. We will strengthen our exploration and production business aggressively and rapidly. We will also implement further internal reform and fully utilise our advantages as to industry value chain, our assets, our natural and human resources so as to build a first-class global corporation.

Our untiring objectives are to focus on environmental protection, improve energy efficiency, conserve resources, and enhance our ability to create value in order to contribute to our country, reward our shareholders, serve the society, and benefit our employees.

I am certain that with the support of our shareholders and the joint efforts of our management team and staff, we will build Sinopec Corp. into a highly responsible and most admired first-class global energy and petrochemical company.


Fu, Chengyu
Chairman

Beijing, China
26 August 2011

 
7

 

BUSINESS REVIEW AND PROSPECTS
 
BUSINESS REVIEW
The Chinese government implemented a more active fiscal policy and a tighter monetary policy in the first half of 2011, with an aim to enhancing and improving its management of the macro economy. The Chinese economy has continued its steady and robust growth, with GDP increasing by 9.6% in the first half of the year. Domestic demand for refined oil and chemical products grew steadily, but at a slower rate. According to the Company’s statistics, domestic apparent consumption of oil products (including gasoline, diesel and kerosene) increased by 7.2% in the first half of the year, and consumption of ethylene equivalents increased by 1.9%.

Sinopec Corp. achieved outstanding results in the first half of 2011. We took full advantage of the integration of our upstream, midstream and downstream businesses, made great efforts to ensure sufficient supply in the domestic oil products market, actively expanded our petrochemical markets, strengthened our leverage on the synergies among production, sales and research, optimised our product mix, satisfied the needs of our customers and expanded our scale of operations.

1
PRODUCATION AND OPERATION
   
 
(1)
Exploration and Production Segment
   
The price of international crude oil rose sharply in the first half of 2011. The average Platts Global Brent spot price was US$111.16 per barrel, a year-over-year increase of 43.9%. The trend in domestic crude oil prices was basically the same as in the international market.


Movement of International Crude Oil Price

   
Sinopec Corp. has achieved excellent results in applying new technologies for exploration and production, particularly in solving the challenges of seismic study in complex piedomont tectonic belt, in increasing the drilling speed and efficiency in key regions. We have also made significant progress in conducting staged fracturing tests for horizontal wells in tight sandstone reservoirs. We have successfully undertaken staged fracturing of horizontal wells in our Zhenjing oil field and the Daniudi gas field in Ordos Basin, with a significant increase in production.
     
   
In oil exploration, we have made discoveries in three new territories - new strata, new types and new areas - in our matured fields in eastern China, the Tuofutai area of the Tahe oil field in western China, and the northern margin of the Junggar Basin. In gas exploration, we made new discoveries in deep marine facies and middle and shallow strata of the Yuanba area in northeastern Sichuan and in the shallow strata of the western Sichuan Basin. In oil-field development and production, we have made advances in improving the reserve development ratio, oil recovery rate and unit well productivity.
     
   
Domestically, Sinopec Corp. produced 150 million barrels of crude oil in the first half of 2011, a year-over-year increase of 0.7%, and 253.85 billion cubic feet of natural gas, an increase of 26.6%. Overseas production of crude oil dropped sharply due to the overhaul of offshore production machinery in the Angola oil field.


 
8

 


   
Exploration and Production: Summary of Operations

   
Six-month periods ended 30 June
   
   
2011
 
2010
 
Changes
   
RMB millions
 
RMB millions
 
(%)
             
 
Crude oil production (mmbbls) Note 1
156.32
 
165.32
 
(5.4)
   
China
150.22
 
149.19
 
0.7
   
Africa
6.10
 
16.13
 
(62.2)
 
Natural gas production (bcf) Note 2
253.88
 
200.55
 
26.6
 
Oil and gas production (mmboe)
198.63
 
198.74
 
(0.1)

 
(2)
Refining
   
Throughout the first half of 2011, Sinopec Corp. maintained its refining operations at high utilization rate. We made great efforts to increase the production of refined oil products and ensured a stable supply to the market, and we implemented plans to revamp and expand our refineries in an effort to upgrade the quality of oil products to the Guo III Specification. By optimising the procurement and transportation of crude oil, we reduced the costs and improved our profitability. We also strengthened the marketing of products such as asphalt, LPG, petroleum coke and solvent oil. Refinery throughput was 109 million tonnes in the first half of the year, representing a year-over-year increase of 5.0%. Light yield and refining yield increased significantly compared with the same period of 2010.
     
   
Refining: Summary of Operations

   
Six-month periods ended 30 June
   
   
2011
 
2010
 
Changes
   
RMB millions
 
RMB millions
 
(%)
             
 
Refinery throughput
108.53
 
103.40
 
5.0
 
Gasoline, diesel and kerosene production
63.40
 
60.52
 
4.8
   
Gasoline
18.18
 
17.77
 
2.3
   
Diesel
38.44
 
36.72
 
4.7
   
Kerosene incl. jet fuel
6.77
 
6.03
 
12.3
 
Light chemical feedstock production
18.57
 
17.15
 
8.3
 
Light yield (%)
76.26
 
75.60
 
0.66
           
Percentage points
 
Refining yield (%)
95.30
 
94.65
 
0.65
           
Percentage points

 
Note:
1.
Refinery throughput is converted at 1 tonne = 7.35 barrels
   
2.
100% production of joint ventures was included.


 
9

 


 
(3)
Marketing and Distribution
   
In the first half of 2011, Sinopec Corp. strengthened the procurement and logistics of oil products to ensure the supply to the market. We also improved our service quality, strengthened quality management for outsourced oil products, We optimized our marketing structure by increasing our retail ratio. We proactively promote our non- fuel business. Total domestic sales of refined oil were 75.10 million tonnes over the period, an increase of 10.2% from the first half of 2010. Meanwhile, we made greater efforts in expanding our presence in the overseas market, and achieved significant increase in overseas oil product sales volume as compared with the same period of 2010.
     
   
Marketing and Distribution: Summary of Operations

     
Six-month periods ended 30 June
 
Changes
     
2011
 
2010
   
     
(million tonnes)
 
(%)
               
   
Total sales volume of oil products
80.42
 
71.59
 
12.3
   
Total domestic sales volume of oil products
75.10
 
68.15
 
10.2
     
Retail
50.20
 
41.70
 
20.4
     
Direct sales
15.89
 
15.70
 
1.2
     
Wholesales
9.01
 
10.75
 
(16.2)
   
Annualized average throughput per station (tonne/station)
3,341
 
2,841
 
17.6

     
As at
30 June
 
As at
31 December
 
Increase/decrease at the end of the reporting period over at of the last year
     
2011
 
2010
 
(%)
               
   
Total numbers of domestic service stations
30,399
 
30,116
 
0.9
     
Company-operated
30,050
 
29,601
 
1.5
     
Franchised
349
 
515
 
(32.2)

 
(4)
Chemicals
   
In the first half of 2011, we have maintained safe and stable operations in our plants, and actively adjusted our product mix by increasing the proportion of high-end products such as special synthetic resins and differential fibers. We have also improved our service, established a system for high-efficiency production, sales, research and innovation, adjusted plant loads according to supply and demand, fine-tuned our marketing strategies and ensured maximum sales of all products based on market conditions. Production of ethylene was 5.015 million tonnes in the first half of 2011, increased by 19.3% year on year, and the total sales of chemical products were 25.10 million tonnes, increased 6.0% year on year.

   
Summary of Production of Major Chemical Products
 
Unit: 1,000 tonnes
               
     
Six-month periods ended 30 June
 
Changes
     
2011
 
2010
   
     
(Thousand tonnes)
 
(%)
               
   
Ethylene
5,015
 
4,202
 
19.3
   
Synthetic resin
6,834
 
6,088
 
12.3
   
Synthetic fibre monomer and polymer
4,744
 
4,275
 
11.0
   
Synthetic fibre
705
 
676
 
4.3
   
Synthetic rubber
526
 
485
 
8.5
   
Urea
413
 
932
 
(55.7)

 
Note:
100% production of joint ventures was included.


 
10

 


2
SAFETY, ENERGY CONSERVATION AND EMISSION REDUCTION
 
The company had always regarded safety and environment protection as the top task while taking measures to ensure that HSE responsibility mechanism was fully practiced. In the first half of the year, safe and clean production was generally maintained. Over the years, the company has been actively promoting energy conservation and emission reduction, laying great emphasis on a green and low-carbon operation during energy exploration, production, processing and utilisation. Over the first half of this year, energy consumption per RMB10, 000 in output) dropped by 3.8%, and COD in discharged wasted water dropped by 9.2%, while SO 2 emission dropped by 10.0% year on year.
   
3
CAPITAL EXPENDITURE
 
The capital expenditure plan for the year of 2011 is RMB124.1 billion, and capital expenditures for the first half of the year were RMB33.567 billion in accordance with the progress of the projects. The exploration and production segment accounted for RMB17.406 billion, mainly for exploration and development of the Shengli Tanhai oil field, the Northeast Tahe oil field, natural gas exploration and development in northeastern Sichuan and the Shandong LNG project; the refining segment accounted for RMB3.656 billion, mainly for upgrading diesel quality, revamping refineries in the Beihai and Changling and building the Rizhao-Yizheng crude oil pipeline; the chemicals segment accounted for RMB2.12 billion, mainly for an 800,000 tonne ethylene plant in Wuhan and the revamping of production facilities in line with raw material shift in an MTO plant in Zhongyuan; and the marketing and distribution segment accounted for RMB9.523 billion, mainly for the construction of service stations, on highways, in key cities and new areas, oil depots and a refined oil product transfer network with 786 service stations built or acquired over the period. Capital expenditures by the corporate and others were RMB862 million. The whole year capital expenditure plan will not change.

BUSINESS PROSPECTS
In the second half of the year, uncertainty and instability of the global economic recovery will increase. In China, the government shall take multi-measures to curb inflation, and GDP growth should remain strong but may slow down slightly. We expect that international crude oil prices will fluctuate within a wider range and the domestic demand for refined oil and chemicals products will keep increasing.

In the second half of 2011, Sinopec Corp. will carefully plan its production in line with the market demand and strengthen safety production and thus endeavor to realise excellent operating results.

With respect to exploration and production, we will further expand our exploration of subtle oil and gas reservoirs and complex fault block oil reservoirs, and actively investigate new areas; accelerate the exploration of the Tazhong and Bachu areas in western China, develop the potential strategic blocks to replace the mature fields, accelerate the overall appraisal of the northern and western margin of the Junggar Basin and the southern areas of ordos we will integrate the exploration and development activities in natural gas blocks such as Yuanba, southeast Sichuan and Xinchang, and enhance appraisal efforts in block selection, and exploration of unconventional resources such as shale gas, coal-bed methane and shale oil. In development, Sinopec Corp. will accelerate building up production capacity in new areas and ensure stable production in matured fields. In natural gas development, we will advance the construction of key capacity-building projects in the Dawan block, the Daniudi gas field and southwest Sichuan, accelerate the development and application of process technology for horizontal well projects, and carry out the rolling development and evaluation of the Yuanba area and the construction of auxiliary surface projects. Production volumes in overseas oil fields will gradually recover. Sinopec Corp. plans to produce 165 million barrels of crude oil, including 153 mmbbls from China and 12.4 mmbbls from Africa, and 247.2 billion cubic feet of natural gas in the second half of the year.

With respect to refining, Sinopec Corp. will continue to maintain high utilisation, upgrade product quality and produce more clean fuel. We will further optimise our product mix by increasing the output of high-quality lubrication oil, asphalt and fuel oil; improve the procurement and transport of crude oil and take measures to reduce costs. Sinopec Corp. plans to process 114 million tonnes of crude oil in the second half of 2011.

With respect to marketing and distribution, Sinopec Corp. will further improve and expand its marketing network to increase its sales volume. We will develop more flexible marketing strategies, improve our marketing structure and service quality, strengthen quantity and quality control of refined oil products and intensify our brand marketing. Meanwhile, Sinopec Corp. will continue to develop its non-fuel businesses. We anticipate that the total domestic refined oil product sales volume will be 74.9 million tonnes in the second half of the year.

At the same time, with respect to chemicals, we will accelerate the optimisation of our product mix, increase the proportion of high-value-added products, manage supplies so that we can adjust our product mix and the mix of raw materials in a nimble manner, accelerate the construction of our logistics system, improve our marketing network, strengthen the relationship among production, marketing and research, improve marketing services and increase customer satisfaction. In the second half of the year, we are planning to produce 4.835 million tonnes of ethylene.

Mindful of the goal of building a first-class corporation in the world in the petroleum and petrochemical industry, Sinopec Corp. will spare no efforts in carrying out its strategies relating to resources, marketing, integration of business segments, internationalisation, differentiation and low-carbon development. In response to the developments of the domestic and international economic climate, we will continue to optimise our marketing strategies, reinforce production safety and strive to achieve our operational targets for 2011.

 
11

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE COMPANY’S AUDITED INTERIM FINANCIAL STATEMENTS AND THE ACCOMPANYING NOTES. PARTS OF THE FOLLOWING CONCERNED FINANCIAL DATA, UNLESS OTHERWISE STATED, WERE ABSTRACTED FROM THE COMPANY’S AUDITED INTERIM FINANCIAL STATEMENTS THAT HAVE BEEN PREPARED ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”).

1
CONSOLIDATED RESULTS OF OPERATIONS
 
In the first half of 2011, influenced by many factors including geopolitical issues, international crude oil price increased significantly. Chinese economy realised relatively rapid growth. Demand for petroleum and petrochemical products increased steadily, and the price of crude oil, refined oil products and petrochemical products increased compared with the same period of last year. The Company took active measures to adjust the crude oil procurement strategies, optimized the production and operation, adhered to the structural adjustment, constantly improved marketing capabilities, laid great emphasis on the safety of production, energy conservation and took the full advantage of the business scale and synergies, all of which have contributed to good business results. In the first half of 2011, the Company’s turnover and other operating revenues were RMB 1,233.3 billion, and the operating profit was RMB 58.4 billion, representing a year-on-year increase of 31.5% and 5.7% respectively.
   
 
The following table sets forth major revenue and expense items in the consolidated income statement of the Company for the indicated periods:

   
Six-month periods ended 30 June
   
   
2011
 
2010
 
Change
   
RMB millions
 
     RMB millions
 
(%)
             
 
Turnover and other operating revenues
1,233,272
 
937,736
 
31.5
 
Of which:
Turnover
1,216,941
 
924,336
 
31.7
   
Other operating revenues
16,331
 
13,400
 
21.9
 
Operating expenses
(1,174,833)
 
(882,432)
 
33.1
 
Of which:
Purchased crude oil, products, and operating supplies and expenses
(1,001,431)
 
(734,277)
 
36.4
   
Selling, general and administrative expenses
(26,281)
 
(22,907)
 
14.7
   
Depreciation, depletion and amortisation
(30,510)
 
(29,288)
 
4.2
   
Exploration expenses (including dry holes)
(5,652)
 
(5,747)
 
(1.7)
   
Personnel expenses
(18,094)
 
(15,037)
 
20.3
   
Taxes other than income tax
(93,285)
 
(75,410)
 
23.7
   
Other operating income (net)
420
 
234
 
79.5
 
Operating profit
58,439
 
55,304
 
5.7
 
Net finance costs
(3,296)
 
(3,498)
 
(5.8)
 
Investment income and share of profit less losses from associates and jointly controlled entities
2,906
 
2,033
 
42.9
 
Profit before taxation
58,049
 
53,839
 
7.8
 
Income tax expense
(13,857)
 
(14,052)
 
(1.4)
 
Profit for the period
44,192
 
39,787
 
11.1
 
Attributable to:
         
   
Equity shareholders of the Company
41,174
 
36,798
 
11.9
   
Non-controlling interests
3,018
 
2,989
 
1.0

 
(1)
Turnover and other operating revenues
   
In the first half of 2011, the Company’s turnover was RMB 1,216.9 billion, representing an increase of 31.7% over the first half of 2010. This was mainly because the Company timely expanded sales volume by taking the advantage of the increase in the prices of crude oil, refined oil products and chemical products as compared with the same period of last year.


 
12

 


 
The following table sets forth the external sales volume, average realised prices and respective change rates of the Company’s major products over the first half of 2011 compared to the first half of 2010:

   
Sales Volume
 
Average realised price*
   
(thousand tonnes)
 
(RMB/tonne, RMB/thousand cubic meters)
   
Six-month periods
     
Six-month periods
   
   
ended 30 June
 
Change
 
ended 30 June
 
Change
   
2011
 
2010
 
(%)
 
2011
 
2010
 
(%)
                         
 
Crude oil
2,386
 
2,636
 
(9.5)
 
4,600
 
3,428
 
34.2
 
Natural gas (million cubic meters)
5,936
 
4,138
 
43.5
 
1,268
 
1,027
 
23.5
 
Gasoline
23,705
 
21,215
 
11.7
 
8,236
 
7,205
 
14.3
 
Diesel
48,612
 
43,725
 
11.2
 
6,994
 
5,847
 
19.6
 
Kerosene
8,053
 
6,439
 
25.1
 
5,928
 
4,663
 
27.1
 
Basic chemical feedstock
9,937
 
8,253
 
20.4
 
6,959
 
5,533
 
25.8
 
Monomer and polymer for synthetic fibre
3,141
 
2,751
 
14.2
 
10,370
 
8,142
 
27.4
 
Synthetic resin
5,176
 
4,712
 
9.8
 
10,134
 
9,226
 
9.8
 
Synthetic fibre
764
 
728
 
4.9
 
13,995
 
11,171
 
25.3
 
Synthetic rubber
631
 
606
 
4.1
 
22,028
 
15,687
 
40.4
 
Chemical fertilizer
468
 
916
 
(48.9)
 
2,049
 
1,649
 
24.3

 
*
Excluding value added tax.
   
 
Most of the crude oil and a small portion of natural gas produced by the Company were internally used for refining and chemical production with the remaining sold to other customers. In the first half of 2011, the turnover from crude oil, natural gas and other upstream products sold externally amounted to RMB 21.7 billion, increased by 44.2% year on year, accounting for 1.8% of the Company’s turnover and other operating revenues. The change was mainly due to the increase in the prices of crude oil and natural gas.
   
 
Petroleum products (mainly consisting of refined oil products and other refined petroleum products) sold by the refining segment, marketing and distribution segment achieved an external sales revenue of RMB 746.3 billion, representing an increase of 31.6% over the same period of 2010 and accounting for 60.5% of the Company’s turnover and other operating revenues. The increase was mainly due to the increase in sales volume and price of refined petroleum products. The sales revenue of gasoline, diesel and kerosene was RMB 582.9 billion, representing an increase of 32.9% over the same period in 2010, accounting for 78.1% of the sales revenue of petroleum products. Turnover of other refined petroleum products was RMB 163.4 billion, representing an increase of 27.2% compared with the first half of 2010, accounting for 21.9% of the sales revenue of petroleum products.
   
 
The Company’s external sales revenue of chemical products was RMB 183.0 billion, representing an increase of 36.5% over the same period of 2010, accounting for 14.8% of its turnover and other operating revenues. The increase was mainly due to the increase in sales volume and price of chemical products.


 
13

 


 
(2)
Operating expenses
   
In the first half of 2011, the Company’s operating expenses were RMB 1,174.8 billion, representing an increase of 33.1% over the first half of 2010. The operating expenses mainly consisted of the following:
     
   
Crude oil procurement, products and operating supplies and expenses were RMB 1,001.4 billion in the first half of 2011, representing an increase of 36.4% over the same period of 2010, accounting for 85.2% of the total operating expenses, of which:
     
   
Procurement cost of crude oil was RMB 406.0 billion, representing an increase of 38.0% over the same period of 2010. The total processed volume of crude oil purchased externally in the first half of 2011 was 82.45 million tonnes (excluding the volume processed for third parties) increased by 10.4% over the first half of 2010. The average unit processing cost of crude oil purchased externally was RMB 4,924 per tonne, increased by 25.0% over the first half of 2010.
       
   
The Company’s other procurement expenses were RMB 595.4 billion, representing an increase of 35.3% over the first half of 2010. This was mainly due to the increase of procurement cost for refined oil products, chemical feedstock and other products.
     
   
Selling, general and administrative expenses of the Company totaled RMB 26.3 billion, representing an increase of 14.7% over the first half of 2010. This was mainly due to the increase in sales expenses such as transportation fees, which is related to the expanded sales volume, as well as an increase in operating lease.
     
   
Depreciation, depletion and amortization expenses of the Company were RMB 30.5 billion, representing an increase of 4.2% compared with the first half of 2010. This was mainly due to newly accrued depreciation as a result of continuous investment in fixed assets.
     
   
Exploration expenses in the first half of 2011 were RMB 5.7 billion, representing a decrease of 1.7% compared with the same period last year.
     
   
Personnel expenses were RMB 18.1 billion, increased by RMB 3.1 billion year on year. Without taking account into the effect of more employment caused by business growth, and increasing of insurance payment base, it represents a 9.0% increase year on year.
     
   
Taxes other than income tax totaled RMB 93.3 billion, representing an increase of 23.7% compared with the first half of 2010. It was mainly due to an increase of RMB 8.8 billion in oil special income levy caused by the soaring crude oil price. Meanwhile, as a result of increased sales volume, the consumption tax, city construction tax and educational surcharge increased by RMB 8.4 billion on a year-on-year basis. Due to the reform of the resource tax in Xinjiang and 12 western provincial and municipal regions effective on 1 June and 1 December 2010 respectively, resource tax increased by RMB 0.7 billion year on year as a result of the increased crude oil price.
     
 
(3)
Operating profit
   
In the first half of 2011, the Company’s operating profit was RMB 58.4 billion, representing an increase of 5.7% over the same period of 2010.
     
 
(4)
Net finance costs
   
In the first half of 2011, the net finance costs is RMB 3.3 billion, representing a year-on-year decrease of 5.8%, mainly attributable to the exchange gains increased by 0.5 billion over the same period of 2010, as a result of increased overseas financing facilities denominated in US dollar at a low cost and the impact of RMB appreciation against US dollar.
     
 
(5)
Profit before taxation
   
In the first half of 2011, the Company’s profit before taxation amounted to RMB 58.0 billion, representing an increase of 7.8% compared with the same period of 2010.
     
 
(6)
Income tax expense
   
In the first half of 2011, the income tax expense of the Company totaled RMB 13.9 billion, decrease by 1.4% over the same period of 2010.
     
 
(7)
Profit attributable to non-controlling interests of the Company
   
In the first half of 2011, profit attributable to non-controlling shareholders was RMB 3.0 billion, representing an increase of 1.0% over the same period of 2010.
     
 
(8)
Profit attributable to equity shareholders of the Company
   
In the first half of 2011, profit attributable to equity shareholders of the Company was RMB 41.2 billion, representing an increase of 11.9% over the same period of 2010.


 
14

 


2
DISCUSSION ON RESULTS OF SEGMENT OPERATION
 
The Company manages its operations by four business segments, namely exploration and production segment, refining segment, marketing and distribution segment and chemicals segment, as well as corporate and others. Unless otherwise specified herein, the inter-segment transactions have not been eliminated from financial data discussed in this section. In addition, the operating revenue data of each segment include “other operating revenues”.
   
 
The following table shows the operating revenues by each segment, the contribution of external sales and inter-segment sales as a percentage of operating revenues before elimination of inter-segment sales, and the contribution of external sales as a percentage of consolidated operating revenues (i.e. after elimination of inter-segment sales) for the periods indicated.

   
Operating revenues
 
As a percentage of consolidated operating revenue before elimination of inter-segment sales
 
As a percentage of consolidated operating revenue after elimination of inter-segment sales
   
Six-month periods
 
Six-month periods
 
Six-month periods
   
ended 30 June
 
ended 30 June
 
ended 30 June
   
2011
 
2010
 
2011
 
2010
 
2011
 
2010
   
RMB millions
 
(%)
 
(%)
                         
 
Exploration and Production Segment
                     
   
External sales note
28,352
 
21,025
 
1.3
 
1.3
 
2.3
 
2.2
   
Inter-segment sales
84,281
 
69,500
 
3.9
 
4.3
       
   
Operating revenues
112,633
 
90,525
 
5.2
 
5.6
       
 
Refining Segment
                     
   
External sales note
99,357
 
79,938
 
4.6
 
5.0
 
8.1
 
8.5
   
Inter-segment sales
496,319
 
383,925
 
23.1
 
23.7
       
   
Operating revenues
595,676
 
463,863
 
27.7
 
28.7
       
 
Marketing and Distribution Segment
                     
   
External sales note
652,944
 
491,303
 
30.4
 
30.3
 
52.9
 
52.4
   
Inter-segment sales
2,058
 
1,483
 
0.1
 
0.1
       
   
Operating revenues
655,002
 
492,786
 
30.5
 
30.4
       
 
Chemicals Segment
                     
   
External sales note
186,123
 
136,682
 
8.7
 
8.4
 
15.1
 
14.6
   
Inter-segment sales
23,315
 
16,375
 
1.1
 
1.0
       
   
Operating revenues
209,438
 
153,057
 
9.8
 
9.4
       
 
Corporate and Others
                     
   
External sales note
266,496
 
208,788
 
12.5
 
12.9
 
21.6
 
22.3
   
Inter-segment sales
306,501
 
210,767
 
14.3
 
13.0
       
   
Operating revenues
572,997
 
419,555
 
26.8
 
25.9
       
 
Operating revenue before elimination of inter-segment sales
2,145,746
 
1,619,786
 
100.0
 
100.0
       
 
Elimination of inter-segment sales
(912,474)
 
(682,050)
               
 
Consolidated operating revenues
1,233,272
 
937,736
         
100.0
 
100.0

 
Note:
Other operating revenues are included.


 
15

 


 
The following table sets forth the operating revenues, operating expenses and operating profit/(loss) by each segment before elimination of the inter-segment transactions for the periods indicated, and the changes between the first half of 2011 and the first half of 2010.

   
Six-month periods ended 30 June
   
   
2011
 
2010
 
Change
   
RMB millions
 
RMB millions
 
(%)
 
Exploration and Production Segment
         
   
Operating revenues
112,633
 
90,525
 
24.4
   
Operating expenses
77,982
 
62,992
 
23.8
   
Operating profit
34,651
 
27,533
 
25.9
 
Refining Segment
         
   
Operating revenues
595,676
 
463,863
 
28.4
   
Operating expenses
607,845
 
458,120
 
32.7
   
Operating profit/(loss)
(12,169)
 
5,743
 
 
Marketing and Distribution Segment
         
   
Operating revenues
655,002
 
492,786
 
32.9
   
Operating expenses
635,404
 
478,336
 
32.8
   
Operating profit
19,598
 
14,450
 
35.6
 
Chemicals Segment
         
   
Operating revenues
209,438
 
153,057
 
36.8
   
Operating expenses
193,094
 
144,718
 
33.4
   
Operating profit
16,344
 
8,339
 
96.0
 
Corporate and others
         
   
Operating revenues
572,997
 
419,555
 
36.6
   
Operating expenses
573,639
 
420,249
 
36.5
   
Operating profit/(loss)
(642)
 
(694)
 
(7.5)
 
Elimination of inter-segment profit
657
 
(67)
 

 
(1)
Exploration and Production Segment
   
Most of the crude oil and a small portion of the natural gas produced by the exploration and production segment were used for the Company’s refining and chemical operations. Most of the natural gas and a small portion of crude oil produced by the Company were sold externally to other customers.
     
   
In the first half of 2011, operating revenues of the segment were RMB 112.6 billion, representing an increase of 24.4% over the first half of 2010. This was mainly attributable to the increase in crude oil price, rapid expansion of the Company’s natural gas business, and its increased sales volume.
     
   
In the first half of 2011, the segment sold 20.99 million tonnes of crude oil representing a decrease of 5.9% compared with the first half of 2010. The decrease was mainly caused by the decrease of production from Angola Block due to maintenance. The segment sold 6.31 billion cubic meters of natural gas, representing an increase of 33.5% compared with the first half of 2010 thanks to the increase of production from Puguang Gas Field. The average realised selling price of crude oil and natural gas were RMB 4,445 per tonne and RMB 1,280 per thousand cubic meters respectively, representing an increase of 28.5% and 20.8% respectively over the same period of 2010.
     
   
In the first half of 2011, the operating expenses of the segment were RMB 78.0 billion, representing an increase of 23.8% over the first half of 2010. The increase was mainly due to the following:
     
   
Oil special income levy increased by RMB 8.8 billion due to the significant increase of the crude oil price;
       
   
Costs such as labor and maintenance expenses increased by RMB 2 billion over the same period of 2010, with an aim to improve injection and production systems in oil and gas blocks;
       
   
Due to the reform of the resource tax in the western provincial and municipal regions, the resource tax increased by RMB 0.7 billion over the same period of 2010;
       
   
The depreciation, depletion and amortization increased by RMB 0.6 billion on a year-on-year basis, mainly caused by the growth in oil & natural gas assets ;
       
   
Raw material, fuel and power expenses increased by RMB 0.4 billion, mainly due to the increase of procurement cost.
       
   
In the first half of 2011, oil and gas lifting cost was RMB 666 per tonne, representing a year-on-year increase of 11.0%, mainly attributable to the increase in prices of outsourced materials, fuels, power and labor costs, as well as the decrease in production from Angola block due to maintenance, which resulted in the increase of unit cost.
     
   
Benefiting from increased international crude oil price and sales volume of natural gas, the segment has realized RMB 34.7 billion of operating profit, up by 25.9% on a year-on-year basis.
     
 
(2)
Refining Segment
   
Business activities of the refining segment include purchasing crude oil from third parties and the exploration and production segment of the Company and processing crude oil into refined petroleum products, among which, gasoline, diesel and kerosene are internally sold to the marketing and distribution segment of the Company. Part of the chemical feedstock is sold to the chemicals segment of the Company. Other refined petroleum products are sold to both domestic and overseas customers through refinery segment.
     
   
In the first half of 2011, operating revenues of this segment totaled RMB 595.7billion, representing an increase of 28.4% over the same period of 2010. This was mainly attributable to the increased sales volume and price of its refined products.


 
16

 


   
The following table sets forth the sales volumes, average realised prices and the respective changes of the Company’s major refined oil products of the segment in the first half of 2011 and of 2010.

     
Sales Volume (thousand tonnes)
 
Average realised price* (RMB/tonne)
     
Six-month periods
     
Six-month periods
   
     
ended 30 June
 
Change
 
ended 30 June
 
Change
     
2011
 
2010
 
(%)
 
2011
 
2010
 
(%)
   
Gasoline
17,078
 
15,945
 
7.1
 
7,511
 
6,534
 
15.0
   
Diesel
36,948
 
32,929
 
12.2
 
6,330
 
5,489
 
15.3
   
Chemical feedstock
18,449
 
16,593
 
11.2
 
5,856
 
4,654
 
25.8
   
Other refined petroleum products
26,463
 
24,072
 
9.9
 
4,626
 
4,126
 
12.1

 
*
Excluding value added tax.

   
In the first half of 2011, the sales revenues of gasoline were RMB 128.3 billion, representing an increase of 23.1% over the same period of 2010, accounting for 21.5% of this segment’s operating revenues.
     
   
In the first half of 2011, the sales revenues of diesel were RMB 233.9 billion, representing an increase of 29.4% over the same period of 2010, accounting for 39.3% of this segment’s operating revenues.
     
   
In the first half of 2011, the sales revenues of chemical feedstock were RMB 108.0 billion, representing an increase of 39.9% over the same period of 2010, accounting for 18.1% of this segment’s operating revenues.
     
   
In the first half of 2011, the sales revenues of refined petroleum products other than gasoline, diesel and chemical feedstock were RMB 122.4 billion, representing an increase of 23.3% over the same period of 2010, accounting for 20.5% of this segment’s operating revenues.
     
   
In the first half of 2011, this segment’s operating expenses were RMB 607.8 billion, representing an increase of 32.7% over the same period of 2010, mainly attributable to the increase in crude oil prices and refinery throughput.
     
   
In the first half of 2011, the average processing cost was RMB 4,876 per tonne, representing an increase of 24.8% over the same period of 2010. Crude oil processed totaled 104.47 million tonnes (excluding volume processed for third parties), representing an increase of 8.8% over the first half of 2010. In the first half of 2011, the total costs of crude oil processed were RMB 509.4 billion, representing an increase of 35.8% over the same period of 2010, accounting for 83.8% of the segment’s operating expenses, increasing by 1.9 percentage points over the first half of 2010.
     
   
In the first half of 2011, the unit refining cash operating cost (defined as operating expenses less the processing cost of crude oil and refining feedstock, depreciation and amortisation, taxes other than income tax and other operating expenses, and divided by the throughput of crude oil and refining feedstock) was RMB 136.6 per tonne, representing an increase of 3.1% compared with that in the first half of 2010, mainly due to the increase of outsourced auxiliary material, power and fuel price.
     
   
In the first half of 2011, crude oil price increased significantly while domestic refined oil product prices were strictly controlled. The refining margin (defined as the sales revenues less the crude oil costs and refining feedstock costs and taxes other than income tax, and then divided by the throughput of crude oil and refining feedstock) of the Company was RMB 74.0 per tonne, decreased by 68.7% over the same period of 2010.
     
   
The segment suffered an operating loss of RMB 12.2 billion in the first half of 2011.

 
(3)
Marketing and Distribution Segment
   
The business of marketing and distribution segment includes purchasing refined oil products from the refining segment and third parties, conducting wholesale and direct sales to domestic customers and retailing, distributing oil products through the segment’s retail and distribution network, as well as providing related services.
     
   
In the first half of 2011, the operating revenues of this segment were RMB 655.0 billion, increased by 32.9% over the same period of 2010, which was mainly attributed to the increase in selling price and sales volume of oil products.
     
   
In the first half of 2011, the sales revenues of gasoline totaled RMB 195.4 billion, with an increase of 27.7% over the same period of 2010; and the sales revenues of diesel and kerosene totaled RMB 341.6 billion and RMB 47.7 billion, increased by 33.0% and 59.2% respectively over the same period of 2010.



 
17

 


   
The following table sets forth the sales volumes, average realised prices, and respective rate changes of the four product categories in the first half of 2011 and 2010, including detailed information of different sales channels for gasoline and diesel:

     
Sales Volume (thousand tonnes)
 
Average realised price* (RMB/tonne)
     
Six-month periods
     
Six-month periods
   
     
ended 30 June
 
Change
 
ended 30 June
 
Change
     
2011
 
2010
 
(%)
 
2011
 
2010
 
(%)
   
Gasoline
23,730
 
21,239
 
11.7
 
8,235
 
7,204
 
14.3
      Of which:
Retail
19,892
 
16,983
 
17.1
 
8,349
 
7,399
 
12.8
       
Direct sales
1,024
 
1,431
 
(28.4)
 
7,574
 
6,238
 
21.4
       
Wholesale
2,814
 
2,825
 
(0.4)
 
7,672
 
6,524
 
17.6
   
Diesel
 
48,860
 
43,934
 
11.2
 
6,991
 
5,845
 
19.6
      Of which:
Retail
27,436
 
21,726
 
26.3
 
7,160
 
6,125
 
16.9
       
Direct sales
15,160
 
14,590
 
3.9
 
6,799
 
5,644
 
20.5
       
Wholesale
6,264
 
7,618
 
(17.8)
 
6,718
 
5,432
 
23.7
   
Kerosene
8,043
 
6,424
 
25.2
 
5,928
 
4,663
 
27.1
   
Fuel oil
12,468
 
12,114
 
2.9
 
4,436
 
3,436
 
29.1

   
*
Excluding value added tax.

   
In the first half of 2011, the operating expenses of the segment were RMB 635.4 billion, representing an increase of 32.8% compared with that in the first half of 2010. This was mainly due to the rapid increase of purchase cost of oil products.
     
   
In the first half of 2011, the segment’s marketing cash operating cost (defined as the operating expenses less the purchase costs, taxes other than income tax, depreciation and amortisation, and then divided by the sales volume) was RMB 179.0 per tonne, representing an increase of 11.9% compared with that in the first half of 2010, mainly due to increased secondary transportation expenses and labor expenses in line with enlarged proportion of retail volume.
     
   
In the first half of 2011, the marketing and distribution segment seized the opportunity to actively increase its sales volume of oil products and optimised the utilisation of its resources. Its operating profit was RMB 19.6 billion, representing an increase of 35.6% over the same period of 2010.

 
(4)
Chemicals Segment
   
The business activities of the chemicals segment include purchasing chemical feedstock from the refining segment and third parties, producing, marketing and distributing petrochemical and inorganic chemical products.
     
   
In the first half of 2011, operating revenues of the chemicals segment were RMB 209.4 billion, representing an increase of 36.8% over the same period of 2010, which was primarily due to the increase in prices and sales volume of major chemical products.
     
   
The sales revenue generated from this segment’s six major categories of chemical products (namely basic organic chemicals, synthetic resin, synthetic rubber, synthetic fibre monomer and polymer, synthetic fibre and chemical fertilizer) totaled approximately RMB 200.3 billion, representing an increase of 38.8% over the same period of 2010, accounting for 95.7% of the operating revenues of the segment.


 
18

 


   
The following table sets forth the sales volume, average realised price and respective changes of each of the segment’s six categories of chemical products in the first half of 2011 and 2010.

     
Sales Volume (thousand tonnes)
 
Average realised price (RMB/tonne)
     
Six-month periods
     
Six-month periods
   
     
ended 30 June
 
Change
 
ended 30 June
 
Change
     
2011
 
2010
 
(%)
 
2011
 
2010
 
(%)
   
Basic organic chemicals
13,169
 
10,701
 
23.1
 
6,795
 
5,521
 
23.1
   
Synthetic fibre monomer and polymer
3,160
 
2,768
 
14.2
 
10,354
 
8,133
 
27.3
   
Synthetic resin
5,180
 
4,717
 
9.8
 
10,134
 
9,226
 
9.8
   
Synthetic fibre
764
 
728
 
4.9
 
13,995
 
11,171
 
25.3
   
Synthetic rubber
631
 
606
 
4.1
 
22,028
 
15,687
 
40.4
   
Chemical fertilizer
470
 
917
 
(48.7
 
)2,051
 
1,649
 
24.4

   
*
Excluding value added tax.
     
   
In the first half of 2011, the operating expense of the chemicals segment was RMB 193.1 billion, representing an increase of 33.4% over the first half of 2010. This was mainly attributable to the increased unit material cost and production volume.
     
   
In the first half of 2011, operating profit of this segment was RMB 16.3 billion in the first half of 2011, representing an increase of 96.0% over the same period of 2010. This was mainly because the increase of product price outpaced the increase of raw material costs, and operation volume increased, too.
     
 
(5)
Corporate and Others
   
The business activities of corporate and others mainly consisted of import and export business activities of the Company’s subsidiaries, research and development activities of the Company, and managerial activities of the headquarters.
     
   
In the first half of 2011, the operating revenues generated from corporate and others was RMB 573.0 billion, representing an increase of 36.6% over the first half of 2010, including RMB 571.8 billion revenue from trading of crude oil, refined oil products and other products, which increased by 36.8% over the same period last year.
     
   
In the first half of 2011, the operating expense was RMB 573.6 billion, representing an increase of 36.5% over the same period of 2010, including RMB 571.0 billion trading expenses of crude oil, refined oil products and other products, by the trading subsidiaries of the Company, up by 36.8% over the same period last year.
     
   
The operating loss amounted to RMB 0.6 billion, representing a year-on-year decrease in losses by 7.5%. Among which, operating profit realized by the specialized subsidiaries such as trading companies were RMB 0.8 billion, research and headquarter expenses were RMB 1.4 billion.


 
19

 


3
ASSETS, LIABILITIES, EQUITY AND CASH FLOWS

 
(1)
Assets, liabilities and equity
Units: RMB millions

     
At 30 June
 
At 31 December
 
Amount
     
2011
 
2010
 
of changes
               
 
Total assets
1,082,367
 
995,822
 
86,545
   
Current assets
342,646
 
260,229
 
82,417
   
Non-current assets
739,721
 
735,593
 
4,128
 
Total liabilities
595,791
 
544,786
 
51,005
   
Current liabilities
396,741
 
336,406
 
60,335
   
Non-current liabilities
199,050
 
208,380
 
(9,330)
 
Total equity attributable to equity shareholders of the Company
452,962
 
419,604
 
33,358
   
Share capital
86,702
 
86,702
 
   
Reserves
366,260
 
332,902
 
33,358
 
Non-controlling interests
33,614
 
31,432
 
2,182
 
Total equity
486,576
 
451,036
 
35,540

 
As at 30 June 2011, the Company’s total assets were RMB 1,082.4 billion, representing an increase of RMB 86.5 billion compared with that at the end of 2010, of which:
   
 
Current assets increased by RMB 82.4 billion from that at the end of 2010 to RMB 342.6 billion, mainly attributable to the fact that inventory of the Company increased by RMB 51.4 billion over the beginning of this year as a result of the rise in prices of crude oil and other raw materials. As the business expanded, the accounts receivable, net and bills receivable, net increased by RMB 22.3 billion and RMB 9.2 billion respectively as compared with that at the beginning of the year.
     
 
Non-current assets increased by RMB 4.1 billion from that at the end of 2010 to RMB 739.7 billion. This was mainly attributable to the fact that the Company conducted various project investments in accordance with its annual investments plan, resulting in an increased construction in progress of RMB 11.7 billion. Its interests in associated and jointly controlled entities also increased by RMB 0.9 billion. Moreover, depreciation, properties, plant and equipment, net decreased by RMB 8.7 billion.
     
 
As at 30 June 2011, the Company’s total liabilities were RMB 595.8 billion, representing an increase of RMB 51.0 billion compared with that at the end of 2010, of which:
   
 
The current liabilities is RMB 396.7 billion, increased by RMB 60.3 billion from that at the end of 2010, among which, RMB 30 billion due within one year was transferred from the long-term liabilities into short-term liabilities; the accounts payables and notes payable increased by RMB 39 billion due to the expansion of the business scale; and the other current liabilities such as taxes payable and advance payment decreased by RMB 17.3 billion.
     
 
The non-current liabilities is RMB 199.1 billion, decreased by RMB 9.3 billion from that at the end of 2010, mainly attributable to the fact that non-current liabilities increased by RMB 19.6 due to the issuance of RMB 23 billion convertible bonds and the long-term liabilities of RMB 30 billion was transferred to the short-term liabilities due within one year.
     
 
As at June 30, 2011, the total equity attributable to equity shareholders of the Company is RMB 453 billion, representing a reserve increase of RMB 33.4 billion compared with that at the end of 2010.


 
20

 


(2)
Cash Flow
 
The following table sets forth the major items on the consolidated cash flow statements for the first half of 2011 and 2010.
 
           
Units: RMB millions
             
   
Six-month periods ended 30 June
 
Changes in
 
Major items of cash flows
2011
 
2010
 
amount
             
 
Net cash generated from operating activities
30,570
 
55,563
 
(24,993)
 
Net cash used in investing activities
(55,030)
 
(39,510)
 
(15,520)
 
Net cash generated from/ (used in) financing activities
16,130
 
(9,557)
 
25,687
 
Net (decrease)/ increase in cash and cash equivalents
(8,330)
 
6,496
 
(14,826)

 
In the first half of 2011, net cash generated from operating activities was RMB 30.6 billion, representing a decrease of RMB 25.0 billion in cash inflow year on year. This was mainly attributable to the fact that net working capital occupied such as account receivable and inventories increased significantly on a year-on-year basis due to the expansion of its business scale and the price increase of crude oil.
   
 
In the first half of 2011, net cash used in investing activities was RMB 55.0 billion, representing an increase of RMB 15.5 billion in cash outflow on a year-on-year basis, mainly because of the transfer of Tianjin ethylene assets to the joint venture last year, which resulted in an income of RMB 15.7 billion.
   
 
In the first half of 2011, net cash generated from investment activities was RMB 16.1 billion, representing an increase of RMB 25.7 billion in cash inflow on a year-on-year basis, mainly attributable to its issuance of A share convertible bonds with total proceeds of RMB 23.0 billion, aiming to feed its financial needs.
   
 
At 30 June 2011, the Company’s cash and cash equivalents represented RMB 8.7 billion, decreased by RMB 8.3 billion as at 31 December 2010.

(3)
Contingent Liabilities
 
Please refer to “Significant guarantee” in the section headed “Significant Events”.

(4)
Capital Expenditures
 
Please refer to “Capital Expenditure” in the section headed “Business Review and Prospects” in this report.


 
21

 


4.
ANALYSIS OF FINANCIAL STATEMENTS PREPARED UNDER ASBE
 
The major differences between the Company’s financial statements prepared under ASBE and IFRS are set out in Section C of the financial statements of the Company on page 144 of this report.
   
 
(1)
Under ABSE, the operating income and operating profit or loss by reportable segments were as follows:

 
Six-month periods ended 30 June
 
2011
 
2010
 
RMB millions
 
RMB millions
       
 
Operating income
     
   
Exploration and Production Segment
112,633
 
90,525
   
Refining Segment
595,676
 
463,863
   
Marketing and Distribution Segment
655,002
 
492,786
   
Chemicals Segment
209,438
 
153,057
   
Corporate and Others
572,997
 
419,555
   
Elimination of inter-segment sales
(912,474)
 
(682,050)
   
Consolidated operating income
1,233,272
 
937,736
 
Operating profit/(loss)
     
   
Exploration and Production Segment
34,740
 
27,580
   
Refining Segment
(13,155)
 
5,710
   
Marketing and Distribution Segment
19,716
 
14,162
   
Chemicals Segment
15,508
 
8,007
   
Corporate and Others
(870)
 
(747)
   
Elimination of inter-segment sales
657
 
(67)
   
Financial expenses, gain/(loss) from changes in fair value and investment income
(359)
 
(1,182)
   
Consolidated operating profit
56,237
 
53,463
 
Net profit attributable to equity shareholders of the Company
40,239
 
36,776

 
Operating profit: In the first half of 2011, the operating profit of the Company was RMB 56.2 billion, representing an increase of RMB 2.8 billion or 5.2% over the same period of 2010. This was mainly attributable to the fact that the prices of crude oil, refined oil products and chemical products rose as compared with the first half of 2010, and that the Company leveraged the advantages of business scale and integration, made efforts to expand the market, and achieved satisfactory operational performance.
   
 
Net profit: In the first half of 2011, the net profit attributable to the equity shareholders of the Company increased by RMB 3.5 billion or 9.4% compared with the first half of 2010 to RMB 40.2 billion.


 
22

 


 
(2)
Financial data prepared under ASBE:

     
At 30 June
 
At 31 December
   
     
2011
 
2010
 
Changes
     
RMB millions
 
RMB millions
 
RMB millions
               
   
Total assets
1,071,912
 
985,389
 
86,523
   
Non-current liabilities
197,671
 
207,080
 
(9,409)
   
Shareholders’ equity
488,615
 
452,682
 
35,933

   
Analysis of changes:
     
   
Total assets: As at June 30, 2011, the Company’s total assets is RMB 1071.9 billion, representing an increase of RMB 86.5 billion compared with that at the end of 2010, mainly attributable to the fact that the inventory of the Company increased by RMB 51.4 billion at the beginning of the year, as a result of the rise in the prices of crude and other raw materials; and the notes and accounts receivables of the Company increased by RMB 31.5 billion over that at the beginning of the year, as a result of expanded business scale.
     
   
Non-current liabilities: As at June 30, 2011, the non-current liabilities is RMB 197.7 billion, decreased by RMB 9.4 billion from that at the end of 2010, mainly attributable to the fact that the non-current liabilities increased by RMB 19.6 billion arising from the issuance of RMB 23 billion convertible bonds and the long-term liabilities of RMB 30 billion is transferred to the short-term liabilities due within 1 year.
     
   
Shareholders’ equity: As at June 30, 2010, the shareholders’ equity of the Company is RMB 488.6 billion, representing an increase of RMB 35.9 billion compared with that at the end of 2010, mainly attributable to the increase of its profits and capital reserves.
     
 
(3)
The results of the principal operations by segments

   
Segment
Income from principal operations
(RMB millions)
 
Cost of principal operations
(RMB  millions)
 
Gross profit margin (%) Note
 
Increase of Income from principal operations on a year-on-year basis (%)
 
Increase of cost of principal operations on a year-on-year basis (%)
 
Increase/ (decrease) of gross profit margin on a year-on-year basis (%)
                           
   
Exploration and Production
112,633
 
44,290
 
41.7
 
24.4
 
10.5
 
(1.4)
   
Refining
595,676
 
528,720
 
(0.5)
 
28.4
 
36.1
 
(3.3)
   
Marketing and Distribution
655,002
 
615,459
 
5.9
 
32.9
 
33.3
 
(0.3)
   
Chemicals
209,438
 
183,676
 
11.9
 
36.8
 
34.0
 
1.8
   
Corporate and others
572,997
 
570,861
 
0.4
 
36.6
 
36.8
 
0.0
   
Elimination of inter-segment sales
(912,474)
 
(913,131)
 
N/A
 
N/A
 
N/A
 
N/A
   
Total
1,233,272
 
1,029,875
 
8.9
 
31.5
 
35.0
 
(1.7)

 
Note:
Gross profit margin = (Income from principal operations Cost of principal operations, tax and surcharges)/Income from principal operations


 
23

 

SIGNIFICANT EVENTS

1
CORPORATE GOVERNANCE
   
 
(1)
During the reporting period, Sinopec Corp. complied with regulatory stipulations of the listed places in and outside mainland China and further enforced corporate governance. Due to new working arrangement, Mr. Su Shulin resigned his position as Chairman and Director in April 2011 and Mr. Fu Chengyu was elected as Director and Chairman of the fourth session of the Board of Directors of Sinopec Corp. on 13 May 2011. Pursuant to the domestic regulatory requirements, Sinopec Corp. formulated the Rules for Insiders Registration and the Working Rules for the Board Secretary. Directors, supervisors and senior managers actively attended the training program. Non-executive directors strengthened the communication with the senior management and outside auditors, and actively made surveys on the affiliates. Sinopec Corp. strengthened the construction of the internal control system and the Internal Control Rules was enforced effectively. The information disclosure and the investor relations were well conducted and the communication with the investors was further improved.
     
 
(2)
During the reporting period, neither Sinopec Corp., nor the Board of Directors, nor the incumbent directors were subject to investigation by the China Securities Regulatory Commission (CSRC), or administrative punishment or circular of criticism by CSRC, the Securities and Futures Commission of Hong Kong or the U.S. Securities and Exchange Commission, or any public censure by the Shanghai Stock Exchange, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”), New York Stock Exchange or London Stock Exchange.
     
 
(3)
Equity interests of directors, supervisors and other senior management
   
During the reporting period, none of Sinopec Corp.’s directors, supervisors or other members of the senior management held any shares of Sinopec Corp. All of the directors confirmed that they had complied with the Model Code for Securities Transactions by Directors of Listed Companies according to the requirement of Hong Kong Stock Exchange. During this reporting period, none of the directors, supervisors or other members of the senior management or any of their respective associates had any interests or short positions (including those that were deemed to be such, or regarded as owned in accordance with relevant provisions of the Securities and Futures Ordinance) in any shares or debentures or related shares of Sinopec Corp. or its associated corporations (as defined in Part XV of the Securities and Futures Ordinance) which were required to be notified to Sinopec Corp. and Hong Kong Stock Exchange pursuant to Division 7 and 8 of Part XV of the Securities and Futures Ordinance or which were required pursuant to section 352 of the Securities and Futures Ordinance to be entered in the register referred to therein, or which were required to be notified to Sinopec Corp. and Hong Kong Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies as specified in the Hong Kong Listing Rules.
     
 
(4)
Compliance with Code on Corporate Governance Practices
   
During the reporting period, Sinopec Corp. complied with all the requirements of the Code on Corporate Governance Practices set out in Appendix 14 to the Hong Kong Listing Rules.

2
DIVIDEND DISTRIBUTION FOR THE YEAR ENDED 31 DECEMBER 2010 AND INTERIM DIVIDEND DISTRIBUTION PLAN FOR THE SIX-MONTH PERIOD ENDED 30 JUNE 2011

 
(1)
Dividend distribution for the year ended 31 December 2010
   
As approved at the 2010 Annual General Meeting of Sinopec Corp., a final cash dividend of RMB 0.13 (inclusive of tax) per share for 2010 was distributed, which amounted to a total cash dividend of RMB 11.27 billion. On 30 June 2011, Sinopec Corp. distributed the final dividend for 2010 to shareholders whose names appeared on the register of members of Sinopec Corp. on 17 June 2011.
     
   
For the year of 2010, total cash dividend of RMB 0.21 (inclusive of tax) per share was distributed and the total cash dividend amounted to RMB 18.21 billion.
     
 
(2)
Interim dividend distribution plan for the six-month period ended 30 June 2011
   
According to the Articles of Association, the interim dividend distribution plan for the six-month period ended 30 June 2011 was approved at the 15th meeting of the Fourth Session of the Board of Directors. An interim cash dividend of RMB 0.10 (inclusive of tax) per share would be distributed based on the total number of shares as of 16 September 2011. The total cash dividend amounts to RMB 8.67 billion.
     
   
The interim dividend will be distributed on or before Wednesday, September 28, 2011 to the shareholders whose names appear on the register of members of Sinopec Corp. on Friday, 16 September 2011. To be entitled to the interim dividend, holders of H shares shall lodge their share certificate(s) and transfer documents with Hong Kong Registrars Limited at 1712-1716, 17th floor, Hopewell Centre, No. 183 Queen’s Road East, Wanchai, Hong Kong, for registration of transfer, by no later than 4:30pm on Friday, 9 September 2011. The register of members of the H shares of Sinopec Corp. will be closed from Monday, 12 September 2011, to Friday, 16 September 2011 (both dates inclusive). As Sinopec Corp. will hold its extraordinary general meeting on 12 October 2011 (please refer to the notice of extraordinary general meeting dated 26 August 2011), the register of members of Sinopec Corp. will be closed from Saturday, 10 September 2011 to Wednesday, 12 October 2011 (both dates inclusive), overlapping with the above proposed book closure period. To avoid from any doubts, the register of members of Sinopec Corp. will be closed from Saturday, 10 September 2011 to  Wednesday, 12 October 2011 (both dats inclusive).


 
24

 


 
Dividends for domestic shares will be paid in Renminbi and dividends for foreign shares will be paid in Hong Kong dollars. The exchange rate for dividends to be paid in Hong Kong dollars is the average of the basic exchange rate of Renminbi to Hong Kong dollar published by the People’s Bank of China during the week prior to the date of declaration of dividends, being Friday, 26 August 2011.

3
ISSUANCE OF RMB 23 BILLION CONVERTIBLE BOND
   
 
On 26 March 2010, the issuance of RMB23 billion A Share convertible bonds was approved at the Fifth Meeting of the Fourth Session of Board of Directors of Sinopec Corp. It’s subsequently approved by the Annual General Meeting on 18 May 2010 and approved by China Securities Regulatory Commission on 29 December 2010. The bonds were issued at par value of RMB 100. The bonds were of six-year-term with annual interest rate of 0.5%, 0.7%, 1.0%, 1.3%, 1.8% and 2.0%. The initial conversion price was RMB 9.73 per share. The bonds were issued on 23 February 2011 and listed on Shanghai Stock Exchange on 7 March 2011. For further details, please refer to Sinopec Corp.’s announcements published in Chin­­a Securities Journal, Shanghai Securities News, Securities Times and Securities Daily in Mainland China on 28 February 2011 and 3 March 2011 respectively. The proceeds will be used in Wuhan ethylene, Anqing refinery revamping, Shijiazhuang, Yulin-Jinan Pipeline and Rizhao-Yizheng pipeline projects.
   
 
Replacement at the RMB9.141 billion invested in the above-mentioned projects before the end of February 2011 was approved at the 12th Meeting of the Fourth Session of the Board of Directors of Sinopec Corp. KPMG Huazhen has issued the verification report for the above paid-in capital, and Goldman Sachs Gaohua has issued the review opinions. In order to reduce the idle funds and bring the funds into full play, the idle proceeds from the issuance are approved by the Board of Directors to supplement temporarily the working capital for a period not exceeding 6 months, and with a total amount not exceeding 10% of the total proceeds. For details please refer to resolution announcements of the 12th Meeting of the Fourth Session of the Board of Directors of Sinopec Corp. published in China Securities Journal, Shanghai Securities News, Securities Times on 28 March 2011.
   
 
To improve the utilisation efficiency of the proceeds and increase the deposit yield, Sinopec Corp. signed “the three-party supervision supplementary agreement for the proceeds account” with the account bank and the sponsor. For the details, please refer to announcement published in China Securities Journal, Shanghai Securities News, and Securities Times on 20 May 2011.
   
 
(1)
Top ten convertible bond holders

   
Name of bond holders
Holding amounts
     
(RMB: million)
       
   
China Life Insurance Co., Ltd dividend individual dividend 005L FH002 Hu
635.12
   
AEGON-Industrial Convertible Bond Mixed Securities Investment Fund
585.27
   
China National Petroleum Corporation Corporate Pension Plan Industrial and Commercial Bank of China(ICBC)
356.87
   
ICBC CS Enhanced Bond Securities Investment Fund
330.00
   
CCB Principal Stable Return Increase Bond Securities Investment Fund
320.73
   
Sinopec Group Corporate Pension Plan Industrial and Commercial Bank of China(ICBC)
317.54
   
Harvest Theme New Dynamic Equity Securities Investment Fund
279.04
   
BOC Steadiness Double Income Bond Securities Investment Fund
266.69
   
Full goal Convertible Bond Securities Investment Fund
262.00
   
Dacheng Jingfeng Classified Bond Securities Investment Fund
251.70

 
(2)
Major changes in the profitability, asset quality and creditability of the guarantor of convertible bonds
   
There were no significant changes in the reporting period.
     
 
(3)
Information on the Company’s liabilities and credit changes as well as the cash arrangement for the future annual debt repayment
   
As of 30 June 2011, the Company’s debt to asset ratio is 55.0%. The debt ratio was basically kept stable and there was no significant change in the structure. The Company’s domestic credit rating remained AAA on a long-term basis. With its good financing and repayment capabilities, the Company obtained sufficient credit limit from the domestic commercial banks. Sinopec Corp. primarily uses its own fund to repay the due bonds and pay interests on schedule. The shortfall will be obtained through the bank loans or direct financing in the capital market to ensure repaying the principle and pay interest on loans on time.


 
25

 


 
(4)
Use of proceeds

                         
RMB million
                           
   
Total proceeds
22,889.38*
 
Total proceed used in this reporting period
     
11,531
         
Total cumulative use of proceed
     
11,531
                           
     
Investment
     
Actual
         
Compliance
     
amount
 
Any change
 
proceed
 
Returns
 
Whether
 
with expected
   
Projects promised
planned
 
in projects
 
used
 
accrued
 
on schedule
 
return
                           
   
Wuhan 800,000 tpa ethylene project
11,289.38
 
No
 
4,792
 
 
Yes
 
   
Anqing refinery revamping project
3,000
 
No
 
1,039
 
 
Yes
 
   
Shijiazhuang refinery revamping project
3,200
 
No
 
729
 
 
Yes
 
   
Yulin-Jinan gas pipeline project
3,300
 
No
 
3,300
 
 
Yes
 
   
Rizhao-Yizheng crude oil pipeline and supporting projects
2,100
 
No
 
1,671
 
 
Yes
 
   
Total
22,889.38
 
 
11,531
 
 
 
   
Statements on the failure to realise planned schedule and expected return
   
No
               
   
Statements on the reasons and procedures of changes
   
No
               

 
*
After deducting the issuance cost of RMB 110.62 million (including the commissions for book runners and other costs for the intermediary agencies).

4
DEBENTURE ISSUED OF LISTED COMPANIES AND INTEREST PAYMENT
   
 
On 24 February 2004, Sinopec Corp. successfully issued 10-year term domestic corporate bonds which amounted to RMB 3.5 billion with a credit rating of AAA and a fixed coupon rate of 4.61%. On 28 September 2004, the aforementioned corporate bonds were listed on the Shanghai Stock Exchange. For further details, please refer to Sinopec Corp.’s announcement published in China Securities Journal, Shanghai Securities News, and Securities Times in Mainland China, and South China Morning Post and Hong Kong Economic Times in Hong Kong on 24 February 2004 and 28 September 2004, respectively. By 24 February 2011, Sinopec Corp. had paid the full amount of coupon interest for the seventh interest payment year.
   
 
Sinopec Corp. issued RMB 30 billion bonds with warrants on 20 February 2008 (“Bonds with Warrants”) domestically. The Bonds with Warrants have a 6-year term and 0.8% per annum fixed coupon rate. On 4 March 2008, the aforementioned corporate bonds were listed on the Shanghai Stock Exchange. For further details, please refer to Sinopec Corp.’s announcement published in China Securities Journal, Shanghai Securities News and Securities Times in Mainland China on 18 February 2008. By 21 February 2011, Sinopec Corp. had paid the full amount of coupon interest for the third interest payment year.
   
 
On 21 May 2010, Sinopec Corp. successfully issued 5-year term and 10-year term domestic corporate bonds which amounted to RMB 11 billion and RMB 9 billion with a fixed coupon rate of 3.75% and 4.05%. On 9 June 2010, the aforementioned corporate bonds were listed on the Shanghai Stock Exchange. For further details, please refer to Sinopec Corp.’s announcements published in China Securities Journal, Shanghai Securities News, and Securities Times on 19 May 2010. By 23 May 2011, Sinopec Corp. had paid the full amount of coupon interest for the first interest payment year.

5
MAJOR PROJECTS

 
(1)
Wuhan ethylene project
   
Wuhan ethylene project mainly consists of 800,000 tpa ethylene and downstream auxiliary facilities. Construction commenced in December 2007. It’s expected to be completed in 2013.
     
 
(2)
Shandong LNG project
   
Shandong LNG project mainly consists of one wharf and one terminal with 3 million tpa capacity and auxiliary transportation pipelines. Construction commenced in September 2010. It’s expected to be completed in 2013.

6
RELATED PARTY TRANSACTIONS IN THE REPORTING PERIOD
   
 
Sinopec Corp. and Sinopec Group entered into a number of agreements in respect of continuing connected transactions, including the agreements for mutual supplies, community services, leasing of land use rights, property leasing, the intellectual property license, the agent service for product sales and the SPI Fund Document.


 
26

 


 
The aggregate amount of related party transactions actually incurred during the reporting period was RMB 231.172 billion, of which, expenses amounted to RMB 92.312 billion, (including RMB 86.386 billion of purchase of goods and services, RMB 1.927 billion of auxiliary and community services, RMB 3.702 billion of operating lease fee, RMB 297 million of interest expenses). Among which, purchase from China Petrochemical Corporation amounted to RMB 63.833 billion (including purchase of products and services, i.e. procurement, storage and transportation, exploration and production services and production-related services amounted to RMB 57.917 billion, representing 4.93% of the Company’s operating expenses for the reporting period). The auxiliary and community services provided by China Petrochemical Corporation to the Company were RMB 1.927 billion, representing 0.16% of the operating expenses of the Company for the reporting period. The housing rental paid by the Company was RMB 224 million, the land rental paid was RMB 3.363 billion, and the expenses for other lease were RMB 105 million. The interest expenses were RMB 297 million. The revenue amounted to RMB 138.86 billion (including RMB 138.8 billion of sales of products and services, RMB 52 million of interest income, RMB 8 million of agency commission receivable), of which the sales to China Petrochemical Corporation amounted to RMB 34.672 billion, including RMB 34.612 billion of sales of products, representing 2.81% of operating revenues, RMB 52 million of interest income, and RMB 8 million of agency commission receivable.
   
 
The aforementioned related party transactions which occurred during this reporting period was implemented in accordance with the relevant related party transaction agreements.

7
NO SIGNIFICANT LITIGATION, ARBITRATION MATTERS INCURRED IN SINOPEC CORP. DURING THE REPORTING PERIOD

8
OTHER SIGNIFICANT CONTRACTS
   
 
During the reporting period, Sinopec Corp. did not omit the disclosure of other significant contracts which were subject to disclosure.

9
ASSETS TRANSACTIONS
   
 
Not applicable

10
INSOLVENCY AND RESTRUCTURING
   
 
Not applicable

11
SIGNIFICANT TRUSTEESHIP, CONTRACTING AND LEASE
   
 
During this reporting period, Sinopec Corp. did not omit the disclosure of significant trusteeship, contracting or lease of any other company’s assets, nor placed its assets to or under any other company’s trusteeship, contracting or lease which were subject to disclosure.

12
ENTRUST FINANCIAL MANAGEMENT
   
 
Not applicable

13
ENTRUSTED LOAN
   
 
To optimise the internal utilisation of available funds and lower the overall cost of capital, the 12th meeting of the fourth session of the board approved Sinopec Corp. of providing entrusted loan to Zhangjiang Dongxing and Hainan Refineries with no more than RMB 10 billion and loan rate no less than same-period commercial bank deposit rate. The entrusted loan is a connected transaction under chapter 14A of the Hong Kong Listing Rules.

 
Loan to
Amount
 
Term
 
Interest rate
   
(RMB billion)
 
from
 
to
   
                 
 
Zhanjiang Dongxing Petrochemical Co.
2
 
28 March 2011
 
28 March 2012
 
4.20%


 
27

 


14
MATERIAL GUARANTEE CONTRACTS AND STATUS OF IMPLEMENTATION
Unit: RMB millions

 
External guarantees provided by the Company (not including guarantees provided for its controlled subsidiaries)
 
Guarantee provider
 
Relationship with the listed issuer
 
Name of guaranteed company
 
Amount
 
Date of occurrence (date of signing)
 
Period of guarantee
 
Type
 
Whether completed
 
Whether the guarantee
is overdue
 
The overdue Amounts
 
Whether exists Counter guaranteed
 
Whether
for related
party (yes or no)Note 1
                                               
 
Sinopec Corp.
 
Sinopec Corp. itself
 
Yueyang SINOPEC Shell Coal Gasification Corporation Ltd.
 
302
 
December 10, 2003
 
December 10, 2003 December 10, 2017
 
joint obligations
 
No
 
No
 
No
 
No
 
No
 
Sinopec Corp.
 
Sinopec Corp. itself
 
Shanghai Gaoqiao-SK Solvent Co., Ltd.
 
21
 
September 22, 2006
 
September 22, 2006 April 16, 2012
 
joint obligations
 
No
 
No
 
No
 
No
 
No
 
Sinopec Corp.
 
Sinopec Corp. itself
 
Fujian Refining and Petrochemical Co., Limited
 
4,583
 
September 6, 2007
 
September 6, 2007 December 31, 2015
 
joint obligations
 
No
 
No
 
No
 
No
 
No
 
Sinopec Yangzi Petrochemical Co., Ltd.
 
wholly-owned subsidiary
 
Sinopec Corp. Yangzi BP Petrochemical Acetyl Co., Ltd
 
427
         
joint obligations
 
No
 
No
 
No
 
No
 
No
 
Sinopec Sales Co., Ltd.
 
wholly-owned subsidiary
 
Balance of Sinopec Corp. Sales Company Limited for its associates and joint ventures.
 
106
         
joint obligations
 
No
 
No
 
No
 
No
 
No
 
 
Total amount of guarantees provided during the reporting period Note2
0
 
Total amount of guarantees outstanding at the end of the reporting period Note2 (A)
5,439
 
Guarantees provided by Sinopec Corp. for its controlled subsidiaries
 
 
Total amount of guarantees for the controlled subsidiaries during the reporting period
N/A
 
Total amount of guarantees for the controlled subsidiaries outstanding at the end of the reporting period (B)
N/A
 
Total amount of guarantees by the Company (including those provided for the controlling subsidiaries)
 
 
Total amount of guarantees Note3 (A+B)
5,439
 
The proportion of the total amount of guarantees to Sinopec Corp.’s net assets
1.2
 
Amount of guarantees provided for shareholders, de facto controllers and related parties (C)
N/A
 
Amount of debt guarantees provided directly or indirectly to the companies with liabilities to asset ratio of over 70%(D)
21
 
Amount of guarantees in excess of 50% of the total net assets (E)
N/A
 
Total amount of guarantees of the above three items Note4 (C+D+E)
21
 
Statement of guarantee undue that might be involved in any joint and several liabilities
N/A
 
Statement of guarantee status
N/A

 
Note 1:
As defined in Article 10.1.3 of the Listing Rules of Shanghai Stock Exchange.
 
Note 2:
Total amount of guarantee provided during the reporting period and total amount of guarantees outstanding at the end of the reporting period include the guarantees provided by the controlled subsidiaries to external parties. The amount of guarantees assumed by Sinopec Corp. is the amount of the external guarantees provided by each controlling subsidiary multiplied by Sinopec Corp.’s respective shareholding in the controlled subsidiary.
 
Note 3:
Total amount of guarantee is the aggregate of the amount of guarantee outstanding at the end of the reporting period (excluding the guarantees provided for controlling subsidiaries) and the amount of guarantees for controlling subsidiaries outstanding at the end of the reporting period.
 
Note 4:
“Total amount of guarantee of three items aforesaid” is the aggregate of “amount of guarantee provided for shareholders, de facto controllers and connected parties”, “amount of debt guarantees provided directly or indirectly to companies with liabilities to asset ratio of over 70%” and “the amount of guarantees in excess of 50% of net assets”.
     
 
Material Guarantees under Performance
 
At the twenty-second meeting of the First Session of the Board of Directors, the Board approved the proposal for Sinopec Corp. to provide guarantee for Yueyang Sinopec Shell Coal Gasification Co., Ltd. in the amount of RMB 377 million.
   
 
At the Eighth Meeting of the Third Session of the Board of Directors, the Board approved the proposal for Sinopec Corp. to provide guarantee equivalent to RMB 9.166 billion to Fujian United Petrochemical Company Limited for the Fujian refining and ethylene joint venture project. On December 13, 2010, the above guarantee decreased by 50% to RMB 4.583 billion.


 
28

 


15
FUND PROVIDED BETWEEN CONNECTED PARTIES
Unit: RMB millions

    Fund to Connected Parties   Fund from Connected Parties
 
Connected Parties
Amount incurred
 
Balance
 
Amount incurred
 
Balance
                 
 
China Petrochemical Corporation
267
 
787
 
(415)
 
7,830
 
Other connected parties
(1,112)
 
1,346
 
 
 
Total
(845)
 
2,133
 
(415)
 
7,830

16
PERFORMANCE OF THE COMMITMENTS BY SINOPEC GROUP COMPANY.
   
 
(1)
Till the end of the reporting period, the major commitments given by China Petrochemical Corporation were as follows:
     
   
i
Complying with the connected transaction agreements;
       
   
ii
Solving the issues regarding legality of the land use rights certificates and property ownership rights certificates within a specified period of time;
       
   
iii
Implementing the Re-organization Agreement
       
   
iv
Granting licenses for intellectual property rights;
       
   
v
Refraining from involvement in competition within the industry; and
       
   
vi
Withdrawing from the business competition and conflict of interests with Sinopec Corp.
       
     
Details of the above commitments were included in the prospectus for the issuance of A shares of Sinopec Corp. published in China Securities Journal, Shanghai Securities News, and Securities Times in Mainland China on 22 June 2001.
       
   
vii
On 27 October 2010, Sinopec Corp. disclosed an announcement, in which China Petrochemical Corporation made commitments, as the major refining business of China Petrochemical Corporation has been injected to Sinopec Corp., it’ll dispose of its existing refining business to eliminate competition with Sinopec Corp. within five years.
       
     
During the reporting period, Sinopec Corp. was not aware of any breach of the above-mentioned major commitments by the aforesaid shareholder.
     
 
(2)
Till the end of the reporting period, Sinopec Corp. made no results commitments, or assets take-over or assets restructuring or assets or projects earnings prediction.

17
SHAREHOLDER’S RIGHTS INCENTIVE PLAN
   
 
Not applicable

18
ACCOUNTING FIRMS
   
 
At the 2010 Annual General Meeting of Shareholders of Sinopec Corp. held on 13 May 2011, KPMG Huazhen and KPMG were reappointed as the domestic and overseas auditors of Sinopec Corp. for the year of 2011 respectively. In addition, the Board of Directors was authorized to determine the remuneration for the auditors. The accrued audit fee for the first half of 2011 was RMB 31 million. The financial statements for the first half of 2011 have been audited by KPMG Huazhen and KPMG. The signing certified public accountants of KPMG Huazhen are Hu Jianfei and Zhang Yansheng.

19
REPURCHASE, SALE AND REDEMPTION OF SHARES
   
 
Sinopec Corp. or any of its subsidiaries did not repurchase, sell or redeem any listed securities of Sinopec Corp. or its subsidiaries during the reporting period.
 
 
29

 


20
OTHER IMPORTANT ITEMS AND THEIR INFLUENCES AND DESCRIPTION OF THE SOLUTION

 
(1)
Status of investment in shares and securities

   
Stock Code
 
Abbreviation
 
Number of shares held at the end of period
 
Amount of initial investment
 
Book value at the end of period
 
Book value at the beginning of period
 
Accounting items
                             
   
384
 
China Gas Holding
 
210 million
 
RMB
 
RMB
 
RMB
 
Long-term
   
(Hong Kong)
     
shares
 
136,426,500.00
 
136,426,500.00
 
136,426,500.00
 
equity
                           
investment

 
(2)
Status of shares holding of financial institutions such as commercial banks, securities companies, insurance companies, trust companies or future companies etc.

     
Financial institutions
Initial investment (RMB 10,000)
 
Number of shares holding (RMB 10,000)
 
Proportion in total shares
 
Book value at the end of the period (RMB 10,000)
 
Profit/loss in the period
 
Change of shareholders’
funds in the period
 
Accounting items
 
Shares origin
                                     
   
1
Beijing International Trust Co., Ltd.
20,000
 
20,000
 
14.29%
 
20,000
 
0
 
0
 
Long-term equity investment
 
investment
   
2
Zhengzhou Commercial Bank Co., Ltd.
1,000
 
1,000
 
0.5%
 
1,000
 
0
 
0
 
Long-term equity investment
 
Debt to shares
   
Total
21,000
 
 
21,000
 
0
 
0
 
 
   
 

21
PROFIT WARNING AND DESCRIPTION FOR THE PROJECTION OF POSSIBLE NET LOSSES OR SIGNIFICANT DECREASE IN TERMS OF AGGREGATE NET PROFIT FROM THE BEGINNING OF THE YEAR TO THE NEXT REPORTING PERIOD COMPARED WITH THE CORRESPONDING PERIOD LAST YEAR.
   
 
Not applicable


 
30

 


DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

As at 30 June 2011, members of the Fourth Session of the Board of Directors, Fourth Session of the Board of Supervisors, and the other members of the senior management are as follows:

1.
DIRECTORS

The members of the Fourth Session of the Board of Directors

Name
 
Gender
 
Age
 
Position in the Company
 
Tenure

Fu Chengyu
 
Male
 
59
 
Chairman
 
May, 2011 - May, 2012
Wang Tianpu
 
Male
 
48
 
Vice Chairman, President
 
May, 2009 - May, 2012
Zhang Yaocang
 
Male
 
57
 
Vice Chairman
 
May, 2009 - May, 2012
Zhang Jianhua
 
Male
 
46
 
Director, Senior Vice President
 
May, 2009 - May, 2012
Wang Zhigang
 
Male
 
54
 
Director, Senior Vice President
 
May, 2009 - May, 2012
Cai Xiyou
 
Male
 
49
 
Director, Senior Vice President
 
May, 2009 - May, 2012
Cao Yaofeng
 
Male
 
57
 
Director
 
May, 2009 - May, 2012
Li Chunguang
 
Male
 
55
 
Director
 
May, 2009 - May, 2012
Dai Houliang
 
Male
 
47
 
Director, Senior Vice President
 
May, 2009 - May, 2012
Liu Yun
 
Male
 
54
 
Director
 
May, 2009 - May, 2012
Li Deshui
 
Male
 
66
 
Independent Non-executive Director
 
May, 2009 - May, 2012
Xie Zhongyu
 
Male
 
67
 
Independent Non-executive Director
 
May, 2009 - May, 2012
Chen Xiaojin
 
Male
 
66
 
Independent Non-executive Director
 
May, 2009 - May, 2012
Ma Weihua
 
Male
 
63
 
Independent Non-executive Director
 
May, 2010 - May, 2012
Wu Xiaogen
 
Male
 
45
 
Independent Non-executive Director
 
May, 2010 - May, 2012

2.
SUPERVISORS

The members of the Fourth Session of the Board of Supervisors

Name
 
Gender
 
Age
 
Position in the Company
 
Tenure

Wang Zuoran
 
Male
 
60
 
Chairman
 
May, 2009 - May, 2012
Zhang Youcai
 
Male
 
69
 
Vice Chairman, Independent Supervisor
 
May, 2009 - May, 2012
Geng Limin
 
Male
 
56
 
Supervisor
 
May, 2009 - May, 2012
Zou Huiping
 
Male
 
50
 
Supervisor
 
May, 2009 - May, 2012
Li Yonggui
 
Male
 
71
 
Independent Supervisor
 
May, 2009 - May, 2012
Zhou Shiliang
 
Male
 
53
 
Employee Representative Supervisor
 
May, 2009 - May, 2012
Chen Mingzheng
 
Male
 
53
 
Employee Representative Supervisor
 
May, 2009 - May, 2012
Jiang Zhenying
 
Male
 
46
 
Employee Representative Supervisor
 
December, 2010 - May, 2012
Yu Renming
 
Male
 
47
 
Employee Representative Supervisor
 
December, 2010 - May, 2012


 
31

 


3.
OTHER MEMBERS OF SENIOR MANAGEMENT

Other members of senior management

Name
 
Gender
 
Age
 
Position in the Company

Wang Xinhua
 
Male
 
55
 
Chief Financial Officer
Zhang Kehua
 
Male
 
57
 
Vice President
Zhang Haichao
 
Male
 
54
 
Vice President
Jiao Fangzheng
 
Male
 
48
 
Vice President
Lei Dianwu
 
Male
 
49
 
Vice President
Ling Yiqun
 
Male
 
48
 
Vice President
Chen Ge
 
Male
 
49
 
Secretary to the Board of Directors
 
CHANGING IN SHAREHOLDINGS OF DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT

Not applicable.


 
32

 


REPORT OF THE PRC AUDITOR


All Shareholders of China Petroleum & Chemical Corporation:

We have audited the accompanying financial statements of China Petroleum & Chemical Corporation (the “Company”), which comprise the consolidated balance sheet and balance sheet as at 30 June 2011, the consolidated income statement and income statement, the consolidated statement of changes in equity and statement of changes in equity, the consolidated cash flow statement and cash flow statement for the six-month period then ended, and notes to the financial statements.

1.
MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s management is responsible for the preparation of these financial statements in accordance with China Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China. This responsibility includes: (1) designing, implementing and maintaining internal control relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error; (2) selecting and applying appropriate accounting policies; and (3) making accounting estimates that are reasonable in the circumstances.

2.
AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with China Standards on Auditing for Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

3.
OPINION

In our opinion, the financial statements comply with the requirements of China Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s Republic of China and present fairly, in all material respects, the consolidated financial position and financial position of the Company as at 30 June 2011, and the consolidated results of operations and results of operations and the consolidated cash flows and cash flows of the Company for the six-month period then ended.
 
KPMG Huazhen
Certified Public Accountants
 
Registered in the People’s Republic of China

 
Hu Jianfei
 
Zhang Yansheng

Beijing, The People’s Republic of China
26 August 2011


 
33

 


(A)
FINANCIAL STATEMENTS PREPARED UNDER CHINA ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES
   
 
CONSOLIDATED BALANCE SHEET
 
as at 30 June 2011

 
Note
 
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
Assets
Current assets
 
Cash at bank and on hand
5
 
14,186
 
18,140
 
Bills receivable
6
 
25,113
 
15,950
 
Accounts receivable
7
 
65,414
 
43,093
 
Other receivables
8
 
8,177
 
9,880
 
Prepayments
9
 
8,896
 
5,247
 
Inventories
10
 
207,962
 
156,546
 
Other current assets
   
1,783
 
594
Total current assets
   
331,531
 
249,450
Non-current assets
 
Long-term equity investments
11
 
45,706
 
45,037
 
Fixed assets
12
 
531,953
 
540,700
 
Construction in progress
13
 
101,299
 
89,599
 
Intangible assets
14
 
28,634
 
27,440
 
Goodwill
15
 
8,775
 
8,298
 
Long-term deferred expenses
16
 
7,764
 
7,560
 
Deferred tax assets
17
 
14,748
 
15,578
 
Other non-current assets
   
1,502
 
1,727
Total non-current assets
   
740,381
 
735,939
Total assets
   
1,071,912
 
985,389
Liabilities and shareholders’ equity
         
Current liabilities
         
 
Short-term loans
19
 
35,426
 
29,298
 
Bills payable
20
 
4,301
 
3,818
 
Accounts payable
21
 
171,059
 
132,528
 
Advances from customers
22
 
44,977
 
57,324
 
Employee benefits payable
23
 
11,238
 
7,444
 
Taxes payable
24
 
24,205
 
33,814
 
Other payables
25
 
55,426
 
54,871
 
Short-term debentures payable
28
 
5,000
 
1,000
 
Non-current liabilities due within one year
26
 
33,994
 
5,530
Total current liabilities
   
385,626
 
325,627
Non-current liabilities
       
 
Long-term loans
27
 
58,351
 
58,895
 
Debentures payable
28
 
105,096
 
115,180
 
Provisions
29
 
16,339
 
15,573
 
Deferred tax liabilities
17
 
15,266
 
15,017
 
Other non-current liabilities
   
2,619
 
2,415
Total non-current liabilities
   
197,671
 
207,080
Total liabilities
   
583,297
 
532,707
Shareholders’ equity
         
 
Share capital
30
 
86,702
 
86,702
 
Capital reserve
31
 
33,203
 
29,414
 
Specific reserve
   
2,540
 
1,325
 
Surplus reserves
32
 
145,124
 
141,711
 
Retained profits
   
188,687
 
163,132
 
Foreign currency translation differences
   
(1,373)
 
(1,157)
Total equity attributable to shareholders of the Company
   
454,883
 
421,127
Minority interests
   
33,732
 
31,555
Total shareholders’ equity
   
488,615
 
452,682
Total liabilities and shareholders’ equity
   
1,071,912
 
985,389

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)
   


The notes on pages 43 to 97 form part of these financial statements.

 
34

 

BALANCE SHEET
as at 30 June 2011

 
Note
 
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
Assets
         
Current assets
         
 
Cash at bank and on hand
5
 
7,787
 
11,882
 
Bills receivable
6
 
15,828
 
11,093
 
Accounts receivable
7
 
18,724
 
16,660
 
Other receivables
8
 
33,401
 
27,433
 
Prepayments
9
 
9,883
 
6,394
 
Inventories
10
 
137,969
 
103,170
 
Other current assets
   
351
 
507
Total current assets
   
223,943
 
177,139
Non-current assets
         
 
Long-term equity investments
11
 
99,904
 
111,354
 
Fixed assets
12
 
437,650
 
436,870
 
Construction in progress
13
 
93,129
 
76,830
 
Intangible assets
14
 
22,297
 
20,080
 
Long-term deferred expenses
16
 
6,928
 
6,058
 
Deferred tax assets
17
 
11,326
 
11,832
 
Other non-current assets
   
71
 
173
Total non-current assets
   
671,305
 
663,197
Total assets
   
895,248
 
840,336
Liabilities and shareholders’ equity
         
Current liabilities
         
 
Short-term loans
19
 
434
 
7,229
 
Bills payable
20
 
2,816
 
2,670
 
Accounts payable
21
 
108,940
 
87,244
 
Advances from customers
22
 
40,979
 
51,190
 
Employee benefits payable
23
 
10,279
 
7,037
 
Taxes payable
24
 
19,357
 
24,598
 
Other payables
25
 
74,018
 
73,825
 
Short-term debentures payable
28
 
5,000
 
 
Non-current liabilities due within one year
26
 
33,786
 
4,109
Total current liabilities
   
295,609
 
257,902
Non-current liabilities
         
 
Long-term loans
27
 
57,774
 
58,377
 
Debentures payable
28
 
105,096
 
115,180
 
Provisions
29
 
15,164
 
14,462
 
Deferred tax liabilities
17
 
7,806
 
7,951
 
Other non-current liabilities
   
848
 
1,045
Total non-current liabilities
   
186,688
 
197,015
Total liabilities
482,297
 
454,917
Shareholders’ equity
         
 
Share capital
30
 
86,702
 
86,702
 
Capital reserve
31
 
41,577
 
37,922
 
Specific reserve
   
2,041
 
1,025
 
Surplus reserves
32
 
145,124
 
141,711
 
Retained profits
   
137,507
 
118,059
Total shareholders’ equity
   
412,951
 
385,419
Total liabilities and shareholders’ equity
895,248
 
840,336

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)
   

The notes on pages 43 to 97 form part of these financial statements.

 
35

 

CONSOLIDATED INCOME STATEMENT
for the six-month period ended 30 June 2011

     
Six-month periods ended 30 June
 
Note
 
2011
 
2010
     
RMB millions
 
RMB millions
           
Operating income
33
 
1,233,272
 
937,736
Less: Operating costs
33
 
1,029,875
 
762,661
 
Sales taxes and surcharges
34
 
93,285
 
75,410
 
Selling and distribution expenses
   
16,650
 
14,184
 
General and administrative expenses
   
28,502
 
24,348
 
Financial expenses
35
 
3,486
 
3,716
 
Exploration expenses, including dry holes
36
 
5,652
 
5,747
 
Impairment losses
37
 
2,712
 
741
Add: Gain from changes in fair value
38
 
305
 
540
 
Investment income
39
 
2,822
 
1,994
Operating profit
   
56,237
 
53,463
Add: Non-operating income
40
 
1,108
 
666
Less: Non-operating expenses
41
 
590
 
317
Profit before taxation
   
56,755
 
53,812
Less: Income tax expense
42
 
13,543
 
14,052
Net profit
   
43,212
 
39,760
Including: Net profit of acquiree before the consolidation
   
 
2,449
Attributable to:
         
 
Equity shareholders of the Company
   
40,239
 
36,776
 
Minority interests
   
2,973
 
2,984
Basic earnings per share
54
 
0.464
 
0.424
Diluted earnings per share
54
 
0.452
 
0.418
Net profit
   
43,212
 
39,760
Other comprehensive income
43
       
 
Cash flow hedges
   
139
 
(20)
 
Available-for-sale financial assets
   
1
 
 
Share of other comprehensive income of associates
   
(63)
 
(481)
 
Foreign currency translation difference
   
(234)
 
(45)
Total other comprehensive income
   
(157)
 
(546)
Total comprehensive income
   
43,055
 
39,214
Attributable to:
         
 
Equity shareholders of the Company
   
40,100
 
36,250
 
Minority interests
   
2,955
 
2,964

These financial statements have been approved by the board of directors on 26 August 2011.
 
Fu chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)
   
 
The notes on pages 43 to 97 form part of these financial statements.

 
36

 

INCOME STATEMENT
for the six-month period ended 30 June 2011
     
Six-month periods ended 30 June
 
Note
 
2011
 
2010
     
RMB millions
 
RMB millions

Operating income
33
 
757,588
 
570,689
Less: Operating costs
33
 
601,876
 
437,872
 
Sales taxes and surcharges
34
 
74,333
 
60,162
 
Selling and distribution expenses
   
14,311
 
11,476
 
General and administrative expenses
   
23,943
 
20,332
 
Financial expenses
35
 
3,481
 
2,951
 
Exploration expenses, including dry holes
36
 
5,652
 
5,747
 
Impairment losses
37
 
2,197
 
713
Add: Gain from changes in fair value
38
 
245
 
221
 
Investment income
39
 
9,124
 
1,347
Operating profit
   
41,164
 
33,004
Add: Non-operating income
40
 
1,007
 
561
Less: Non-operating expenses
41
 
560
 
319
Profit before taxation
   
41,611
 
33,246
Less: Income tax expense
42
 
7,479
 
7,882
Net profit
   
34,132
 
25,364
Other comprehensive income
43
       
 
Share of other comprehensive income of associates
   
(63)
 
(481)
Total other comprehensive income
   
(63)
 
(481)
Total comprehensive income
   
34,069
 
24,883

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)

 The notes on pages 43 to 97 form part of these financial statements.

 
37

 

CONSOLIDATED CASH FLOW STATEMENT
for the six-month period ended 30 June 2011

     
Six-month periods ended 30 June
 
Note
 
2011
 
2010
     
RMB millions
 
RMB millions
Cash flows from operating activities:
         
 
Cash received from sale of goods and rendering of services
   
1,393,347
 
1,066,647
 
Rentals received
   
202
 
162
 
Other cash received relating to operating activities
   
4,206
 
2,838
 
Sub-total of cash inflows
   
1,397,755
 
1,069,647
             
 
Cash paid for goods and services
   
(1,187,767)
 
(871,041)
 
Cash paid for operating leases
   
(6,341)
 
(6,027)
 
Cash paid to and for employees
   
(12,800)
 
(10,849)
 
Value added tax paid
   
(36,810)
 
(29,105)
 
Income tax paid
   
(20,000)
 
(10,535)
 
Taxes paid other than value added tax and income tax
   
(94,874)
 
(78,487)
 
Other cash paid relating to operating activities
   
(8,300)
 
(7,758)
 
Sub-total of cash outflows
   
(1,366,892)
 
(1,013,802)
Net cash flow from operating activities 45(a)   30,863   55,845
Cash flows from investing activities:
         
 
Cash received from disposal of investments
   
2,482
 
733
 
Dividends received
   
1,997
 
874
 
Net cash received from disposal of fixed assets and intangible assets
   
168
 
13,082
 
Cash received on maturity of time deposits with financial institutions
   
707
 
1,356
 
Cash received from derivative financial instruments
   
3,329
 
1,140
 
Other cash received relating to investing activities
   
541
 
162
 
Sub-total of cash inflows
   
9,224
 
17,347
 
Cash paid for acquisition of fixed assets and intangible assets
   
(53,782)
 
(49,625)
 
Cash paid for acquisition of investments
   
(2,692)
 
(4,300)
 
Cash paid for acquisition of time deposits with financial institutions
   
(5,045)
 
(1,603)
 
Cash paid for derivative financial instruments
   
(3,028)
 
(1,611)
 
Sub-total of cash outflows
   
(64,547)
 
(57,139)
Net cash flow from investing activities    
(55,323)
 
(39,792)
Cash flows from financing activities:
         
 
Cash received from borrowings
   
277,196
 
411,657
 
Cash received from issuance of 2011 Convertible Bonds, net of issuance expenses
   
22,889
 
 
Cash received from issuance of corporate bonds
   
5,000
 
21,000
 
Cash received from issuance of shares
   
 
2
 
Cash received from contribution from minority shareholders of subsidiaries
   
22
 
47
 
Sub-total of cash inflows
   
305,107
 
432,706
 
Cash repayments of borrowings
   
(272,658)
 
(427,944)
 
Cash repayments of corporate bonds
   
(1,036)
 
(1,000)
 
Cash paid for dividends, profits distribution or interest
   
(14,848)
 
(12,940)
 
Dividends paid to minority shareholders of subsidiaries
   
(420)
 
(379)
 
Cash paid for acquisition of minority interests from subsidiaries, net
   
(15)
 
 
Sub-total of cash outflows
   
(288,977)
 
(442,263)
Net cash flow from financing activities
   
16,130
 
(9,557)
Effects of changes in foreign exchange rate
   
38
 
(34)
Net (decrease)/increase in cash and cash equivalents
45(b)
 
(8,292)
 
6,462

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)

 The notes on pages 43 to 97 form part of these financial statements.
 
 
38

 

CASH FLOW STATEMENT
for the six-month period ended 30 June 2011

     
Six-month periods ended 30 June
 
Note
 
2011
 
2010
     
RMB millions
 
RMB millions
           
Cash flows from operating activities:
         
 
Cash received from sale of goods and rendering of services
   
863,953
 
653,029
 
Rentals received
   
202
 
70
 
Other cash received relating to operating activities
   
5,127
 
5,388
 
Sub-total of cash inflows
   
869,282
 
658,487
 
Cash paid for goods and services
   
(703,351)
 
(510,250)
 
Cash paid for operating leases
   
(5,339)
 
(4,927)
 
Cash paid to and for employees
   
(9,853)
 
(8,636)
 
Value added tax paid
   
(30,117)
 
(22,384)
 
Income tax paid
   
(12,680)
 
(6,066)
 
Taxes paid other than value added tax and income tax
   
(73,800)
 
(62,394)
 
Other cash paid relating to operating activities
   
(7,947)
 
(10,650)
 
Sub-total of cash outflows
   
(843,087)
 
(625,307)
Net cash flow from operating activities
45(a)
 
26,195
 
33,180
Cash flows from investing activities:
         
 
Cash received from disposal of investments
   
1,754
 
22
 
Dividends received
   
1,285
 
633
 
Net cash received from disposal of fixed assets and intangible assets
   
130
 
13,043
 
Cash received on maturity of time deposits with financial institutions
   
 
23
 
Other cash received relating to investing activities
   
195
 
91
 
Sub-total of cash inflows
   
3,364
 
13,812
 
Cash paid for acquisition of fixed assets and intangible assets
   
(37,846)
 
(42,604)
 
Cash paid for acquisition of investments
   
(1,813)
 
(6,712)
 
Cash paid for acquisition of time deposits with financial institutions
   
(3,830)
 
 
Sub-total of cash outflows
   
(43,489)
 
(49,316)
Net cash flow from investing activities
   
(40,125)
 
(35,504)
Cash flows from financing activities:
         
 
Cash received from borrowings
   
38,904
 
253,768
 
Cash received from issuance of 2011 Convertible Bonds, net of issuance expenses
   
22,889
 
 
Cash received from issuance of corporate bonds
   
5,000
 
20,000
 
Cash received from issuance of shares
   
 
2
 
Sub-total of cash inflows
   
66,793
 
273,770
 
Cash repayments of borrowings
   
(46,659)
 
(252,511)
 
Cash repayments of corporate bonds
   
(36)
 
 
Cash paid for dividends, profits distribution or interest
   
(14,093)
 
(12,077)
 
Sub-total of cash outflows
   
(60,788)
 
(264,588)
Net cash flow from financing activities
   
6,005
 
9,182
Net (decrease)/increase in cash and cash equivalents
45(b)
 
(7,925)
 
6,858

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)

 The notes on pages 43 to 97 form part of these financial statements.

 
39

 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2011

   
Share capital
 
Capital reserve
 
Specific reserve
 
Surplus reserves
 
Retained profits
 
Foreign currency translation differences
 
Total shareholders’ equity attributable to equity shareholders of the Company
 
Minority interests
 
Total shareholders’ equity
   
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
   
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
                                     
Balance at 1 January 2010
 
86,702
 
38,202
 
 
115,031
 
140,596
 
(70)
 
380,461
 
26,087
 
406,548
                                     
Change for the period
                                   
1.
Net profit
 
 
 
 
 
36,776
 
 
36,776
 
2,984
 
39,760
2.
Other comprehensive income:
                                   
 
Cash flow hedges
 
 
(20)
 
 
 
 
 
(20)
 
 
(20)
 
Share of other comprehensive income of associates
 
 
(481)
 
 
 
 
 
(481)
 
 
(481)
 
Foreign currency translation differences
 
 
 
 
 
 
(25)
 
(25)
 
(20)
 
(45)
 
Total other comprehensive income
 
 
(501)
 
 
 
 
(25)
 
(526)
 
(20)
 
(546)
Total comprehensive income
 
 
(501)
 
 
 
36,776
 
(25)
 
36,250
 
2,964
 
39,214
Transactions with owners, recorded directly in shareholders’ equity:
                                   
3.
Appropriations of profits:
                                   
 
Distributions to shareholders (Note 44)
 
 
 
 
 
(9,537)
 
 
(9,537)
 
 
(9,537)
4.
Warrants exercised (Note 30)
 
 
2
 
 
 
 
 
2
 
 
2
5.
Distributions to minority interests, net of contributions
 
 
 
 
 
 
 
 
(332)
 
(332)
6.
Distribution to Sinopec Group Company
 
 
(18)
 
 
 
 
 
(18)
 
 
(18)
7.
Net increase in specific reserve for the period
 
 
 
373
 
 
 
 
373
 
 
373
Total transactions with owners
 
 
(16)
 
373
 
 
(9,537)
 
 
(9,180)
 
(332)
 
(9,512)
Balance at 30 June 2010
 
86,702
 
37,685
 
373
 
115,031
 
167,835
 
(95)
 
407,531
 
28,719
 
436,250

 
40

 


   
Share capital
 
Capital reserve
 
Specific reserve
 
Surplus reserves
 
Retained profits
 
Foreign currency translation differences
 
Total shareholders’ equity attributable to equity shareholders of the Company
 
Minority interests
 
Total shareholders’ equity
   
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
   
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
 
millions
                                     
Balance at 1 January 2011
 
86,702
 
29,414
 
1,325
 
141,711
 
163,132
 
(1,157)
 
421,127
 
31,555
 
452,682
                                     
Change for the period
                                   
1.
Net profit
 
 
 
 
 
40,239
 
 
40,239
 
2,973
 
43,212
2.
Other comprehensive income:
                                   
 
Cash flow hedges
 
 
139
 
 
 
 
 
139
 
 
139
 
Available-for-sale financial assets
 
 
1
 
 
 
 
 
1
 
 
1
 
Share of other comprehensive income of associates
 
 
(63)
 
 
 
 
 
(63)
 
 
(63)
 
Foreign currency translation differences
 
 
 
 
 
 
(216)
 
(216)
 
(18)
 
(234)
 
Total other comprehensive income
 
 
77
 
 
 
 
(216)
 
(139)
 
(18)
 
(157)
Total comprehensive income
 
 
77
 
 
 
40,239
 
(216)
 
40,100
 
2,955
 
43,055
Transactions with owners, recorded directly in shareholders’ equity:
                                   
3.
Appropriations of profits:
                                   
 
Appropriation for surplus reserves (Note 32)
 
 
 
 
3,413
 
(3,413)
 
 
 
 
 
Distributions to shareholders (Note 44)
 
 
 
 
 
(11,271)
 
 
(11,271)
 
 
(11,271)
4.
Issuance of the 2011 Convertible Bonds (Note 28(v))
 
 
3,610
 
 
 
 
 
3,610
 
 
3,610
5.
Acquisition of minority interests (Note 31)
 
 
(16)
 
 
 
 
 
(16)
 
(4)
 
(20)
6.
Distributions to minority interests, net of contributions
 
 
 
 
 
 
 
 
(814)
 
(814)
7.
Net increase in specific reserve for the period
 
 
 
1,215
 
 
 
 
1,215
 
40
 
1,255
8.
Government grants
 
 
118
 
 
 
 
 
118
 
 
118
Total transactions with owners
 
 
3,712
 
1,215
 
3,413
 
(14,684)
 
 
(6,344)
 
(778)
 
(7,122)
Balance at 30 June 2011
 
86,702
 
33,203
 
2,540
 
145,124
 
188,687
 
(1,373)
 
454,883
 
33,732
 
488,615

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)

The notes on pages 43 to 97 form part of these financial statements.

 
41

 

 
STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2011

   
Share capital
 
Capital reserve
 
Specific reserve
 
Surplus reserves
 
Retained profits
 
Total shareholders’ equity
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
Balance at 1 January 2010
 
86,702
 
38,234
 
 
115,031
 
94,414
 
334,381
                         
Change for the period
                       
1.
Net profit
 
 
 
 
 
25,364
 
25,364
2.
Other comprehensive income
                       
 
Share of other comprehensive income of associates
 
 
(481)
 
 
 
 
(481)
 
Total other comprehensive income
 
 
(481)
 
 
 
 
(481)
Total comprehensive income
 
 
(481)
 
 
 
25,364
 
24,883
Transactions with owners, recorded directly in shareholders’ equity:
                       
3.
Appropriations of profits:
                       
 
Distributions to shareholders (Note 44)
 
 
 
 
 
(9,537)
 
(9,537)
4.
Warrants exercised (Note 30)
 
 
2
 
 
 
 
2
5.
Distributions to Sinopec Group Company
 
 
(18)
 
 
 
 
(18)
6.
Net increase in specific reserve for the period
 
 
 
234
 
 
 
234
Total transactions with owners
 
 
(16)
 
234
 
 
(9,537)
 
(9,319)
Balance at 30 June 2010
 
86,702
 
37,737
 
234
 
115,031
 
110,241
 
349,945
Balance at 1 January 2011
 
86,702
 
37,922
 
1,025
 
141,711
 
118,059
 
385,419
Change for the period
                       
1.
Net profit
 
 
 
 
 
34,132
 
34,132
2.
Other comprehensive income
                       
 
Share of other comprehensive income of associates
 
 
(63)
 
 
 
 
(63)
 
Total other comprehensive income
 
 
(63)
 
 
 
 
(63)
Total comprehensive income
 
 
(63)
 
 
 
34,132
 
34,069
Transactions with owners, recorded directly in shareholders’ equity:
                       
3.
Appropriations of profits:
                       
 
Appropriation for surplus reserves (Note 32)
 
 
 
 
3,413
 
(3,413)
 
 
Distributions to shareholders (Note 44)
 
 
 
 
 
(11,271)
 
(11,271)
4.
Issuance of the 2011 Convertible Bonds (Note 28(v))
 
 
3,610
 
 
 
 
3,610
5.
Net increase in specific reserve for the period
 
 
 
1,016
 
 
 
1,016
6.
Government grants
 
 
108
 
 
 
 
108
Total transactions with owners
 
 
3,718
 
1,016
 
3,413
 
(14,684)
 
(6,537)
Balance at 30 June 2011
 
86,702
 
41,577
 
2,041
 
145,124
 
137,507
 
412,951

These financial statements have been approved by the board of directors on 26 August 2011.

Fu Chengyu
Wang Tianpu
Wang Xinhua
Chairman
Vice Chairman, President
Chief Financial Officer
(Authorised representative)
 
The notes on pages 43 to 97 form part of these financial statements.

 
42

 


NOTES TO THE FINANCIAL STATEMENTS
for the six-month period ended 30 June 2011

1
STATUS OF THE COMPANY
   
 
China Petroleum & Chemical Corporation (the “Company”) was established on 25 February 2000 as a joint stock limited company.
   
 
According to the State Council’s approval to the “Preliminary Plan for the Reorganisation of China Petrochemical Corporation” ( the “Reorganisation”), the Company was established by China Petrochemical Corporation (“Sinopec Group Company”), which transferred its core businesses together with the related assets and liabilities on 30 September 1999 to the Company. Such assets and liabilities had been valued jointly by China United Assets Appraisal Corporation, Beijing Zhong Zheng Appraisal Company, CIECC Assets Appraisal Corporation and Zhong Fa International Properties Valuation Corporation. The net asset value was determined at RMB 98,249,084,000. The valuation was reviewed and approved by the Ministry of Finance (the “MOF”) (Cai Ping Zi [2000] No. 20 “Comments on the Review of the Valuation Regarding the Formation of a Joint Stock Limited Company by China Petrochemical Corporation”).
   
 
In addition, pursuant to the notice Cai Guan Zi [2000] No. 34 “Reply to the Issue Regarding Management of State-Owned Equity by China Petroleum and Chemical Corporation” issued by the MOF, 68.8 billion domestic state-owned shares with a par value of RMB 1.00 each were issued to Sinopec Group Company, the amount of which is equivalent to 70% of the above net asset value transferred from Sinopec Group Company to the Company in connection with the Reorganisation.
   
 
Pursuant to the notice Guo Jing Mao Qi Gai [2000] No. 154 “Reply on the Formation of China Petroleum and Chemical Corporation”, the Company obtained the approval from the State Economic and Trade Commission on 21 February 2000 for the formation of a joint stock limited company.
   
 
The Company took over the exploration, development and production of crude oil and natural gas, refining, chemicals and related sales and marketing business of Sinopec Group Company after the establishment of the Company.
   
 
The Company and its subsidiaries (the “Group”) engage in the oil and gas and chemical operations and businesses, including:
   
 
(1)
the exploration, development and production of crude oil and natural gas;
     
 
(2)
the refining, transportation, storage and marketing of crude oil and petroleum product, and
     
 
(3)
the production and sale of chemicals.
   
 
Pursuant to the resolution passed at the Directors’ meeting on 26 March 2010, the Group acquired 55% equity interests of Sonangol Sinopec International Limited (“SSI”) from Sinopec Overseas Oil & Gas Limited (“SOOGL”), a subsidiary of Sinopec Group Company, and the shareholder’s loans of USD 292 million provided by SOOGL to SSI, at a total cash consideration of USD 2,259 million (hereinafter referred to as the “Acquisition of SSI”).
   
 
As the Group and SSI are under the common control of Sinopec Group Company, the Acquisition of SSI is considered as “combination of entities under common control”. Accordingly, the assets and liabilities of SSI have been accounted for at historical cost and the consolidated financial statements of the Company prior to this acquisition have been restated to include the results of operations and the assets and liabilities of SSI on a combined basis. The difference between the total considerations paid over the amount of the net assets of SSI was accounted for as an equity transaction.

2
BASIS OF PREPARATION
     
 
(1)
Statement of compliance China Accounting Standards for Business Enterprises (“ASBE”)
   
The financial statements have been prepared in accordance with the requirements of Accounting Standards for Business Enterprises Basic Standards and 38 specific standards issued by the MOF on 15 February 2006 and the practice guide of the Accounting Standards for Business Enterprises, the explanations to the Accounting Standards for Business Enterprises and other regulations issued thereafter (collectively, ASBE). These financial statements present truly and completely the consolidated financial position and financial position, the consolidated results of operations and results of operations and the consolidated cash flows and cash flows of the Company.
     
   
These financial statements also comply with the disclosure requirements of “Regulation on the Preparation of Information Disclosures of Companies Issuing Public Shares, No.15: General Requirements for Financial Reports” as revised by the China Securities Regulatory Commission (“CSRC”) in 2010.
     
 
(2)
Accounting period
   
The accounting year of the Group is from 1 January to 31 December.
     
 
(3)
Measurement basis
   
The financial statements of the Group have been prepared under the historical cost convention, except for the assets and liabilities set out below:
     
 
Available-for-sale financial assets (see Note 3(11))
     
 
Convertible bonds (see Note 3(11))
     
 
(4)
Functional currency and presentation currency
   
The functional currency of the Company’s and most of its subsidiaries is Renminbi. The Group’s consolidated financial statements are presented in Renminbi. The Company translates the financial statements of subsidiaries from their respective functional currencies into Renminbi (see Note 3(2)) if the subsidiaries’ functional currencies are not Renminbi.


 
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3
SIGNIFICANT ACCOUNTING POLICIES
     
 
(1)
Accounting treatment of business combination involving entities under common control and not under common control
       
   
(a)
Business combination involving entities under common control
     
A business combination involving entities or businesses under common control is a business combination in which all of the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. The assets and liabilities that the acquirer receives in the acquisition are accounted for at the acquiree’s carrying amount on the acquisition date. The difference between the carrying amount of the acquired net assets and the carrying amount of the consideration paid for the acquisition (or the total nominal value of shares issued) is recognised in the share premium of capital reserve, or the retained profits in case of any shortfall in the share premium of capital reserve. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree.
       
   
(b)
Business combination involving entities not under common control
     
A business combination involving entities or businesses not under common control is a business combination in which all of the combining entities or businesses are not ultimately controlled by the same party or parties both before and after the business combination. Difference between the consideration paid by the Group as the acquirer, comprises of the aggregate of the fair value at the acquisition date of assets given, including equity interest of the acquiree held before the acquisition date, liabilities incurred or assumed, and equity securities issued by the acquirer in exchange for control of the acquiree, and the Group’s interest in the fair value of the identifiable net assets of the acquiree, is recognised as goodwill (Note 3(9)) if it is an excess, otherwise in profit or loss. The expense incurred for equity securities and debt securities issued as the consideration of the combination is recognised in the initial cost of the securities. Any other expense directly attributable to the business combination is recognised in profit or loss for the period. The difference between the fair value and the book value of the assets given is recognised in profit or loss. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree.
       
   
(c)
Method for preparation of consolidated financial statements
     
The consolidated financial statements comprise the Company and its subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights, such as warrants and convertible bonds, that are currently exercisable or convertible, are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
       
     
Where the Company combines a subsidiary during the reporting period through a business combination involving entities under common control, the financial statements of the subsidiary are included in the consolidated financial statements as if the combination had occurred at the beginning of the earliest comparative year presented or, if later, at the date that common control was established. Therefore the opening balances and the comparative figures of the consolidated financial statements are restated. In the preparation of the consolidated financial statements, the subsidiary’s assets, liabilities and results of operations are included in the consolidated balance sheet and the consolidated income statement, respectively, based on their carrying amounts in the subsidiary’s financial statements, from the date that common control was established.
       
     
Where the Company acquires a subsidiary during the reporting year through a business combination involving entities not under common control, the identifiable assets, liabilities and results of operations of the subsidiaries are consolidated into consolidated financial statements from the date that control commences, based on the fair value of those identifiable assets and liabilities at the acquisition date.
       
     
Where the Company acquired a minority interest from a subsidiary’s minority shareholders, the difference between the investment cost and the newly acquired interest into the subsidiary’s identifiable net assets is adjusted to the capital reserve in the consolidated balance sheet. Where the Company partially disposed an investment of a subsidiary that do not result in a loss of control, the difference between the proceeds and the corresponding share of the interest into the subsidiary is adjusted to the capital reserve in the consolidated balance sheet. If the credit balance of capital reserve is insufficient, any excess is adjusted to retained profits.
       
     
In a business combination involving entities not under common control achieved in stages, the Group remeasures its previously held equity interest in the acquiree on the acquisition date. The difference between the fair value and the net book value is recognised as investment income for the period. If other comprehensive income was recognised regarding the equity interest previously held in the acquiree before the acquisition date, the relevant other comprehensive income is transferred to investment income in the period in which the acquisition occurs.
       
     
Where control of a subsidiary is lost due to partial disposal of the equity investment held in a subsidiary, or any other reasons, the remaining equity investment is remeasured to fair value at the date in which control is lost. The sum of consideration received from disposal of equity investment and the fair value of the remaining equity investment, net of the fair value of the Group’s previous share of the subsidiary’s identifiable net assets recorded from the acquisition date, is recognised in investment income in the period in which control is lost. Other comprehensive income related to the previous equity investment in the subsidiary, is transferred to investment income when control is lost.


 
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3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(1)
Accounting treatment of business combination involving entities under common control and not under common control(Continued)
     
   
(c)
Method for preparation of consolidated financial statements(Continued)
     
Minority interest is presented separately in the consolidated balance sheet within shareholders’ equity. Net profit or loss attributable to minority shareholders is presented separately in the consolidated income statement below the net profit line item.
       
     
The excess of the loss attributable to the minority interests during the period over the minority interests’ share of the equity at the beginning of the reporting period is deducted from minority interests.
       
     
Where the accounting policies and accounting period adopted by the subsidiaries are different from those adopted by the Company, adjustments are made to the subsidiaries’ financial statements according to the Company’s accounting policies and accounting period. Intra-group balances and transactions, and any unrealised profit or loss arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses resulting from intra-group transactions are eliminated in the same way as unrealised gains but only to the extent that there is no evidence of impairment.
     
 
(2)
Transactions in foreign currencies and translation of financial statements in foreign currencies
   
Foreign currency transactions are, on initial recognition, translated into Renminbi at the spot exchange rates quoted by the People’s Bank of China (“PBOC rates”) at the transaction dates.
     
   
Foreign currency monetary items are translated at the PBOC rates at the balance sheet date. Exchange differences, except for those directly related to the acquisition, construction or production of qualified assets, are recognised as income or expenses in the income statement. Non-monetary items denominated in foreign currency measured at historical cost are not translated. Non-monetary items denominated in foreign currency that are measured at fair value are translated using the exchange rates at the date when the fair value was determined. The difference between the translated amount and the original currency amount is recognised as capital reserve, if it is classified as available-for-sale financial assets; or charged to the income statement if it is measured at fair value through profit or loss.
     
   
The assets and liabilities of foreign operation are translated to Renminbi at the spot exchange rates at the balance sheet date. The equity items, excluding “Retained profits”, are translated into Renminbi at the spot exchange rates at the transaction dates. The income and expenses of foreign operation are translated into Renminbi at the spot exchange rates on the transaction dates. The resulting exchange differences are separately presented in the balance sheet within equity. Upon disposal of a foreign operation, the cumulative amount of the exchange differences recognised in which relate to that foreign operation is transferred to profit or loss in the year in which the disposal occurs.
     
 
(3)
Cash and cash equivalents
   
Cash and cash equivalents comprise cash on hand, demand deposits, short-term and highly liquid investments which are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value.
     
 
(4)
Inventories
   
Inventories are stated at the lower of cost and net realisable value.
     
   
Cost includes the cost of purchase and processing, and other cost. Inventories are stated at cost upon acquisition. The cost of inventories is calculated using the weighted average method. In addition to the cost of purchase of raw material, work in progress and finished goods include direct labour and an appropriate allocation of manufacturing overhead costs.
     
   
Any excess of the cost over the net realisable value of each item of inventories is recognised as a provision for diminution in the value of inventories. Net realisable value is the estimated selling price in the normal course of business less the estimated costs to completion and the estimated expenses and related taxes to make the sale.
     
   
Inventories include raw materials, work in progress, semi-finished goods, finished goods and reusable materials. Reusable materials include low-value consumables, packaging materials and other materials, which can be used repeatedly but do not meet the definition of fixed assets. Reusable materials are amortised in full when received for use. The amounts of the amortisation are included in the cost of the related assets or profit or loss.
     
   
Inventories are recorded by perpetual method.


 
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3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(5)
Long-term equity investments
       
   
(a)
Investment in subsidiaries
     
In the Group’s consolidated financial statements, investment in subsidiaries are accounted for in accordance with the principles described in Note 3(1)(c).
       
     
In the Company’s financial statements, investments in subsidiaries are accounted for using the cost method. The cash dividends or profits declared to be distributed by the investee entity are recognised as investment income of the current period based on the Company’s proportionate interest in the investee entity, excluding the cash dividends or the profits declared but not distributed in the considerations paid to acquire the investment. The investments are stated at cost less impairment losses (see Note 3(12)) in the balance sheet. At initial recognition, such investments are measured as follows:
       
     
The initial investment cost of a long-term equity investment obtained through a business combination involving entities under common control is the book value of the acquired entities’ net assets at the combination date. The difference between the initial investment cost and the carrying amounts of the consideration given is adjusted to share premium in capital reserve. If the balance of the share premium is insufficient, any excess is adjusted to retained profits.
       
     
In a business combination involving entities not under common control achieved in stages, the total cost of initial investment comprises of book value of investment in the acquiree held by the Company and the cost of additional investment acquired on the acquisition date. Other comprehensive income recognised for holding the equity interest in the acquiree before the acquisition date, is transferred to the investment income when investment is disposed.
       
     
The initial investment cost of a long-term equity investment obtained through other business combinations involving entities not under common control is accounted for as the aggregate of the fair value of assets given on the acquisition date, liabilities incurred or assumed, and equity securities issued by the Company in exchange for control of the acquiree.
       
     
An investment in a subsidiary acquired otherwise than through a business combination is initially recognised at actual purchase cost if the Company acquires the investment by cash, or at the fair value of the equity securities issued if an investment is acquired by issuing equity securities, or at the value stipulated in the investment contract or agreement if an investment is contributed by investors.
       
   
(b)
Investment in jointly controlled entities and associates
     
A jointly controlled entity is an entity of which the Group can exercise joint control with other venturers. Joint control represents the contractual agreement of sharing of control over the entity’s economic activities, limited to economic activities related to significant financial and operating policies that require agreement of all venturers.
       
     
An associate is an entity of which the Group has significant influence. Significant influence represents the right to participate in the financial and operating policy decisions of the investee but is not control or joint control over the establishment of these policies.
       
     
An investment in a jointly controlled entity or an associate is accounted for using the equity method, unless the investment is classified as held for sale (see Note 3(10)).
       
     
At the balance sheet date, impairment losses on investment in jointly controlled entities and associates are measured according to Note 3(12).
       
     
The initial cost of investment in jointly controlled entities and associates is stated at the consideration paid if the investment is made in cash, or at the fair value of the non-monetary assets exchanged for the investment. The difference between the fair value of the non-monetary assets being exchanged and its carrying amount is charged to profit or loss.
       
     
The Group’s accounting treatments when adopting the equity method include:
       
     
Where the initial investment cost of a long-term equity investment exceeds the Group’s interest in the fair value of the investee’s identifiable net assets at the date of acquisition, the investment is initially recognised at the initial investment cost. Where the initial investment cost is less than the Group’s interest in the fair value of the investee’s identifiable net assets at the time of acquisition, the investment is initially recognised at the investor’s share of the fair value of the investee’s identifiable net assets, and the difference is charged to profit or loss.
       
     
After the acquisition of the investment, the Group recognises its share of the investee’s net profits or losses, as investment income or losses, and adjusts the carrying amount of the investment accordingly. Once the investee declares any cash dividends or profits distributions, the carrying amount of the investment is reduced by that attributable to the Group.
       
     
The Group recognises its share of the investee’s net profits or losses after making appropriate adjustments to align the accounting policies or accounting periods with those of the Group based on the fair values of the investee’s net identifiable assets at the time of acquisition. Under the equity accounting method, unrealised profits and losses resulting from transactions between the Group and its associates or jointly controlled entities are eliminated to the extent of the Group’s interest in the associates or jointly controlled entities. Unrealised losses resulting from transactions between the Group and its associates or jointly controlled entities are fully recognised in the event that there is an evidence of impairment.
       
     
The Group discontinues recognising its share of net losses of the investee after the carrying amount of the long-term equity investment and any long-term interest that in substance forms part of the Group’s net investment in the associate or the jointly controlled entity is reduced to zero, except to the extent that the Group has an obligation to assume additional losses. Where net profits are subsequently made by the associate or jointly controlled entity, the Group resumes recognising its share of those profits only after its share of the profits equals the share of losses not recognised.


 
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3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(5)
Long-term equity investments(Continued)
     
   
(c)
Other long-term equity investments
     
Other long-term equity investments refer to investments where the Group does not have control, joint control or significant influence over the investees, and for which the investments are not quoted in an active market and their fair value can not be reliably measured.
       
     
The initial investment cost in these entities is originally recognised in the same way as the initial investment cost and measurement principles for investment in jointly controlled entities and associates.
       
     
Other long-term investments are subsequently accounted for under the cost method. The cash dividends or profits declared to be distributed by the investee entity are recognised as investment income of the current period based on the Group’s proportionate interest in the investee entity, excluding the cash dividends or profits declared but not distributed in the considerations paid to acquire the investment.
     
 
(6)
Fixed assets and construction in progress
   
Fixed assets represent the tangible assets held by the Group using in the production of goods, rendering of services and for operation and administrative purposes with useful life over 1 year.
     
   
Fixed assets are stated in the balance sheet at cost less accumulated depreciation and impairment losses (see Note 3(12)). Construction in progress is stated in the balance sheet at cost less impairment losses (see Note 3(12)).
     
   
The cost of a purchased fixed asset comprises the purchase price, related taxes, and any directly attributable expenditure for bringing the asset to working condition for its intended use. The cost of self-constructed assets includes the cost of materials, direct labour, capitalised borrowing costs (see Note 3(19)), and any other costs directly attributable to bringing the asset to working condition for its intended use. Costs of dismantling and removing the items and restoring the site on which the related assets located are included in the initial cost.
     
   
Construction in progress is transferred to fixed assets when the asset is ready for its intended use. No depreciation is provided against construction in progress.
     
   
Where the individual component parts of an item of fixed asset have different useful lives or provide benefits to the Group in different patterns thus necessitating use of different depreciation rates or methods, each part is recognised as a separate fixed asset.
     
   
The subsequent costs including the cost of replacing part of an item of fixed assets are recognised in the carrying amount of the item if the recognition criteria are satisfied, and the carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of fixed assets are recognised in profit or loss as incurred.
     
   
The Group terminates the recognition of an item of fixed asset when it is in a state of disposal or it is estimated that it is unable to generate any economic benefits through use or disposal. Gains or losses arising from the retirement or disposal of an item of fixed asset are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised in profit or loss on the date of retirement or disposal.
     
   
Fixed assets other than oil and gas properties are depreciated using the straight-line method over their estimated useful lives. The estimated useful lives and the estimated rate of residual values adopted for respective classes of fixed assets are as follows:

   
Estimated useful life
 
Estimated rate of residual value
         
 
Plants and buildings
15-45 years
 
3%-5%
 
Machinery, equipment, vehicles and others
4-18 years
 
3%
 
Oil depots, storage tanks and service stations
8-25 years
 
3%-5%

   
Useful lives, residual values and depreciation methods are reviewed at least each year end.
     
 
(7)
Oil and gas properties
     
   
Oil and gas properties include the mineral interests in properties, wells and related support equipment arising from oil and gas exploration and production activities.
     
   
Mineral interests in properties are capitalised as oil and gas properties when acquired. Costs of development wells and related support equipment are capitalised. The cost of exploratory wells is initially capitalised as construction in progress pending determination of whether the well has found proved reserves. Exploratory well costs are charged to expenses upon the determination that the well has not found proved reserves. However, in the absence of a determination of the discovery of proved reserves, exploratory well costs are not carried as an asset for more than one year following completion of drilling. If, after one year has passed, a determination of the discovery of proved reserves cannot be made, the exploratory well costs are impaired and charged to expense. All other exploration costs, including geological and geophysical costs, are charged to profit or loss in the year as incurred.
     
   
Gains and losses on the disposal of proved oil and gas properties are not recognised unless the disposal encompasses an entire property. The proceeds on such disposals are credited to the carrying amounts of oil and gas properties.
     
   
The Group estimates future dismantlement costs for oil and gas properties with reference to engineering estimates after taking into consideration the anticipated method of dismantlement required in accordance with the industry practices. These estimated future dismantlement costs are discounted at credit-adjusted risk-free rate and are capitalised as oil and gas properties, which are subsequently amortised as part of the costs of the oil and gas properties.
     
   
Capitalised costs relating to proved properties are amortised on a unit-of-production method.


 
47

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(8)
Intangible assets
     
   
Intangible assets, where the estimated useful life is finite, are stated in the balance sheet at cost less accumulated amortisation and provision for impairment losses (see Note 3(12)). For an intangible asset with finite useful life, its cost less residual value and impairment losses is amortised on a straight-line basis over the expected useful lives, unless the intangible assets are classified as held for sale (see Note 3(10)).
     
   
An intangible asset is regarded as having an indefinite useful life and is not amortised when there is no foreseeable limit to the year over which the asset is expected to generate economic benefits for the Group.
     
 
(9)
Goodwill
   
Goodwill represents the excess of cost of business combination over the acquirer’s interest in the fair value of the identifiable net assets of the acquiree under the business combination involving entities not under common control.
     
   
Goodwill is not amortised and is stated at cost less accumulated impairment losses (see Note 3(12)). On disposal of an asset group or a set of asset groups, any attributable amount of purchased goodwill is written off and included in the calculation of the profit or loss on disposal.
     
 
(10)
Non-current assets held for sale
   
A non-current asset is classified as held for sale when the Group has made a decision and signed a non-cancellable agreement on the transfer of the asset with the transferee, and the transfer is expected to be completed within one year. Such non-current assets may be fixed assets, intangible assets, investment property subsequently measured using the cost model, long-term equity investment, etc. but not include deferred tax assets. Non-current assets held for sale are stated at the lower of carrying amount and net realisable value. Any excess of the carrying amount over the net realisable value is recognised as impairment loss.
     
 
(11)
Financial Instruments
   
Financial instruments of the Group include cash and cash equivalents, bond investments, equity securities other than long-term equity investments, receivables, derivative financial instruments, payables, loans, bonds payable, and share capital, etc.
     
   
(a)
Classification, recognition and measurement of financial instruments
     
The Group recognises a financial asset or a financial liability on its balance sheet when the Group enters into and becomes a party to the underlining contract of the financial instrument.
       
     
The Group classifies financial assets and liabilities into different categories at initial recognition based on the purpose of acquiring assets and assuming liabilities: financial assets and financial liabilities at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale financial assets and other financial liabilities.
       
     
Financial assets and financial liabilities are initially recognised at fair value. For financial asset or financial liability of which the change in its fair value is recognised in profit or loss, the relevant transaction cost is recognised in profit or loss. The transaction costs for other financial assets or financial liabilities are included in the initially recognised amount. Subsequent to initial recognition financial assets and liabilities are measured as follows:
       
     
Financial asset and financial liability with changes at fair value through profit or loss (including financial asset or financial liability held for trading)
         
       
Financial assets, financial liabilities and derivative instruments held by the Group for the purpose of selling or repurchasing in short term. These financial instruments are initially measured at fair value with subsequently changes in fair value recognised in profit or loss.
         
     
Receivables
         
       
Receivables are non-derivative financial assets with fixed or determinable recoverable amount and with no quoted price in active market. After the initial recognition, receivables are measured at amortised cost using the effective interest method.
         
     
Held-to-maturity investment
         
       
Held-to-maturity investment includes non-derivative financial assets with fixed or determinable recoverable amount and fixed maturity that the Group has the positive intention and ability to hold to maturity.
         
       
After the initial recognition, held-to-maturity investments are stated at amortised cost using the effective interest rate method.


 
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3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(11)
Financial Instruments(Continued)
     
   
(a)
Classification, recognition and measurement of financial instruments(Continued)
       
     
Available-for-sale financial assets
         
       
Available-for-sale financial assets include non-derivative financial assets that are designated as available for sales and other financial assets which do not fall into any of the above categories. Investments in equity instruments that do not have quoted market prices in active markets and whose fair value cannot be reliably measured are stated at cost.
         
       
Other than the above equity instrument investments whose fair values cannot be measured reliably, other available-for-sale financial assets are initially stated at fair values. The gains or losses arising from changes in the fair value are directly recognised in equity, except for the impairment losses and exchange differences from monetary financial assets denominated in foreign currencies, which are recognised in profit or loss. The cumulative gains and losses previously recognised in equity are transferred to profit or loss when the available-for-sale financial assets are derecognised. Dividend income from these equity instruments is recognised in profit or loss when the investee declares the dividends. Interest on available-for-sale financial assets calculated using the effective interest method is recognised in profit or loss (see Note 3(17)(c)).
         
     
Other financial liabilities
         
       
Financial liabilities other than the financial liabilities at fair value through profit or loss are classified as other financial liabilities.
         
       
Among other financial liabilities, financial guarantees are contracts that require the issuer (i.e. the guarantor) to make specified payments to reimburse the beneficiary of the guarantee (the holder) for a loss the holder incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Where the Group issues a financial guarantee, subsequent to initial recognition, the guarantee is measured at the higher of the amount initially recognised less accumulated amortisation and the amount of a provision determined in accordance with the principles of contingent liabilities (see Note 3(16)).
         
       
Except for the other financial liabilities described above, subsequent to initial recognition, other financial liabilities are measured at amortised cost using the effective interest method.
         
       
In the balance sheet, financial assets and financial liabilities are separately disclosed and not offset unless all of the following conditions are met:
         
       
the Group has a legally enforceable right to offset financial assets against financial liabilities, and
           
       
the Group intends to settle the financial assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously.
       
   
(b)
Determination of fair value
     
Fair value of financial asset or financial liability is determined with reference to quoted market price in active market without adjusting for transaction costs that may be incurred upon future disposal or settlement is used to establish the fair value of financial asset or financial liability. For a financial asset held or a financial liability to be assumed, the quoted price is the current bid price and, for a financial asset to be acquired or a financial liability assumed, it is the current asking price.
       
     
If no active market exists for a financial instrument, a valuation technique is used to establish the fair value. Valuation techniques include using arm’s length market transactions between knowledge, willing parties; reference to the current fair value of other instrument that is substantially the same; discounted cash flows and option pricing model. The Group calibrates the valuation technique and tests it for validity periodically.
       
   
(c)
Hedge accounting
     
Hedge accounting is a method which recognises the offsetting effects on profit or loss of changes in the fair values of the hedging instrument and the hedged item in the same accounting period(s).
       
     
Hedged items are the items that expose the Group to risks of changes in fair value or future cash flows and that are designated as being hedged. The Group’s hedged items include fixed-rate borrowings that expose the Group to risk of changes in fair values, floating rate borrowings that expose the Group to risk of variability in cash flows, and a forecast transaction that is settled with a fixed amount of foreign currency and expose the Group to foreign currency risk.
       
     
A hedging instrument is a designated derivative whose changes in fair value or cash flows are expected to offset changes in the fair value or cash flows of the hedged item. For a hedge of foreign currency risk, a non-derivative financial asset or non-derivative financial liability may also be used as a hedging instrument.


 
49

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(11)
Financial Instruments(Continued)
     
   
(c)
Hedge accounting(Continued)
       
     
The hedge is assessed by the Group for effectiveness on an ongoing basis and determined to have been highly effective throughout the accounting periods for which the hedging relationship was designated. The Group uses a ratio analysis to assess the subsequent effectiveness of a cash flow hedge, and uses a regression analysis to assess the subsequent effectiveness of a fair value hedge.
       
     
Cash flow hedges
         
       
A cash flow hedge is a hedge of the exposure to variability in cash flows. The portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in shareholders’ equity as a separate component. That effective portion is adjusted to the lesser of the following (in absolute amounts):
         
       
the cumulative gain or loss on the hedging instrument from inception of the hedge; and
           
       
the cumulative change in present value of the expected future cash flows on the hedged item from inception of the hedge.
         
       
The portion of the gain or loss on the hedging instrument that is determined to be an ineffective hedge is recognised in profit or loss.
         
       
If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is removed from shareholders’ equity, included in the initial cost of the non-financial asset or liability, and recognised in profit or loss in the same year during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies the amount that is not expected to be recovered into profit or loss.
         
       
If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gain or loss is removed from equity and recognised in profit or loss in the same period during which the financial asset or financial liability affects profit or loss. However, if the Group expects that all or a portion of a net loss recognised directly in shareholders’ equity will not be recovered in future accounting periods, it reclassifies the amount that is not expected to be recovered into profit or loss.
         
       
For cash flow hedges, other than those covered by the preceding two policy statements, the associated gain or loss is removed from shareholders’ equity and recognised in profit or loss in the same period or periods during which the hedged forecast transaction affects profit or loss.
         
       
When a hedging instrument expires or is sold, terminated or exercised, or the hedge no longer meets the criteria for hedge accounting, the Group will discontinue the hedge accounting treatments prospectively. In this case, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall not be reclassified into profit or loss and is recognised in accordance with the above policy when the forecast transaction occurs. If the forecast transaction is no longer expected to occur, the gain or loss on the hedging instrument that remains recognised directly in shareholders’ equity from the period when the hedge was effective shall be reclassified into profit or loss immediately.
         
     
Fair value hedges
         
       
A fair value hedge is a hedge of the exposure to changes in fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or unrecognised firm commitment.
         
       
The gain or loss from re-measuring the hedging instrument at fair value is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk adjusts the carrying amount of the hedged item and is recognised in profit or loss.
         
       
When a hedging instrument expires or is sold, terminated or exercised, or no longer meets the criteria for hedge accounting, the Group discontinues prospectively the hedge accounting treatments. If the hedged item is a financial instrument measured at amortised cost, any adjustment to the carrying amount of the hedged item is amortised to profit or loss from the adjustment date to the maturity date using the recalculated effective interest rate at the adjustment date.
         
     
Hedge of net investment in foreign operation
         
       
A hedge of a net investment in a foreign operation is a hedge of the exposure to foreign exchange risk associated with a net investment in a foreign operation. The portion of the gain or loss on a hedging instrument that is determined to be an effective hedge is recognised directly in equity as a separate component until the disposal of the foreign operation, at which time the cumulative gain or loss recognised directly in equity is recognised in profit or loss. The ineffective portion is recognised immediately in profit or loss.


 
50

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(11)
Financial Instruments(Continued)
     
   
(d)
Convertible bonds
       
     
Convertible bonds that contain an equity component
         
       
Convertible bonds that can be converted to equity share capital at the option of the holder, where the number of shares that would be issued on conversion and the value of the consideration that would be received at that time do not vary, are accounted for as compound financial instruments which contain both a liability component and an equity component.
         
       
At initial recognition the liability component of the convertible bonds is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Any excess of proceeds over the amount initially recognised as the liability component is recognised as the equity component. Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of proceeds.
         
       
The liability component is subsequently carried at amortised cost. The interest expense recognised in profit or loss on the liability component is calculated using the effective interest method. The equity component is recognised in the capital reserve until either the bond is converted or redeemed.
         
       
If the bond is converted, the capital reserve, together with the carrying amount of the liability component at the time of conversion, is transferred to share capital and capital reserve (share premium) as consideration for the shares issued. If the bond is redeemed, the capital reserve (other capital reserve) is transferred to capital reserve (share premium).
         
     
Other convertible bonds
         
       
Convertible bonds issued with a cash settlement option and other embedded derivative features are split into liability and derivative components.
         
       
At initial recognition, the derivative component of the convertible bonds is measured at fair value. Any excess of proceeds over the amount initially recognised as the derivative component is recognised as the liability component. Transaction costs that relate to the issue of the convertible bonds are allocated to the liability and derivative components in proportion to the allocation of proceeds. The portion of the transaction costs relating to the liability component is recognised initially as part of the liability. The portion relating to the derivative component is recognised immediately as an expense in profit or loss.
         
       
The derivative component is subsequently remeasured at each balance sheet date and any gains or losses arising from change in the fair value are recognised in profit or loss. The liability component is subsequently carried at amortised cost until extinguished on conversion or redemption. The interest expense recognised in profit or loss on the liability component is calculated using the effective interest method. Both the liability and the related derivative components are presented together for financial statements reporting purposes.
         
       
If the convertible bonds are converted, the carrying amounts of the derivative and liability components are transferred to share capital and share premium as consideration for the shares issued. If the convertible bonds are redeemed, any difference between the amount paid and the carrying amounts of both components is recognised in profit or loss.
       
   
(e)
Derecognition of financial assets and financial liabilities
     
The Group derecognises a financial asset when the contractual right to receive cash flows from the financial asset expires, or where the Group transfers substantially all risks and rewards of ownership.
       
     
On derecognition of a financial asset, the difference between the following amounts is recognised in profit or loss:
       
     
the carrying amounts, and
         
     
the sum of the consideration received and any cumulative gain or loss that had been recognised directly in equity.
       
     
Where the obligations for financial liabilities are completely or partially discharged, the entire or parts of financial liabilities are derecognised.


 
51

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(12)
Impairment of financial assets and non-financial long-term assets
     
   
(a)
Impairment of financial assets
     
The carrying amount of financial assets (other than those at fair value through profit or loss) are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such evidence exists, impairment loss is provided.
       
     
Objective evidences of impairment include but not limited to :
       
     
(a)
significant financial difficulty of the debtor;
         
     
(b)
a breach of contract, such as a default or delinquency in interest or principal payments;
         
     
(c)
it becoming probable that the debtor will enter bankruptcy or other financial reorganisation;
         
     
(d)
due to the significant financial difficulty of the debtor, financial assets is unable to be traded in active market;
         
     
(e)
significant changes in the technological, market, economic or legal environment that have an adverse effect on the debtor; and
         
     
(f)
a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
         
     
Receivables and held-to-maturity investments
         
       
Receivables and held-to-maturity investments are assessed for impairment on an individual basis.
         
       
Where impairment is assessed on an individual basis, an impairment loss in respect of a receivable or held-to-maturity investment is calculated as the excess of its carrying amount over the present value of the estimated future cash flows (exclusive of future credit losses that have not been incurred) discounted at the original effective interest rate. All impairment losses are recognised in profit or loss.
         
       
Impairment loss on receivables and held-to-maturity investments is reversed in profit or loss if evidence suggests that the financial assets’ carrying amounts have increased and the reason for the increase is objectively as a result of an event occurred after the recognition of the impairment loss. The reversed carrying amount shall not exceed the amortised cost if the financial assets had no impairment recognised.
         
     
Available-for-sale financial assets
         
       
Available-for-sale financial assets are assessed for impairment on an individual basis.
         
       
When available-for-sale financial assets are impaired, despite not derecognised, the cumulative losses resulted from the decrease in fair value which had previously been recognised directly in shareholders’ equity, are reversed and charged to profit or loss.
         
       
Impairment loss of available-for-sale debt instrument is reversed, if the reason for the subsequent increase in fair value is objectively as a result of an event occurred after the recognition of the impairment loss. Impairment loss for available-for-sale equity instrument is not reversed through profit or loss.
       
   
(b)
Impairment of other non-financial long-term assets
     
Internal and external sources of information are reviewed at each balance sheet date for indications that the following assets, including fixed assets, construction in progress, goodwill, intangible assets and investments in subsidiaries, associates and jointly controlled entities may be impaired.
       
     
Assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The recoverable amounts of goodwill and intangible assets with uncertain useful lives are estimated annually no matter there are any indications of impairment. Goodwill is tested for impairment together with related asset units or groups of asset units.
       
     
An asset unit is the smallest identifiable group of assets that generates cash inflows largely independent of the cash inflows from other assets or groups of assets. An asset unit comprises related assets that generate associated cash inflows. In identifying an asset unit, the Group primarily considers whether the asset unit is able to generate cash inflows independently as well as the management style of production and operational activities, and the decision for the use or disposal of asset.
       
     
The recoverable amount is the greater of the fair value less costs to sell and the present value of expected future cash flows generated by the asset (or asset unit, set of asset units).
       
     
Fair value less costs to sell of an asset is based on its selling price in an arm’s length transaction less any direct costs attributable to the disposal. Present value of expected future cash flows is the estimation of future cash flows to be generated from the use of and upon disposal of the asset, discounted at an appropriate pre-tax discount rate over the assets remaining useful life.
       
     
If the recoverable amount of an asset is less than its carrying amount, the carrying amount is reduced to the recoverable amount. The amount by which the carrying amount is reduced is recognised as an impairment loss in profit or loss. A provision for impairment loss of the asset is recognised accordingly. Impairment losses related to an asset unit or a set of asset units first reduce the carrying amount of any goodwill allocated to the asset unit or set of asset units, and then reduce the carrying amount of the other assets in the asset unit or set of asset units on a pro rata basis. However, that the carrying amount of an impaired asset will not be reduced below the highest of its individual fair value less costs to sell (if determinable), the present value of expected future cash flows (if determinable) and zero.
       
     
Impairment losses for assets are not reversed.


 
52

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(13)
Long-term deferred expenses are amortised on a straight-line basis over their beneficial periods.
     
 
(14)
Employee benefits
   
Employee benefits are all forms of considerations given and other related expenses incurred in exchange for services rendered by employees. When an employee has rendered service to the Group during an accounting period, the Group shall recognise the employee benefits payable (other than termination benefits) as a liability and charged to the cost of an asset or as an expense in the same time.
     
   
(a)
Retirement benefits
     
Pursuant to the relevant laws and regulations of the PRC, the Group has joined a basic pension insurance for the employees arranged by local Labour and Social Security Bureaus. The Group makes contributions to the pension insurance at the applicable rates based on the amounts stipulated by the government organisation. The contributions are charged to profit or loss on an accrual basis. When employees retire, the local Labour and Social Security Bureaus are responsible for the payment of the basic pension benefits to the retired employees. The Group does not have any other obligations in this respect.
       
   
(b)
Housing fund and other social insurance
     
Besides the pension benefits, pursuant to the relevant laws and regulations of the PRC, the Group has joined defined social security contributions for employees, such as a housing fund, basic medical insurance, unemployment insurance, injury insurance and maternity insurance. The Group makes contributions to the housing fund and other social insurances mentioned above at the applicable rate(s) based on the employees’ salaries. The contributions are recognised as cost of assets or charged to profit or loss on an accrual basis.
       
   
(c)
Termination benefits
     
When the Group terminates the employment relationship with employees before the employment contracts have expired, or provides compensation as an offer to encourage employees to accept voluntary redundancy, a provision for the termination benefits provided, is recognised in profit or loss when both of the following conditions have been satisfied:
       
     
The Group has a formal plan for the termination of employment or has made an offer to employees for voluntary redundancy, which will be implemented shortly; and
         
     
The Group is not allowed to withdraw from termination plan or redundancy offer unilaterally.
     
 
(15)
Deferred tax assets and liabilities
   
Deferred tax assets and liabilities are recognised based on deductible temporary differences and taxable temporary differences respectively. Temporary difference is the difference between the carrying amounts of assets and liabilities and their tax bases including unused tax losses and unused tax credits able to be utilised in subsequent years. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available to offset the deductible temporary differences.
     
   
Temporary differences arise in a transaction, which is not a business combination, and at the time of transaction, does not affect accounting profit or taxable profit (or unused tax losses), will not result in deferred tax. Temporary differences arising from the initial recognition of goodwill will not result in deferred tax.
     
   
At the balance sheet date, the amounts of deferred tax recognised is measured based on the expected manner of recovery or settlement of the carrying amount of the assets and liabilities, using tax rates that are expected to be applied in the period when the asset is recovered or the liability is settled in accordance with tax laws.
     
   
The carrying amount of deferred tax assets is reviewed at each balance sheet date. If it is unlikely to obtain sufficient taxable income to offset against the benefit of deferred tax asset, the carrying amount of the deferred tax assets is written down. Any such write-down should be subsequently reversed where it becomes probable that sufficient taxable income will be available.
     
   
At the balance sheet date, deferred tax assets and liabilities are offset if all the following conditions are met:
     
   
the taxable entity has a legally enforceable right to set off current tax assets against current tax liabilities, and
       
   
they relate to income taxes levied by the same tax authority on either:
       
     
the same taxable entity; or
         
     
different taxable entities which either to intend to settle the current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.


 
53

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(16)
Provisions and contingent liabilities
   
Provisions are recognised when the Group has a present obligation as a result of a contingent event, it is probable that an outflow of economic benefits will be required to settle the obligations and a reliable estimate can be made. Where the effect of time value of money is material, provisions are determined by discounting the expected future cash flows.
     
   
Provisions for future dismantlement costs are initially recognised based on the present value of the future costs expected to be incurred in respect of the Group’s expected dismantlement and abandonment costs at the end of related oil and gas exploration and development activities. Any subsequent change in the present value of the estimated costs, other than the change due to passage of time which is regarded as interest costs, is reflected as an adjustment to the provision of oil and gas properties.
     
   
A provision for onerous contracts is recognised when the economic benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
     
 
(17)
Revenue recognition
   
Revenue is the gross inflow of economic benefits arising in the course of the Group’s normal activities when the inflows result in increase in shareholder’s equity, other than increase relating to contributions from shareholders. Revenue is recognised in profit or loss when it is probable that the economic benefits will flow to the Group, the revenue and costs can be measured reliably and the following respective conditions are met:
     
   
(a)
Revenues from sales of goods
     
Revenue from the sales of goods is recognised when all of the general conditions stated above and following conditions are satisfied:
       
     
the significant risks and rewards of ownership and title have been transferred to buyers, and
         
     
the Group does not retain the management rights, which is normally associated with owner, on goods sold and has no control over the goods sold.
       
     
Revenue form the sale of goods is measured at fair value of the considerations received or receivable under the sales contract or agreement.
       
   
(b)
Revenues from rendering services
     
The Group determines the revenue from the rendering of services according to the fair value of the received or to-be received price of the party that receives the services as stipulated in the contract or agreement.
       
     
At the balance sheet date, when the outcome of a transaction involving the rendering of services can be estimated reliably at the balance sheet date, revenue from rendering of services is recognised in the income statement by reference to the stage of completion of the transaction based on the proportion of services performed to date to the total services to be performed.
       
     
When the outcome of rendering the services cannot be estimated reliably, revenues are recognised only to the extent that the costs incurred are expected to be recoverable. If the costs of rendering of services are not expected to be recoverable, the costs incurred are recognised in profit or loss and no service revenue is recognised.
       
   
(c)
Interest income
     
Interest income is recognised on a time proportion basis with reference to the principal outstanding and the applicable effective interest rate.
     
 
(18)
Government grants
   
Government grants are the gratuitous monetary assets or non-monetary assets that the Group receives from the government, excluding capital injection by the government as an investor. Special funds such as investment grants allocated by the government, if clearly defined in official documents as part of “capital reserve” are dealt with as capital contributions, and not regarded as government grants.
     
   
Government grants are recognised when there is reasonable assurance that the grants will be received and the Group is able to comply with the conditions attaching to them. Government grants in the form of monetary assets are recorded based on as the amount received or receivable, whereas non-monetary assets are measured at fair value.
     
   
Government grants received in relation to assets are recorded as deferred income, and recognised evenly in profit or loss over the assets’ useful lives. Government grants received in relation to revenue are recorded as deferred income, and recognised as income in future periods as compensation when the associated future expenses or losses arise; or directly recognised as income in the current period as compensation for past expenses or losses.
     
 
(19)
Borrowing costs
   
Borrowing costs incurred on borrowings for the acquisition, construction or production of qualified assets are capitalised into the cost of the related assets.
     
   
Except for the above, other borrowing costs are recognised as financial expenses in the income statement when incurred.


 
54

 


3
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(20)
Repairs and maintenance expenses
   
Repairs and maintenance (including overhauling expenses) expenses are recognised in profit or loss when incurred.
     
 
(21)
Environmental expenditures
   
Environmental expenditures that relate to current ongoing operations or to conditions caused by past operations is expensed as incurred.
     
 
(22)
Research and development costs
   
Research and development costs are recognised in profit or loss when incurred.
     
 
(23)
Operating leases
   
Operating lease payments are charged as expenses on a straight-line basis over the period of the respective leases.
     
 
(24)
Dividends
   
Dividends and distributions of profits proposed in the profit appropriation plan which will be authorised and declared after the balance sheet date, are not recognised as a liability at the balance sheet date and are separately disclosed in the notes to the financial statements.
     
 
(25)
Related parties
   
If a party has the power to control, jointly control or exercise significant influence over another party, or vice versa, or where two or more parties are subject to common control, joint control from another party, they are considered to be related parties. Related parties may be individuals or enterprises. Where enterprises are subject to state control but are otherwise unrelated, they are not related parties. Related parties of the Group and the Company include, but not limited to:
     
   
(a)
the holding company of the Company;
       
   
(b)
the subsidiaries of the Company;
       
   
(c)
the parties that are subject to common control with the Company;
       
   
(d)
investors that have joint control or exercise significant influence over the Group;
       
   
(e)
enterprises or individuals if a party has control, joint control over both the enterprises or individuals and the Group;
       
   
(f)
jointly controlled entities of the Group, including subsidiaries of the jointly controlled entities;
       
   
(g)
associates of the Group, including subsidiaries of the associates;
       
   
(h)
the major individual investors of the Group and a close family member of such individuals;
       
   
(i)
the member of key management personnel of the Group, and a close family member of such individuals;
       
   
(j)
the member of key management personnel of the Company’s holding company;
       
   
(k)
close family member of key management personnel of the Company’s holding company; and
       
   
(l)
an entity which is under control, joint control of major individual investor, key management personnel or a close family member of such individuals.
     
 
(26)
Segment reporting
   
Reportable segments are identified based on operating segments which are determined based on the structure of the Group’s internal organisation, management requirements and internal reporting system. An operating segment is a component of the Group that meets the following respective conditions:
     
   
Engage in business activities from which it may earn revenues and incur expenses;
       
   
Whose operating results are regularly reviewed by the Group’s management to make decisions about resource to be allocated to the segment and assess its performance; and
       
   
For which financial information regarding financial position, results of operations and cash flows are available.
     
   
Inter-segment revenues are measured on the basis of actual transaction price for such transactions for segment reporting, and segment accounting policies are consistent with those for the consolidated financial statements.


 
55

 


4
TAXATION
   
 
Major types of tax applicable to the Group are income tax, consumption tax, resources tax, value added tax, special oil income levy, city construction tax, education surcharge and local education surcharge.
   
 
The Corporate Income Tax Law of the People’s Republic of China (“new tax law”) took effect on 1 January 2008. According to the new tax law, the income tax rate applicable to the Group is changed to 25% from 1 January 2008; however, certain entities previously taxed at a preferential rate are subject to a transition period during which their tax rate will gradually be increased to the unified rate of 25% over a five-year period starting from 1 January 2008.
   
 
Based on the new tax law, the income tax rate applicable to the Group, except for certain entities of the Group, is changed from 33% to 25% from 1 January 2008. Based on a tax notice issued by the State Council on 26 December 2007, the applicable tax rates for foreign investment enterprises operating in special economic zones, which were previously taxed at the preferential rate of 15%, are 18%, 20%, 22%, 24% and 25% for the years ending 31 December 2008, 2009, 2010, 2011 and 2012, respectively.
   
 
The consumption tax rates on gasoline, diesel, naphtha, solvent oil, lubricant oil, fuel oil and jet fuel oil are RMB 1,388.0 per tonne, RMB 940.8 per tonne, RMB 1,385.0 per tonne, RMB 1,282.0 per tonne, RMB 1,126.0 per tonne, RMB 812.0 per tonne and RMB 996.8 per tone, respectively. Among them, the consumption tax of jet fuel oil is suspended. Effective from 1 January 2009, the consumption tax on the refined oil self-consumed by refining enterprises and oil (gas) field enterprises in conformity with certain conditions can be exempted and refunded, respectively.
   
 
Resources tax is levied on crude oil and natural gas at rates ranging from RMB 14 per tonne to RMB 30 per tonne and RMB 7 to RMB 15 per 1000 cubic metre, respectively. Effective from 1 June 2010, the resources tax rate of crude oil and natural gas in Xinjiang adopted rate on value method with tax rate of 5%, instead of the previous amount on volume method, and effective from 1 December 2010, the resources tax rate of crude oil and natural gas in the western region adopted rate on value method with tax rate of 5%, instead of the previous amount on volume method.
   
 
Value added tax rate for liquefied petroleum gas, natural gas and certain agricultural products is 13% and that for other products is 17%.
   
 
The Ministry of Finance imposed a special oil income levy on any income derived from the sale by an oil exploration and production enterprise of locally produced crude oil exceeding a standard price. The levy starts at USD 40 per barrel and the imposed rate ranges from 20% to 40%.
   
 
The entities granted with tax concession are set out below:

 
Name of branches and subsidiaries
 
Preferential tax rate
 
Reasons for granting concession
           
 
Zhanjiang Dongxing Petrochemical Company Limited
 
24%
 
Foreign investment enterprise
 
Sinopec Hainan Refining and Chemical Company Limited
 
2-year exemption and
3-year 50% reduction
 
Foreign investment enterprise


 
56

 


5
CASH AT BANK AND ON HAND
   
 
The Group

   
At 30 June 2011
 
At 31 December 2010
   
Original
 
Exchange
     
Original
 
Exchange
   
   
currency
 
rates
 
RMB
 
currency
 
rates
 
RMB
   
millions
     
millions
 
millions
     
millions
                         
 
Cash on hand
                     
   
Renminbi
       
189
         
130
 
Cash at bank
                     
   
Renminbi
       
10,780
         
9,072
   
US Dollars
31
 
6.4716
 
200
 
43
 
6.6227
 
284
   
Hong Kong Dollars
28
 
0.8316
 
23
 
31
 
0.8509
 
26
   
Japanese Yen
175
 
0.0802
 
14
 
123
 
0.0813
 
10
   
Euro
149
 
9.3612
 
1,392
 
2
 
8.8065
 
15
           
12,598
         
9,537
 
Deposits at related parties
                     
   
Renminbi
       
1,466
         
8,363
   
US Dollars
11
 
6.4716
 
68
 
22
 
6.6227
 
147
   
Hong Kong Dollars
5
 
0.8316
 
4
 
6
 
0.8509
 
5
   
Euro
5
 
9.3612
 
50
 
10
 
8.8065
 
88
 
Total cash at bank and on hand
       
14,186
         
18,140

 
The Company

   
At 30 June 2011
 
At 31 December 2010
   
Original
 
Exchange
     
Original
 
Exchange
   
   
currency
 
rates
 
RMB
 
currency
 
rates
 
RMB
   
millions
     
millions
 
millions
     
millions
                         
 
Cash on hand
                     
   
Renminbi
       
161
         
110
 
Cash at bank
                     
   
Renminbi
       
7,169
         
4,953
   
US Dollars
3
 
6.4716
 
20
 
 
6.6227
 
1
   
Japanese Yen
12
 
0.0802
 
1
         
             
7,351
         
5,064
 
Deposits at related parties
                     
   
Renminbi
       
434
         
6,817
   
US Dollars
 
6.4716
 
2
 
 
6.6227
 
1
 
Total cash at bank and on hand
       
7,787
         
11,882

 
Deposits at related parties represent deposits placed at Sinopec Finance Company Limited and Sinopec Century Bright Capital Investment Limited. Deposits interest is calculated based on market rate.
   
 
At 30 June 2011, time deposits with financial institutions of the Group and the Company amounted to RMB 5,470 million (2010: RMB 1,132 million) and RMB 3,831 million (2010: RMB 1 million), respectively.
   
6
BILLS RECEIVABLES
   
 
Bills receivable represents mainly the bills of acceptance issued by banks for sales of goods and products.
   
 
At 30 June 2011, the Group’s and the Company’s outstanding endorsed or discounted bills (with recourse) amounted to RMB 7,662 million (2010: RMB 6,155 million) and RMB 7,901 million (2010: RMB 5,725 million), respectively, all of which are due before 30 June 2012.
   
7
ACCOUNTS RECEIVABLE

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB
 
RMB
 
RMB
 
RMB
   
millions
 
millions
 
millions
 
millions
                 
 
Amounts due from subsidiaries
 
 
11,109
 
9,930
 
Amounts due from Sinopec Group Company and fellow subsidiaries
6,331
 
1,848
 
824
 
1,180
 
Amounts due from associates and jointly controlled entities
7,168
 
8,886
 
3,387
 
4,344
 
Amounts due from others
53,192
 
33,681
 
4,470
 
2,293
   
66,691
 
44,415
 
19,790
 
17,747
 
Less: Allowance for doubtful accounts
1,277
 
1,322
 
1,066
 
1,087
 
Total
65,414
 
43,093
 
18,724
 
16,660


 
57

 


7
ACCOUNTS RECEIVABLE (Continued)
   
 
Ageing analysis on accounts receivable is as follows:

   
The Group
   
At 30 June 2011
 
At 31 December 2010
               
Percentage
             
Percentage
       
Percentage
     
of allowance
     
Percentage
     
of allowance
       
of total
     
to accounts
     
of total
     
to accounts
   
Amount
 
accounts
 
Allowance
 
receivable
 
Amount
 
accounts
 
Allowance
 
receivable
   
RMB
 
receivable
 
RMB
 
balance
 
RMB
 
receivable
 
RMB
 
balance
   
millions
 
%
 
millions
 
%
 
millions
 
%
 
millions
 
%
                                 
 
Within one year
65,321
 
97.9
 
 
 
43,037
 
96.9
 
 
 
Between one and two years
77
 
0.1
 
15
 
19.5
 
61
 
0.1
 
25
 
41.0
 
Between two and three years
42
 
0.1
 
19
 
45.2
 
27
 
0.1
 
16
 
59.3
 
Over three years
1,251
 
1.9
 
1,243
 
99.4
 
1,290
 
2.9
 
1,281
 
99.3
 
Total
66,691
 
100.0
 
1,277
     
44,415
 
100.0
 
1,322
   

   
The Company
   
At 30 June 2011
 
At 31 December 2010
               
Percentage
             
Percentage
       
Percentage
     
of allowance
     
Percentage
     
of allowance
       
of total
     
to accounts
     
of total
     
to accounts
   
Amount
 
accounts
 
Allowance
 
receivable
 
Amount
 
accounts
 
Allowance
 
receivable
   
RMB
 
receivable
 
RMB
 
balance
 
RMB
 
receivable
 
RMB
 
balance
   
millions
 
%
 
millions
 
%
 
millions
 
%
 
millions
 
%
                                 
 
Within one year
18,665
 
94.3
 
 
 
16,620
 
93.6
 
 
 
Between one and two years
54
 
0.3
 
15
 
27.8
 
39
 
0.2
 
24
 
61.5
 
Between two and three years
22
 
0.1
 
9
 
40.9
 
23
 
0.1
 
6
 
26.1
 
Over three years
1,049
 
5.3
 
1,042
 
99.3
 
1,065
 
6.1
 
1,057
 
99.2
 
Total
19,790
 
100.0
 
1,066
     
17,747
 
100.0
 
1,087
   

 
At 30 June 2011 and 31 December 2010, the total amounts of the top five accounts receivable of the Group are set out below:

     
At 30 June
 
At 31 December
     
2011
 
2010
           
 
Total amount (RMB millions)
 
17,268
 
12,890
 
Ageing
 
Within 1 year
 
Within 1 year
 
Percentage to the total balance of accounts receivable
 
25.9%
 
29.0%

 
At 30 June 2011, the Group’s and the Company’s accounts receivable due from related parties amounted to RMB 13,499 million and RMB 15,320 million (2010: RMB 10,734 million and RMB 15,454 million), representing 20.2% and 77.4% (2010: 24.2% and 87.1%) of the total accounts receivable.
   
 
Except for the balances disclosed in Note 46, there is no amount due from shareholders who hold 5% or more voting right of the Company included in the balance of accounts receivable.
   
 
During the six-month periods ended 30 June 2011 and 2010, the Group and the Company had no individually significant accounts receivable been fully or substantially provided allowance for doubtful accounts.
   
 
During the six-month periods ended 30 June 2011 and 2010, the Group and the Company had no individually significant write-off or recovery of doubtful debts which had been fully or substantially provided for in prior years.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant accounts receivable that aged over three years.
   
8
OTHER RECEIVABLES

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB
 
RMB
 
RMB
 
RMB
   
millions
 
millions
 
millions
 
millions
                 
 
Amounts due from subsidiaries
 
 
28,997
 
23,103
 
Amounts due from Sinopec Group Company and fellow subsidiaries
819
 
556
 
603
 
428
 
Amounts due from associates and jointly controlled entities
1,376
 
2,488
 
1,281
 
2,468
 
Amounts due from others
7,910
 
8,912
 
4,674
 
3,690
   
10,105
 
11,956
 
35,555
 
29,689
 
Less: Allowance for doubtful accounts
1,928
 
2,076
 
2,154
 
2,256
 
Total
8,177
 
9,880
 
33,401
 
27,433


 
58

 


8
OTHER RECEIVABLES (Continued)
   
 
Ageing analysis of other receivables is as follows:
   

   
The Group
   
At 30 June 2011
 
At 31 December 2010
               
Percentage
             
Percentage
       
Percentage
     
of allowance
     
Percentage
     
of allowance
       
of total
     
to other
     
of total
     
to other
   
Amount
 
other
 
Allowance
 
receivables
 
Amount
 
other
 
Allowance
 
receivables
   
RMB
 
receivables
 
RMB
 
balance
 
RMB
 
receivables
 
RMB
 
balance
   
millions
 
%
 
millions
 
%
 
millions
 
%
 
millions
 
%
                                 
 
Within one year
5,736
 
56.7
 
79
 
1.4
 
8,994
 
75.3
 
78
 
0.9
 
Between one and two years
2,124
 
21.0
 
22
 
1.0
 
412
 
3.4
 
33
 
8.0
 
Between two and three years
157
 
1.6
 
49
 
31.2
 
144
 
1.2
 
55
 
38.2
 
Over three years
2,088
 
20.7
 
1,778
 
85.2
 
2,406
 
20.1
 
1,910
 
79.4
 
Total
10,105
 
100.0
 
1,928
     
11,956
 
100.0
 
2,076
   

   
The Company
   
At 30 June 2011
 
At 31 December 2010
               
Percentage
             
Percentage
       
Percentage
     
of allowance
     
Percentage
     
of allowance
       
of total
     
to other
     
of total
     
to other
   
Amount
 
other
 
Allowance
 
receivables
 
Amount
 
other
 
Allowance
 
receivables
   
RMB
 
receivables
 
RMB
 
balance
 
RMB
 
receivables
 
RMB
 
balance
   
millions
 
%
 
millions
 
%
 
millions
 
%
 
millions
 
%
                                 
 
Within one year
31,841
 
89.6
 
3
 
 
26,769
 
90.2
 
2
 
 
Between one and two years
1,222
 
3.4
 
21
 
1.7
 
199
 
0.7
 
22
 
11.1
 
Between two and three years
120
 
0.3
 
38
 
31.7
 
133
 
0.4
 
50
 
37.6
 
Over three years
2,372
 
6.7
 
2,092
 
88.2
 
2,588
 
8.7
 
2,182
 
84.3
 
Total
35,555
 
100.0
 
2,154
     
29,689
 
100.0
 
2,256
   

 
At 30 June 2011 and 31 December 2010, the total amounts of the top five other receivables of the Group are set out below:

     
At 30 June
 
At 31 December
     
2011
 
2010
           
 
Total amount (RMB millions)
 
1,872
 
3,129
 
Ageing
 
From within
one year to
over three years
 
From within
one year to
over three years
 
Percentage to the total balance of other receivables
 
18.5%
 
26.2 %

 
At 30 June 2011, the Group’s and the Company’s other receivables due from related parties amounted to RMB 2,195 million and RMB 30,881 million (2010: RMB 3,044 million and RMB 25,999 million), representing 21.7% and 86.9% (2010: 25.5% and 87.6%) of the total of other receivables.
   
 
Except for the balances disclosed in Note 46, there is no amount due from shareholders who hold 5% or more voting right of the Company included in the balance of other receivables.
   
 
During the six-month periods ended 30 June 2011 and 2010, the Group and the Company had no individually significant other receivables been fully or substantially provided allowance for doubtful accounts.
   
 
During the six-month periods ended 30 June 2011 and 2010, the Group and the Company had no individually significant write-off or recovery of doubtful debts which had been fully or substantially provided for in prior years.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant other receivables that aged over three years.
 

 
59

 


9
PREPAYMENTS
   
 
All prepayments are aged within one year.
   
 
Except for the balances disclosed in Note 46, there is no amount due from shareholders who hold 5% or more voting right of the Company included in the balance of prepayments.
   
10
INVENTORIES

     
The Group
 
The Company
     
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
 
Raw materials
 
119,529
 
84,428
 
82,878
 
56,858
 
Work in progress
 
14,352
 
13,089
 
9,549
 
9,393
 
Finished goods
 
73,278
 
55,945
 
45,284
 
34,706
 
Spare parts and consumables
 
4,099
 
4,175
 
2,843
 
2,908
     
211,258
 
157,637
 
140,554
 
103,865
 
Less: Provision for diminution in value of inventories
 
3,296
 
1,091
 
2,585
 
695
     
207,962
 
156,546
 
137,969
 
103,170

 
Provision for diminution in value of inventories is mainly against spare parts and consumables. For the six-month period ended 30 June 2011, the provision for diminution in value of inventories of the Group and the Company was primarily due to the costs of raw materials and finished goods of the refining and chemicals segments were higher than their net realisable value.
   
11
LONG-TERM EQUITY INVESTMENTS
   
 
The Group

     
Investments in jointly controlled entities
 
Investments in associates
 
Other equity investments
 
Provision for impairment losses
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                       
 
Balance at 1 January 2011
 
20,199
 
22,815
 
2,207
 
(184)
 
45,037
 
Additions for the period
 
904
 
152
 
229
 
 
1,285
 
Share of profits less losses from investments accounted for under the equity method
 
822
 
1,457
 
 
 
2,279
 
Change of capital reserve from investments accounted for under the equity method
 
 
(63)
 
 
 
(63)
 
Dividends receivable/received
 
(1,557)
 
(704)
 
 
 
(2,261)
 
Disposals for the period
 
 
(65)
 
(510)
 
 
(575)
 
Movement of provision for impairment losses
 
 
 
 
4
 
4
 
Balance at 30 June 2011
 
20,368
 
23,592
 
1,926
 
(180)
 
45,706

 
The Company

     
Investments in subsidiaries
 
Investments in jointly controlled entities
 
Investments in associates
 
Other equity investments
 
Provision for impairment losses
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Balance at 1 January 2011
 
87,952
 
11,652
 
17,139
 
1,011
 
(6,400)
 
111,354
 
Additions for the period
 
614
 
632
 
244
 
838
 
 
2,328
 
Share of profits less losses from investments accounted for under the equity method
 
 
541
 
743
 
 
 
1,284
 
Change of capital reserve from investments accounted for under the equity method
 
 
 
(63)
 
 
 
(63)
 
Decrease for the period
 
(13,178)
 
 
 
 
 
(13,178)
 
Dividends receivable/received
 
 
(962)
 
(288)
 
 
 
(1,250)
 
Disposals for the period
 
 
 
(65)
 
(506)
 
 
(571)
 
Balance at 30 June 2011
 
75,388
 
11,863
 
17,710
 
1,343
 
(6,400)
 
99,904

 
Details of the Company’s principal subsidiaries are set out in Note 48.


 
60

 


11
LONG-TERM EQUITY INVESTMENTS (Continued)
   
 
Principal jointly controlled entities and associates are as follows:

                 
Percentage of
         
Operating
                 
equity/voting
         
revenue for
                 
right directly or
         
the six-month
     
Register
 
Legal
 
Registered
 
indirectly held
 
Total assets at
 
Total liability at
 
period ended
 
Name of investees
 
location
 
representative
 
capital
 
by the Company
 
30 June 2011
 
30 June 2011
 
30 June 2011
             
RMB millions
     
RMB millions
 
RMB millions
 
RMB millions
                               
 
1.  Jointly controlled entities:
                           
 
Shanghai Secco Petrochemical Company Limited
 
Shanghai
 
Jeanne Marie Johns
 
USD 901
 
50%
 
16,290
 
7,978
 
15,766
 
BASF-YPC Company Limited
 
Jiangsu Provice
 
Ma Qiulin
 
13,634
 
40%
 
25,780
 
8,991
 
12,364
 
Fujian Refining and Petrochemical Company Limited
 
Fujian Province
 
Lu Dong
 
12,806
 
50%
 
45,607
 
34,473
 
27,143
 
SINOPEC SABIC Tianjin Petrochemical Company Limited
 
Tianjin
 
Khaled A. Almana
 
6,120
 
50%
 
22,179
 
15,275
 
14,721
 
2.  Associates:
                           
 
Sinopec Finance Company Limited
 
Beijing
 
Li Chunguang
 
8,000
 
49%
 
116,330
 
102,388
 
1,089
 
China Aviation Oil Supply Company Limited
 
Beijing
 
Sun Li
 
3,800
 
29%
 
19,425
 
12,631
 
39,878
 
Zhongtian Synergetic Energy Company Limited
 
Inner Mongolia
 
Cao Zumin
 
4,493
 
38.75%
 
4,693
 
124
 
 
Shanghai Chemical Industry Park Development Company Limited
 
Shanghai
 
Rong Guangdao
 
2,372
 
38.26%
 
7,277
 
3,644
 
 
Shanghai Petroleum Company Limited
 
Shanghai
 
Xu Guobao
 
900
 
30%
 
3,758
 
642
 
619

 
All the jointly controlled entities and associates above are limited companies.
   
 
The Group’s effective interest share of the jointly controlled entities’ net assets, operating income and net profit are as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Net assets
 
20,368
 
20,199

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Operating income
 
35,005
 
28,123
 
Net profit
 
822
 
1,014

 
Other equity investments represent the Group’s interests in PRC privately owned enterprises which are mainly engaged in non-oil and natural gas and chemical activities and operations. This includes non-consolidated investments which the Group has over 50% equity interest but the Group has no control on the entities.
   
 
For the six-month period ended 30 June 2011, the Group and the company had no individually significant long-term investments which had been provided for impairment losses.


 
61

 


12
FIXED ASSETS
   
 
The Group by segment

   
Exploration
     
Marketing
           
   
and
     
and
           
   
production
 
Refining
 
distribution
 
Chemicals
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost/valuation:
                     
 
Balance at 1 January 2011
505,373
 
212,385
 
127,123
 
214,946
 
13,555
 
1,073,382
 
Additions for the period
475
 
27
 
991
 
116
 
118
 
1,727
 
Transferred from construction in progress
11,088
 
3,492
 
4,111
 
582
 
992
 
20,265
 
Reclassifications
36
 
2,505
 
141
 
(2,408)
 
(274)
 
 
Disposals
(140)
 
(531)
 
(427)
 
(1,737)
 
(68)
 
(2,903)
 
Foreign exchange loss
(644)
 
 
(73)
 
 
(8)
 
(725)
 
Reclassification to other assets
 
(5)
 
(228)
 
(5)
 
 
(238)
 
Balance at 30 June 2011
516,188
 
217,873
 
131,638
 
211,494
 
14,315
 
1,091,508
 
Accumulated depreciation:
                     
 
Balance at 1 January 2011
234,797
 
101,935
 
36,459
 
128,550
 
4,775
 
506,516
 
Depreciation charge for the period
16,323
 
5,664
 
3,161
 
4,092
 
539
 
29,779
 
Reclassifications
(3)
 
1,896
 
29
 
(1,886)
 
(36)
 
 
Written back on disposals
(125)
 
(463)
 
(228)
 
(1,040)
 
(57)
 
(1,913)
 
Foreign exchange loss
(246)
 
 
(28)
 
 
 
(274)
 
Reclassification to other assets
 
 
(17)
 
 
 
(17)
 
Balance at 30 June 2011
250,746
 
109,032
 
39,376
 
129,716
 
5,221
 
534,091
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011
9,806
 
2,576
 
2,985
 
10,782
 
17
 
26,166
 
Additions for the period
 
43
 
32
 
89
 
 
164
 
Reclassifications
 
611
 
 
(611)
 
 
 
Written off for the period
(11)
 
(55)
 
(154)
 
(636)
 
(10)
 
(866)
 
Balance at 30 June 2011
9,795
 
3,175
 
2,863
 
9,624
 
7
 
25,464
 
Net book value:
                     
 
Balance at 30 June 2011
255,647
 
105,666
 
89,399
 
72,154
 
9,087
 
531,953
 
Balance at 31 December 2010
260,770
 
107,874
 
87,679
 
75,614
 
8,763
 
540,700

 
The Company by segment

   
Exploration
     
Marketing
           
   
and
     
and
           
   
production
 
Refining
 
distribution
 
Chemicals
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost/valuation:
                     
 
Balance at 1 January 2011
442,663
 
171,307
 
94,814
 
139,946
 
11,421
 
860,151
 
Additions for the period
425
 
24
 
986
 
2
 
113
 
1,550
 
Transferred from construction in progress
9,168
 
3,355
 
3,944
 
523
 
980
 
17,970
 
Transferred from subsidiaries
 
 
7,278
 
 
 
7,278
 
Transferred to subsidiaries
 
 
 
 
(33)
 
(33)
 
Reclassifications
36
 
2,506
 
118
 
(2,419)
 
(241)
 
 
Disposals
(140)
 
(499)
 
(324)
 
(1,459)
 
(67)
 
(2,489)
 
Reclassification to other assets
 
(5)
 
(225)
 
(5)
 
 
(235)
 
Balance at 30 June 2011
452,152
 
176,688
 
106,591
 
136,588
 
12,173
 
884,192
 
Accumulated depreciation:
                     
 
Balance at 1 January 2011
203,226
 
86,787
 
30,063
 
77,706
 
3,807
 
401,589
 
Depreciation charge for the period
14,061
 
4,320
 
2,579
 
2,807
 
463
 
24,230
 
Transferred from subsidiaries
 
 
1,160
 
 
 
1,160
 
Transferred to subsidiaries
 
 
 
 
(13)
 
(13)
 
Reclassifications
(3)
 
1,896
 
26
 
(1,896)
 
(23)
 
 
Written back on disposals
(125)
 
(436)
 
(177)
 
(821)
 
(56)
 
(1,615)
 
Reclassification to other assets
 
 
(17)
 
 
 
(17)
 
Balance at 30 June 2011
217,159
 
92,567
 
33,634
 
77,796
 
4,178
 
425,334
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011
7,567
 
2,462
 
2,675
 
8,971
 
17
 
21,692
 
Additions for the period
 
37
 
32
 
63
 
 
132
 
Transferred from subsidiaries
 
 
164
 
 
 
164
 
Reclassifications
 
611
 
 
(611)
 
 
 
Written off for the period
(11)
 
(51)
 
(116)
 
(592)
 
(10)
 
(780)
 
Balance at 30 June 2011
7,556
 
3,059
 
2,755
 
7,831
 
7
 
21,208
 
Net book value:
                     
 
Balance at 30 June 2011
227,437
 
81,062
 
70,202
 
50,961
 
7,988
 
437,650
 
Balance at 31 December 2010
231,870
 
82,058
 
62,076
 
53,269
 
7,597
 
436,870


 
62

 


12
FIXED ASSETS (Continued)
   
 
The Group by asset class
   

           
Oil depots,
 
Machinery,
   
       
Oil
 
storage
 
equipment,
   
   
Plants and
 
and gas
 
tanks and
 
vehicles and
   
   
buildings
 
properties
 
service stations
 
others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                     
 
Cost/valuation:
                 
 
Balance at 1 January 2011
66,253
 
427,171
 
153,857
 
426,101
 
1,073,382
 
Additions for the period
77
 
446
 
935
 
269
 
1,727
 
Transferred from construction in progress
355
 
10,702
 
3,606
 
5,602
 
20,265
 
Reclassifications
476
 
15
 
33
 
(524)
 
 
Disposals
(66)
 
 
(320)
 
(2,517)
 
(2,903)
 
Foreign exchange loss
(34)
 
(644)
 
(18)
 
(29)
 
(725)
 
Reclassification to other assets
(9)
 
 
(220)
 
(9)
 
(238)
 
Balance at 30 June 2011
67,052
 
437,690
 
157,873
 
428,893
 
1,091,508
 
Accumulated depreciation:
                 
 
Balance at 1 January 2011
30,865
 
200,462
 
37,703
 
237,486
 
506,516
 
Depreciation charge for the period
1,241
 
14,462
 
3,719
 
10,357
 
29,779
 
Reclassifications
101
 
14
 
2
 
(117)
 
 
Written back on disposals
(40)
 
 
(179)
 
(1,694)
 
(1,913)
 
Foreign exchange loss
(10)
 
(246)
 
(7)
 
(11)
 
(274)
 
Reclassification to other assets
(1)
 
 
(16)
 
 
(17)
 
Balance at 30 June 2011
32,156
 
214,692
 
41,222
 
246,021
 
534,091
 
Provision for impairment losses:
                 
 
Balance at 1 January 2011
2,179
 
9,664
 
2,798
 
11,525
 
26,166
 
Additions for the period
22
 
 
25
 
117
 
164
 
Written off for the period
(17)
 
 
(103)
 
(746)
 
(866)
 
Balance at 30 June 2011
2,184
 
9,664
 
2,720
 
10,896
 
25,464
 
Net book value:
                 
 
Balance at 30 June 2011
32,712
 
213,334
 
113,931
 
171,976
 
531,953
 
Balance at 31 December 2010
33,209
 
217,045
 
113,356
 
177,090
 
540,700


 
63

 


12
FIXED ASSETS (Continued)
   
 
The Company by asset class

           
Oil depots,
 
Machinery,
   
       
Oil
 
storage
 
equipment,
   
   
Plants and
 
and gas
 
tanks and
 
vehicles and
   
   
buildings
 
properties
 
service stations
 
others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                     
 
Cost/valuation:
                 
 
Balance at 1 January 2011
47,405
 
370,856
 
127,407
 
314,483
 
860,151
 
Additions for the period
5
 
396
 
935
 
214
 
1,550
 
Transferred from construction in progress
340
 
8,798
 
3,469
 
5,363
 
17,970
 
Transferred from subsidiaries
554
 
 
6,171
 
553
 
7,278
 
Transferred to subsidiaries
 
 
 
(33)
 
(33)
 
Reclassifications
357
 
15
 
56
 
(428)
 
 
Disposals
(65)
 
 
(306)
 
(2,118)
 
(2,489)
 
Reclassification to other assets
(9)
 
 
(217)
 
(9)
 
(235)
 
Balance at 30 June 2011
48,587
 
380,065
 
137,515
 
318,025
 
884,192
 
Accumulated depreciation:
                 
 
Balance at 1 January 2011
19,513
 
170,863
 
32,487
 
178,726
 
401,589
 
Depreciation charge for the period
925
 
12,278
 
3,134
 
7,893
 
24,230
 
Transferred from subsidiaries
87
 
 
899
 
174
 
1,160
 
Transferred to subsidiaries
 
 
 
(13)
 
(13)
 
Reclassifications
76
 
14
 
(1)
 
(89)
 
 
Written back on disposals
(39)
 
 
(173)
 
(1,403)
 
(1,615)
 
Reclassification to other assets
(1)
 
 
(16)
 
 
(17)
 
Balance at 30 June 2011
20,561
 
183,155
 
36,330
 
185,288
 
425,334
 
Provision for impairment losses:
                 
 
Balance at 1 January 2011
1,876
 
7,463
 
2,666
 
9,687
 
21,692
 
Addition for the period
21
 
 
24
 
87
 
132
 
Transferred from subsidiaries
 
 
131
 
33
 
164
 
Written off for the period
(17)
 
 
(103)
 
(660)
 
(780)
 
Balance at 30 June 2011
1,880
 
7,463
 
2,718
 
9,147
 
21,208
 
Net book value:
                 
 
Balance at 30 June 2011
26,146
 
189,447
 
98,467
 
123,590
 
437,650
 
Balance at 31 December 2010
26,016
 
192,530
 
92,254
 
126,070
 
436,870

 
Notes:
   
 
The additions in the exploration and production segment and oil and gas properties of the Group and the Company for six-month period ended 30 June 2011 included RMB 446 million (2010: RMB 803 million) and RMB 396 million (2010: RMB 768 million), respectively of the estimated dismantlement costs for site restoration.

 
Impairment losses recognised on fixed assets of the refining and chemicals segments were RMB 43 million (2010: RMB 115 million) and RMB 89 million (2010: RMB 138 million) for six-month period ended 30 June 2011. These impairment losses relate to certain refining and chemicals production facilities that are held for use. The carrying values of these facilities were written down to their recoverable amounts.
   
 
Provision for impairment losses recognised on fixed assets of the marketing and distribution segment of RMB 32 million (2010: RMB 35 million) for six-month period ended 30 June 2011 primarily relate to certain service stations that were closed or disposed during the period. In measuring the amounts of impairment charges, the carrying amounts of these assets were compared to the present value of the expected future cash flows of the assets, as well as information about sales and purchases of similar properties in the same geographic area.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant fixed assets which were pledged.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant fixed assets which were temporarily idle or pending for disposal.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant fully depreciated fixed assets which were still in use.


 
64

 


13
CONSTRUCTION IN PROGRESS
   
 
The Group

   
Exploration
     
Marketing
           
   
and
     
and
           
   
production
 
Refining
 
distribution
 
Chemicals
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost/valuation:
                     
 
Balance at 1 January 2011
30,374
 
21,191
 
27,510
 
8,985
 
2,253
 
90,313
 
Additions for the period
19,722
 
3,657
 
8,482
 
3,100
 
857
 
35,818
 
Dry hole costs written off
(2,342)
 
 
 
 
 
(2,342)
 
Transferred to fixed assets
(11,088)
 
(3,492)
 
(4,111)
 
(582)
 
(992)
 
(20,265)
 
Reclassification to other assets
(20)
 
(43)
 
(1,415)
 
(16)
 
 
(1,494)
 
Foreign exchange loss
(15)
 
 
 
 
 
(15)
 
Other decreases
 
 
(4)
 
 
 
(4)
 
Balance at 30 June 2011
36,631
 
21,313
 
30,462
 
11,487
 
2,118
 
102,011
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011
 
516
 
198
 
 
 
714
 
Decreases for the period
 
 
(2)
 
 
 
(2)
 
Balance at 30 June 2011
 
516
 
196
 
 
 
712
 
Net book value:
                     
 
Balance at 30 June 2011
36,631
 
20,797
 
30,266
 
11,487
 
2,118
 
101,299
 
Balance at 31 December 2010
30,374
 
20,675
 
27,312
 
8,985
 
2,253
 
89,599

 
At 30 June 2011, major construction projects of the Group are as follows:

           
Net
             
Accumulated
       
Balance
 
additions/
             
interest
       
at 1
 
(decreases)
 
Balance at
 
Percentage
     
capitalised
   
Budgeted
 
January
 
for the
 
30 June
 
of
 
Source of
 
at 30 June
 
Project name
amount
 
2011
 
period
 
2011
 
completion
 
funding
 
2011
   
 RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
%
     
RMB millions
                             
 
Rizhao Yizheng Pipeline and Ancillary Construction Project
3,215
 
1,602
 
69
 
1,671
 
52%
 
Bank loans &
self-financing
 
50
 
Changling Crude Oil Quality Upgrading Project
5,704
 
3,564
 
(1,368)
 
2,196
 
73%
 
Bank loans &
self-financing
 
71
 
Wuhan 800,000 tonnes per year Ethylene Construction Project
16,563
 
2,752
 
2,040
 
4,792
 
29%
 
Bank loans &
self-financing
 
109
 
Yulin Jinan Pipeline Project
6,042
 
1,308
 
117
 
1,425
 
76%
 
Bank loans &
self-financing
 
71
 
Sour Crude Oil Processing Adaptation Revamping and Oil Quality Upgrading Project
6,769
 
711
 
328
 
1,039
 
15%
 
Bank loans &
self-financing
 
13

 
The interest rates per annum at which borrowing costs were capitalised during the six-month period ended 30 June 2011 by the Group and the Company ranged from 3.1% to 6.7% (2010: 3.0% to 6.5%).


 
65

 


13
CONSTRUCTION IN PROGRESS (Continued)
   
 
The Company

   
Exploration
     
Marketing
           
   
and
     
and
           
   
production
 
Refining
 
distribution
 
Chemicals
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost/valuation:
                     
 
Balance at 1 January 2011
29,400
 
19,579
 
19,682
 
6,561
 
2,196
 
77,418
 
Additions for the period
17,398
 
3,554
 
7,696
 
2,326
 
828
 
31,802
 
Transferred from subsidiaries
 
 
6,379
 
 
 
6,379
 
Dry hole costs written off
(2,342)
 
 
 
 
 
(2,342)
 
Transferred to fixed assets
(9,168)
 
(3,355)
 
(3,944)
 
(523)
 
(980)
 
(17,970)
 
Reclassification to other assets
(20)
 
(43)
 
(1,363)
 
(16)
 
 
(1,442)
 
Other decreases
 
 
(4)
 
 
 
(4)
 
Balance at 30 June 2011
35,268
 
19,735
 
28,446
 
8,348
 
2,044
 
93,841
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011
 
516
 
72
 
 
 
588
 
Transferred from subsidiaries
 
 
126
 
 
 
126
 
Decreases for the period
 
 
(2)
 
 
 
(2)
 
Balance at 30 June 2011
 
516
 
196
 
 
 
712
 
Net book value:
                     
 
Balance at 30 June 2011
35,268
 
19,219
 
28,250
 
8,348
 
2,044
 
93,129
 
Balance at 31 December 2010
29,400
 
19,063
 
19,610
 
6,561
 
2,196
 
76,830

14
INTANGIBLE ASSETS
   
 
The Group

   
Land use
     
Non-patent
 
Operation
       
   
rights
 
Patents
 
technology
 
rights
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost:
                     
 
Balance at 1 January 2011
23,023
 
3,575
 
2,632
 
3,953
 
1,667
 
34,850
 
Additions for the period
293
 
 
 
17
 
 
310
 
Other increases
1,324
 
10
 
2
 
261
 
116
 
1,713
 
Other decreases
(21)
 
(1)
 
(4)
 
 
 
(26)
 
Reclassification
 
 
 
118
 
(118)
 
 
Foreign exchange loss
(65)
 
 
 
(1)
 
 
(66)
 
Balance at 30 June 2011
24,554
 
3,584
 
2,630
 
4,348
 
1,665
 
36,781
 
Accumulated amortisation:
                     
 
Balance at 1 January 2011
2,668
 
2,604
 
816
 
435
 
808
 
7,331
 
Additions for the period
326
 
96
 
108
 
89
 
112
 
731
 
Other increases
19
 
 
 
 
 
19
 
Other decreases
(2)
 
(1)
 
 
 
 
(3)
 
Reclassification
 
 
 
13
 
(13)
 
 
Foreign exchange loss
(10)
 
 
 
 
 
(10)
 
Balance at 30 June 2011
3,001
 
2,699
 
924
 
537
 
907
 
8,068
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011/ 30 June 2011
 
55
 
24
 
 
 
79
 
Net book value:
                     
 
Balance at 30 June 2011
21,553
 
830
 
1,682
 
3,811
 
758
 
28,634
 
Balance at 31 December 2011
20,355
 
916
 
1,792
 
3,518
 
859
 
27,440

 
Amortisation charged to the intangible assets of the Group for the six-month period ended 30 June 2011 is RMB 731 million (2010:RMB 620 million).


 
66

 


14
INTANGIBLE ASSETS (Continued)
   
 
The Company

   
Land use
     
Non-patent
 
Operation
       
   
rights
 
Patents
 
technology
 
rights
 
Others
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Cost:
                     
 
Balance at 1 January 2011
15,168
 
2,827
 
2,476
 
3,719
 
1,208
 
25,398
 
Additions for the period
109
 
 
 
17
 
 
126
 
Other increases
1,281
 
10
 
2
 
261
 
113
 
1,667
 
Transferred from subsidiaries
762
 
 
 
171
 
58
 
991
 
Reclassification
 
 
 
118
 
(118)
 
 
Other decreases
(17)
 
(1)
 
(4)
 
 
 
(22)
 
Balance at 30 June 2011
17,303
 
2,836
 
2,474
 
4,286
 
1,261
 
28,160
 
Accumulated amortisation:
                     
 
Balance at 1 January 2011
1,166
 
2,310
 
729
 
420
 
614
 
5,239
 
Additions for the period
197
 
70
 
106
 
86
 
34
 
493
 
Other increases
19
 
 
 
 
 
19
 
Transferred from subsidiaries
18
 
 
 
15
 
3
 
36
 
Reclassification
 
 
 
13
 
(13)
 
 
Other decreases
(2)
 
(1)
 
 
 
 
(3)
 
Balance at 30 June 2011
1,398
 
2,379
 
835
 
534
 
638
 
5,784
 
Provision for impairment losses:
                     
 
Balance at 1 January 2011/ 30 June 2011
 
55
 
24
 
 
 
79
 
Net book value:
                     
 
Balance at 30 June 2011
15,905
 
402
 
1,615
 
3,752
 
623
 
22,297
 
Balance at 31 December 2010
14,002
 
462
 
1,723
 
3,299
 
594
 
20,080

 
Amortisation charged to the intangible assets of the Company for the six-month period ended 30 June 2011 is RMB 493 million (2010: RMB 446 million).
   
15
GOODWILL
   
 
Goodwill is allocated to the following Group’s cash-generating units:

               
Net
   
Balance at
 
Increase/
 
Provision for
 
book value
   
1 January
 
(decrease) for
 
impairment
 
at 30 June
   
2011
 
the period
 
losses
 
2011
 
Name of investees
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Sinopec Beijing Yanshan Branch (“Sinopec Yanshan”)
1,157
 
 
 
1,157
 
Sinopec Zhenhai Refining and Chemical Branch (“Sinopec Zhenhai”)
4,043
 
 
 
4,043
 
Hong Kong service stations
895
 
(20)
 
 
875
 
Multiple units without individually significant goodwill
2,203
 
497
 
 
2,700
 
Total
8,298
 
477
 
 
8,775

 
Goodwill represents the excess of the cost of purchase over the fair value of the underlying assets and liabilities. The recoverable amounts of the above cash generating units are determined based on value in use calculations. The calculations for Sinopec Yanshan, Sinopec Zhenhai and Hong Kong service stations, use cash flow projections based on financial budgets approved by management covering a one-year period and forecast on market supply and demand for the second to the fifth year based on market research performed by an external research institution. Cash flows beyond the five-year period are maintained constant. The pre-tax discount rates range from 15.1% to 16.7% (2010: 15.2% to 16.8%).
   
 
Key assumptions used for the value in use calculations for these entities are the gross margin and sales volume. Management determined the budgeted gross margin based on the gross margin achieved in the period immediately before the budget period and management’s expectation on the future trend of the prices of crude oil and petrochemical products. The sales volume was based on the production capacity and/or the sales volume in the period immediately before the budget period, and the forecast on market supply and demand based on market research performed by an external research institution. Management believes any reasonably possible change in the key assumptions on which these entities’ recoverable amounts are based would not cause these entities’ carrying amounts to exceed their recoverable amounts.
   
16
LONG-TERM DEFERRED EXPENSES
   
 
Long-term deferred expenses primarily represent prepaid rental expenses over one year and catalysts expenditures.


 
67

 


17
DEFERRED TAX ASSETS AND LIABILITIES
   
 
The Group

   
Assets
 
Liabilities
 
Net balance
   
At 30
 
At 31
 
At 30
 
At 31
 
At 30
 
At 31
   
June
 
December
 
June
 
December
 
June
 
December
   
2011
 
2010
 
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Current
                     
 
Receivables and inventories
3,701
 
3,507
 
 
 
3,701
 
3,507
 
Accruals
1,604
 
1,588
 
 
 
1,604
 
1,588
 
Cash flow hedges
7
 
31
 
 
 
7
 
31
 
Non-current
                     
 
Fixed assets
6,940
 
7,961
 
(765)
 
(794)
 
6,175
 
7,167
 
Accelerated depreciation
 
 
(14,372)
 
(14,142)
 
(14,372)
 
(14,142)
 
Tax value of losses carried forward
1,799
 
2,116
 
 
 
1,799
 
2,116
  Embedded derivative componentof the 2007 Convertible Bonds
 
 
(112)
 
(64)
 
(112)
 
(64)
 
Others
697
 
375
 
(17)
 
(17)
 
680
 
358
 
Deferred tax assets / (liabilities)
14,748
 
15,578
 
(15,266)
 
(15,017)
 
(518)
 
561

 
The Company

   
Assets
 
Liabilities
 
Net balance
   
At 30
 
At 31
 
At 30
 
At 31
 
At 30
 
At 31
   
June
 
December
 
June
 
December
 
June
 
December
   
2011
 
2010
 
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Current
                     
 
Receivables and inventories
3,233
 
3,084
 
 
 
3,233
 
3,084
 
Accruals
1,695
 
1,617
 
 
 
1,695
 
1,617
 
Non-current
                     
 
Fixed assets
5,845
 
6,852
 
(20)
 
(35)
 
5,825
 
6,817
 
Accelerated depreciation
 
 
(7,660)
 
(7,836)
 
(7,660)
 
(7,836)
  Embedded derivative component of the 2007 Convertible Bonds
 
 
(112)
 
(64)
 
(112)
 
(64)
 
Others
553
 
279
 
(14)
 
(16)
 
539
 
263
 
Deferred tax assets / (liabilities)
11,326
 
11,832
 
(7,806)
 
(7,951)
 
3,520
 
3,881

 
At 30 June 2011, certain subsidiaries of the Company did not recognise the tax value of losses carried forward of RMB 4,116 million (2010: RMB 4,215 million), of which RMB 376 million (2010: RMB 364 million) was incurred for the period ended 30 June 2011, because it was not probable that the related tax benefit will be realised. The tax value of these losses carried forward of RMB 60 million, RMB 377 million, RMB 2,574 million, RMB 362 million, RMB 367 million and RMB 376 million will expire in 2011, 2012, 2013, 2014,2015 and 2016, respectively.
   
 
Periodically, management performed assessment on the probability that taxable profit will be available over the period which the deferred tax assets can be realised or utilised. In assessing the probability, both positive and negative evidence was considered, including whether it is probable that the operations will have future taxable profits over the periods which the deferred tax assets are deductible or utilised and whether the tax losses result from identifiable causes which are unlikely to recur.


 
68

 


18
DETAILS OF IMPAIRMENT LOSSES
   
 
At 30 June 2011, impairment losses of the Group are analysed as follows:

       
Balance at
 
Provision for
 
Written back
 
Written off for
 
Balance at
   
Note
 
1 January 2011
 
the period
 
for the period
 
the period
 
30 June 2011
       
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                         
 
Allowance for doubtful accounts
                     
 
Included:
                     
   
Accounts receivable
7
 
1,322
 
3
 
(25)
 
(23)
 
1,277
   
Other receivables
8
 
2,076
 
14
 
(110)
 
(52)
 
1,928
         
3,398
 
17
 
(135)
 
(75)
 
3,205
 
Provision for diminution in value of inventories
10
 
1,091
 
2,714
 
(47)
 
(462)
 
3,296
 
Long-term equity investments
11
 
184
 
 
 
(4)
 
180
 
Fixed assets
12
 
26,166
 
164
 
 
(866)
 
25,464
 
Construction in progress
13
 
714
 
 
 
(2)
 
712
 
Intangible assets
14
 
79
 
 
 
 
79
 
Goodwill
15
 
7,657
 
 
 
 
7,657
 
Others
   
32
 
 
(1)
 
 
31
 
Total
   
39,321
 
2,895
 
(183)
 
(1,409)
 
40,624

 
At 30 June 2011, impairment losses of the Company are analysed as follows:


               
Transferred
 
Written
 
Written
 
Balance
       
Balance at 1
 
Provision for
 
from
 
back for
 
off for
 
at 30
   
Note
 
January 2011
 
the period
 
subsidiaries
 
the period
 
the period
 
June 2011
       
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                             
 
Allowance for doubtful accounts
                         
 
Included:
                         
   
Accounts receivable
7
 
1,087
 
3
 
 
(24)
 
 
1,066
   
Other receivables
8
 
2,256
 
12
 
 
(109)
 
(5)
 
2,154
         
3,343
 
15
 
 
(133)
 
(5)
 
3,220
 
Provision for diminution in value of inventories
10
 
695
 
2,194
 
 
(10)
 
(294)
 
2,585
 
Long-term equity investments
11
 
6,400
 
 
 
 
 
6,400
 
Fixed assets
12
 
21,692
 
132
 
164
 
 
(780)
 
21,208
 
Construction in progress
13
 
588
 
 
126
 
 
(2)
 
712
 
Intangible assets
14
 
79
 
 
 
 
 
79
 
Others
29
 
 
 
(1)
 
 
28
   
 
Total
   
32,826
 
2,341
 
290
 
(144)
 
(1,081)
 
34,232

 
See the note of each class of assets for the reason for its impairment losses recognised for the period.
   
19
SHORT-TERM LOANS
   
 
The Group’s and the Company’s short-term loans represent:

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Short-term bank loans
17,688
 
11,380
 
49
 
2,400
 
Loans from Sinopec Group Company and fellow subsidiaries
17,738
 
17,918
 
385
 
4,829
 
Total
35,426
 
29,298
 
434
 
7,229

 
At 30 June 2010, the Group’s and the Company’s weighted average interest rates per annum on short-term loans were 1.4% (2010: 2.7%) and 4.9% (2010: 4.8%), respectively. The majority of the above loans are by credit.
   
 
Except for the balances disclosed in Note 46, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of short-term loans.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no significant overdue short-term loan.


 
69

 


20
BILLS PAYABLE
   
 
Bills payable primarily represented bank accepted bills for the purchase of material, goods and products. The repayment term is normally within one year.
   
21
ACCOUNTS PAYABLE
   
 
Except for the balances disclosed in Note 46, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of accounts payable.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant accounts payable aged over one year.
   
22
ADVANCES FROM CUSTOMERS
   
 
Except for the balances disclosed in Note 46, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of advances from customers.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant advances from customers aged over one year.
   
23
EMPLOYEE BENEFITS PAYABLE
   
 
At 30 June 2011 and 31 December 2010, the Group’s and the Company’s employee benefits payable primarily represented wages payable and social insurance payable.
   
24
TAXES PAYABLE

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Recoverable value-added tax
(6,665)
 
(4,921)
 
(6,738)
 
(5,287)
 
Consumption tax
10,962
 
17,125
 
8,539
 
12,505
 
Income tax
3,242
 
10,754
 
2,057
 
7,620
 
Special oil income levy
11,243
 
5,249
 
11,237
 
5,242
 
Resources tax
1,259
 
779
 
1,172
 
711
 
Other taxes
4,164
 
4,828
 
3,090
 
3,807
 
Total
24,205
 
33,814
 
19,357
 
24,598

25
OTHER PAYABLES
   
 
At 30 June 2011 and 31 December 2010, the Group’s and the Company’s other payables primarily represented payables for constructions.
   
 
As at 30 June 2011, the Group has entered into certain non-cancellable purchase contracts of crude oil for delivery in the six-month period ending 31 December 2011. Due to the high purchase costs of crude oil, the Group determined that the economic benefits to be derived from processing the crude oil under these purchase contracts would be lower than the unavoidable cost of meeting the Group’s obligations under these purchase contracts. Consequently, a provision for onerous contracts of RMB 3,200 million was recognised in accordance with the policy set out in Note 3(16) as at 30 June 2011.
   
 
Except for the balances disclosed in Note 46, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of other payables.
   
 
At 30 June 2011 and 31 December 2010, the Group and the Company had no individually significant other payables aged over three years.
 

 
70

 


26
NON-CURRENT LIABILITIES DUE WITHIN ONE YEAR
   
 
The Group’s and the Company’s non-current liabilities due within one year represent:

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Long-term bank loans
             
   
Renminbi loans
3,513
 
3,683
 
3,413
 
3,583
   
Japanese Yen loans
303
 
308
 
303
 
307
   
US Dollar loans
53
 
536
 
23
 
35
   
Euro loans
 
27
 
 
27
     
3,869
 
4,554
 
3,739
 
3,952
 
Long-term other loans
             
   
Renminbi loans
83
 
73
 
5
 
5
   
US Dollar loans
2
 
12
 
2
 
2
     
85
 
85
 
7
 
7
 
Long-term loans from Sinopec Group Company and fellow subsidiaries
             
   
Renminbi loans
40
 
150
 
40
 
150
   
US Dollar loans
 
741
 
 
     
40
 
891
 
40
 
150
 
Long-term loans due within one year
3,994
 
5,530
 
3,786
 
4,109
 
Debentures payable due within one year (ii)
30,000
 
 
30,000
 
 
Non-current liabilities due within one year
33,994
 
5,530
 
33,786
 
4,109

 
Notes:
     
 
(i)
At 30 June 2011 and 31 December 2010, the Group and the Company had no significant overdue long-term loan.
     
 
(ii)
The Company issued three-year corporate bonds of RMB 10 billion to corporate investors in the PRC debenture market on 27 March 2009. The three-year corporate bond bears a fixed interest rate of 2.25% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued three-year corporate bonds of RMB 20 billion to corporate investors in the PRC debenture market on 26 June 2009. The three-year corporate bond bears a fixed interest rate of 2.48% per annum and interest is paid annually. Interest payable for the current period was included in other payables.

 
71

 


27
LONG-TERM LOANS
   
 
The Group’s and the Company’s long-term loans represent:
 
         
The Group
 
The Company
         
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
         
2011
 
2010
 
2011
 
2010
         
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                       
 
Long-term bank loans
                   
 
Renminbi loans
 
Interest rates ranging from interest free to 5.64% per annum at 30 June 2011 with maturities through 2025
 
22,071
 
23,161
 
21,796
 
22,886
 
Japanese Yen loans
 
Interest rates ranging from 2.60% to 2.94% per annum at 30 June 2011 with maturities through 2024
 
1,317
 
1,488
 
1,317
 
1,488
 
US Dollar loans
 
Interest rates ranging from interest free to 1.55% per annum at 30 June 2011with maturities through 2031
 
453
 
972
 
272
 
301
 
Euro loans
 
Interest rates were 6.56% per annum at 30 June 2011 with maturities through 2011
 
 
27
 
 
27
 
Less: Current portion
 
3,869
 
4,554
 
3,739
 
3,952
 
Long-term bank loans
 
19,972
 
21,094
 
19,646
 
20,750
 
Long-term other loans
               
 
Renminbi loans
 
Interest free per annum at 30 June 2011 with maturities through 2012
 
222
 
250
 
144
 
151
 
US Dollar loans
 
Interest rates ranging from interest free to 4.89% per annum at 30 June 2011 with maturities through 2015
 
15
 
26
 
15
 
16
 
Less: Current portion
 
85
 
85
 
7
 
7
 
Long-term other loans
 
152
 
191
 
152
 
160
 
Long-term loans from Sinopec Group Company and fellow subsidiaries
               
 
Renminbi loans
 
Interest rates ranging from interest free to 6.40% per annum at 30 June 2011 with maturities through 2020
 
38,267
 
37,760
 
38,016
 
37,617
 
US Dollar loans
 
Interest rates were 0.92% per annum at 30 June 2011
 
 
741
 
 
 
Less: Current portion
 
40
 
891
 
40
 
150
 
Long-term loans from Sinopec Group Company and fellow subsidiaries
 
38,227
 
37,610
 
37,976
 
37,467
 
Total
 
58,351
 
58,895
 
57,774
 
58,377

 
The maturity analysis of the Group’s and the Company’s long-term loans is as follows:

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Between one and two years
8,299
 
4,655
 
8,269
 
4,625
 
Between two and five years
13,446
 
17,546
 
12,929
 
17,105
 
After five years
36,606
 
36,694
 
36,576
 
36,647
 
Total long-term loans
58,351
 
58,895
 
57,774
 
58,377

 
At 30 June 2011, the top five long-term loans (including long-term loans due within one year) of the Group are set out below:

                   
Remaining balance at
 
Remaining balance at
                   
30 June
 
31 December
 
Lenders
Borrowing dates
 
Maturity dates
 
Currency
 
Interest rate
 
2011
 
2010
                   
RMB millions
 
RMB millions
                         
 
Sinopec Group Company
18 October 2000
 
31 December 2020
 
RMB
 
interest free
 
35,561
 
35,561
 
China Development Bank
20 January 2005
 
20 December 2013
 
RMB
 
5.35%
 
9,000
 
10,000
 
Agricultural Bank of China
2 March 2010
 
1 March 2013
 
RMB
 
4.86%
 
3,500
 
3,500
 
Bank of China
31 August 2010
 
31 August 2013
 
RMB
 
4.86%
 
2,000
 
2,000
 
Bank of China
19 January 2010
 
18 November 2013
 
RMB
 
5.04%
 
2,000
 
2,000

 
Except for the balances disclosed in Note 46, there is no amount due to shareholders who hold 5% or more voting right of the Company included in the balance of long-term loans.
   
 
Long-term loans are primarily unsecured, and carried at amortised costs.


 
72

 


28
DEBENTURES PAYABLE

   
The Group
 
The Company
   
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Short-term corporate bonds (i)
5,000
 
1,000
 
5,000
 
 
Debentures payable:
             
   
Corporate Bonds (ii)
48,449
 
78,500
 
48,449
 
78,500
   
2007 Convertible Bonds (iii)
10,474
 
10,667
 
10,474
 
10,667
   
Convertible Bonds With Warrants (iv)
26,589
 
26,013
 
26,589
 
26,013
   
2011 Convertible Bonds (v)
19,584
 
 
19,584
 
     
105,096
 
115,180
 
105,096
 
115,180

 
(i)
A subsidiary of the Company issued one-year corporate bonds of face value at RMB 1 billion to corporate investors in the PRC debenture market on 22 June 2010 at par value of RMB 100. The effective yield of the one-year corporate bonds is 3.27% per annum and interest is paid annually. The corporate bonds will mature in June 2011.
     
   
The Company issued 180-day corporate bonds of face value RMB 5 billion to corporate investors in the PRC debenture market on 17 February 2011 at par value of RMB 100. The effective yield of the 180-day corporate bonds is 3.90% per annum. The corporate bonds mature in August 2011.
     
 
(ii)
The Company issued ten-year corporate bonds of RMB 3.5 billion to PRC citizens as well as PRC legal and non-legal persons on 24 February 2004. The ten-year corporate bond bears a fixed interest rate of 4.61% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued ten-year corporate bonds of RMB 5 billion to corporate investors in the PRC on 10 May 2007. The ten-year corporate bond bears a fixed interest rate of 4.20% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued five-year corporate bonds of RMB 8.5 billion to corporate investors in the PRC on 13 November 2007. The five-year corporate bond bears a fixed interest rate of 5.40% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued ten-year corporate bonds of RMB 11.5 billion to corporate investors in the PRC on 13 November 2007. The ten-year corporate bond bears a fixed interest rate of 5.68% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued five-year corporate bonds of RMB 11 billion to corporate investors in the PRC debenture market on 21 May 2010. The five-year corporate bond bears a fixed interest rate of 3.75% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
   
The Company issued ten-year corporate bonds of RMB 9 billion to corporate investors in the PRC debenture market on 21 May 2010. The ten-year corporate bond bears a fixed interest rate of 4.05% per annum and interest is paid annually. Interest payable for the current period was included in other payables.
     
 
(iii)
On 24 April 2007, the Company issued zero coupon convertible bonds due 2014 with an aggregate principal amount of HKD11.7 billion (the “2007 Convertible Bonds”).? The 2007 Convertible Bonds are convertible into shares of the Company from 4 June 2007 onwards at a price of HKD10.76 per share, subject to adjustment for, amongst other things, subdivision or consolidation of shares, bonus issues, rights issues, capital distribution, change of control and other events, which have a dilutive effect on the issued share capital of the Company (“the Conversion component”).? Unless previously redeemed, converted or purchased and cancelled, the 2007 Convertible Bonds will be redeemed on the maturity date at 121.069% of the principal amount.? The Company has an early redemption option at any time after 24 April 2011 (subject to certain criteria) (“the Early Redemption Option”) and a cash settlement option when the holders exercise their conversion right (“the Cash Settlement Option”).
     
   
During the six-month period ended 30 June 2011, the Company redeemed part of the 2007 Convertible Bonds upon certain holders’ request, with the principal amount of HKD39 million.
     
   
At 30 June 2011, the carrying amounts of liability and derivative components, representing the Conversion component, the Early Redemption Option and the Cash Settlement Option, of the 2007 Convertible Bonds were RMB 10,332 million (2010: RMB 10,326 million) and RMB 142 million (2010: RMB 340 million), respectively. No conversion of the 2007 Convertible Bonds has occurred up to 30 June 2011.
     
   
At 30 June 2011 and 31 December 2010, the fair value of the derivative component of the 2007 Convertible Bonds was calculated using the Black-Scholes Model. The following are the major inputs used in the Black-Scholes Model:

     
At 30 June
 
At 31 December
     
2011
 
2010
           
   
Stock price of underlying shares
HKD 7.83
 
HKD 7.44
   
Conversion price
HKD 10.76
 
HKD 10.76
   
Option adjusted spread
150 basis points
 
125 basis points
   
Average risk free rate
0.79%
 
1.46%
   
Average expected life
1.3 years
 
1.8 years


 
73

 


28
DEBENTURES PAYABLE (Continued)
   
 
 (Continued)
 
Any change in the major inputs into the Black-Scholes Model will result in changes in the fair value of the derivative component. The change in the fair value of the conversion option from 31 December 2010 to 30 June 2011 resulted in a gain from changes in fair value of RMB 190 million (2010: RMB 218 million), which has been recorded as “gain/(loss) from changes in fair value” in the income statement for the six-month period ended 30 June 2011.
   
 
The initial carrying amount of the liability component is the residual amount, which is the cash proceeds from issuance of debentures after deducting the allocated issuance cost of the 2007 Convertible Bonds relating to the liability component and the fair value of the derivative component as at 24 April 2007. Interest expense is calculated using the effective interest method by applying the effective interest rate of 4.19% to the adjusted liability component. If the aforesaid derivative component has not been separated out and the entire 2007 Convertible Bonds is considered as the liability component, the effective interest rate would have been 3.03%.
   
 
On 26 February 2008, the Company issued convertible bonds with stock warrants due 2014 with an aggregate principal amount of RMB 30 billion in the PRC (the “Bonds with Warrants”). The Bonds with Warrants, which bear a fixed interest rate of 0.80% per annum payable annually, were issued at par value of RMB 100. The Bonds with Warrants were guaranteed by Sinopec Group Company. Every ten Bonds with Warrants are entitled to warrants (“the warrants”) to subscribe 50.5 A shares of the Company. The warrants were exercisable during the five trading days between 25 February and 3 March 2010. During the year ended 31 December 2010, 188,292 units of warrants were exercised at an exercise price of RMB 19.15 per share (Note 30) , the share premium of RMB 2 million has been recorded as capital reserve, and the remaining warrants were expired.
   
 
The initial recognition of the liability component of the Bond with Warrants is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Interest expense is calculated using the effective interest method by applying the effective interest rate of 5.40% to the liability component. Upon the expiry of the warrants, the amount initially recognised as the equity component in capital reserve of RMB 6,879 million was transferred to share premium.
   
 
On 1 March 2011, the Company issued convertible bonds due 2017 with an aggregate principal amount of RMB 23 billion in the PRC (the “2011 Convertible Bonds”). The 2011 Convertible Bonds are issued at par value of RMB 100 and bear a fixed interest rate of 0.5% per annum payable annually for the first year, 0.7% for the second year, 1.0% for the third year, 1.3% for the fourth year, 1.8% for the fifth year and 2.0% for the sixth year. The holders can convert the 2011 Convertible Bonds into shares of the Company from 24 August 2011 onwards at an initial exercise price of RMB 9.73 per share, subject to adjustment for, amongst other things, cash dividends, subdivision or consolidation of shares, bonus issues, rights issues, capital distribution, change of control and other events which have a dilutive effect on the issued share capital of the Company. Unless previously redeemed, converted or purchased and cancelled, the 2011 Convertible Bonds will be redeemed within 5 trading days after maturity at 107% of the principal amount, including interest for the sixth year.
   
 
As at 30 June 2011, the exercise price of the 2011 Convertible Bonds was adjusted to RMB 9.60 per share as a result of the final dividend in respect of the year ended 31 December 2010 declared during the six-month period ended 30 June 2011.
   
 
The initial recognition of the liability component of the 2011 Convertible Bonds is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Interest expense is calculated using the effective interest method by applying the effective interest rate of 5.10% to the liability component. The excess of proceeds from the issuance of the 2011 Convertible Bonds, net of issuance costs, over the amount initially recognised as the liability component is recognised as the equity component in capital reserve. Should the equity component not be separated out and the entire 2011 Convertible Bonds are considered as the liability component, the effective interest rate would have been 2.07%. The initial carrying amounts of liability and equity components of the 2011 Convertible Bonds were RMB 19,279 million and RMB 3,610 million upon issuance, respectively.
   
29
PROVISIONS
   
 
Provisions primarily represent provision for future dismantlement costs of oil and gas properties. The Group has established certain standardised measures for the dismantlement of its retired oil and gas properties by making reference to the industry practices and is thereafter constructively obligated to take dismantlement measures of its retired oil and gas properties. Movement of provision of the Group’s obligations for the dismantlement of its retired oil and gas properties is as follows:

   
The Group
 
The Company
   
RMB millions
 
RMB millions
         
 
Balance at 1 January 2011
15,510
 
14,462
 
Provision for the period
446
 
396
 
Accretion expenses
329
 
306
 
Exchange adjustment
(6)
 
 
Balance at 30 June 2011
16,279
 
15,164

 
74

 


30
SHARE CAPITAL

   
The Group and the Company
         
   
At 30 June
 
At 31 December
   
2011
 
2010
   
RMB millions
 
RMB millions
 
Registered, issued and fully paid:
     
 
69,922,039,774 listed A shares of RMB 1.00 each
69,922
 
69,922
 
16,780,488,000 listed H shares of RMB 1.00 each
16,780
 
16,780
   
86,702
 
86,702

 
The Company was established on 25 February 2000 with a registered capital of 68.8 billion domestic state-owned domestic shares with a par value of RMB 1.00 each, which were all held by Sinopec Group Company (Note 1).
   
 
Pursuant to the resolutions passed at an Extraordinary General Meeting of the Company held on 25 July 2000 and the approval from relevant authorities, the Company issued 15,102,439,000 H shares with a par value of RMB 1.00 each in its initial global offering in October 2000. The shares include 12,521,864,000 H shares and 25,805,750 American Depositary Shares (“ADSs”, each representing 100 H shares) at prices of HKD1.59 and USD20.645 respectively. As part of the offering, 1,678,049,000 shares were offered in placing to Hong Kong and overseas investors.
   
 
In July 2001, the Company issued 2,800,000,000 domestic listed A shares with a par value of RMB 1.00 each at RMB 4.22.
   
 
On 25 September 2006, the shareholders of listed A shares accepted the proposal offered by the shareholders of state-owned A shares whereby the shareholders of state-owned A shares agreed to transfer 2.8 state-owned A shares to shareholders of listed A shares for every 10 listed A shares they held, in exchange for the approval for the listing of all state-owned A shares. 66,337,951,000 domestic stated-owned A shares have been granted trading right upon settlement of the above consideration. The 784,000,000 stated-owned A shares paid to the shareholders of the listed A shares were tradable on 10 October 2006.
   
 
On 3 March 2010, the Company issued 88,774 domestic listed A shares with a par value of RMB 1.00 each at RMB 19.15 as a result of exercise of 188,292 warrants entitled to the Bonds with Warrants (Note 28(iv)) with a net proceeds of RMB 1,700,022.
   
 
All A shares and H shares rank pari passu in all material aspects.
   
 
KPMG Huazhen had verified the above paid-in capital. The capital verification reports, KPMG-C (2000) CV No. 0007, KPMG-C (2001) CV No. 0002, KPMG-C (2001) CV No. 0006 and KPMG-A (2010) CR No. 0008 were issued on 22 February 2000, 27 February 2001, 23 July 2001 and 19 April 2010 respectively.

31
CAPITAL RESERVE
   
 
The movements in capital reserve are as follows:
 
   
The Group
 
The Company
   
RMB millions
 
RMB millions
         
 
Balance at 1 January 2011
29,414
 
37,922
 
Changes in fair value of cash flow hedge, net of deferred tax (Note 43)
139
 
 
Changes in fair value of available-for-sale financial assets, net of deferred tax (i)
1
 
 
Share of other comprehensive income of associates
(63)
 
(63)
 
Issuance of the 2011 Convertible Bonds (Note 28(v))
3,610
 
3,610
 
Acquisition of minority interests of subsidiaries (ii)
(16)
 
 
Government grants
118
 
108
 
Balance at 30 June 2011
33,203
 
41,577

 
The capital reserve represents mainly: (a) the difference between the total amount of the par value of shares issued and the amount of the net assets transferred from Sinopec Group Company in connection with the Reorganisation; (b) share premiums derived from issuances of H shares and A shares by the Company and excess of cash paid by investors over their proportionate shares in share capital, and the proportionate shares of unexercised portion of the Bond with Warrants at the expiration date; (c) the equity component of the 2011 Convertible Bonds; (d) difference between consideration paid for the combination of entities under common control over the carrying amount of the net assets acquired; and (e) adjustment for changes in fair value of available-for-sale financial assets.
   
 
Notes:
     
 
(i)
The available-for-sale financial assets held by the Group and the Company are carried at fair value with any change in fair value, net of deferred tax, recognised directly in capital reserve.
     
 
(ii)
During the current period, the Group acquired minority interests from subsidiaries. The difference between the considerations paid over total amounts of the net assets acquired was recognised in capital reserve.
   


 
75

 


32
SURPLUS RESERVES
   
 
Movements in surplus reserves are as follows:

   
The Group and the Company
   
Statutory surplus reserve
 
Discretionary surplus reserve
 
Total
   
RMB millions
 
RMB millions
 
RMB millions
             
 
Balance at 1 January 2011
54,711
 
87,000
 
141,711
 
Appropriation
3,413
 
 
3,413
 
Balance at 30 June 2011
58,124
 
87,000
 
145,124

 
The Articles of Association of the Company and the PRC Company Law have set out the following profit appropriation plans:
     
 
(a)
10% of the net profit is transferred to the statutory surplus reserve; and
     
 
(b)
After the transfer to the statutory surplus reserve, a transfer to discretionary surplus reserve can be made upon the passing of a resolution at the shareholders’ meeting.
     
33
OPERATING INCOME AND OPERATING COSTS

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Income from principal operations
1,216,941
 
924,336
 
742,257
 
558,269
 
Income from other operations
16,331
 
13,400
 
15,331
 
12,420
 
Total
1,233,272
 
937,736
 
757,588
 
570,689
 
Operating cost
1,029,875
 
762,661
 
601,876
 
437,872

 
The income from principal operations represents revenue from sales of crude oil, natural gas, petroleum and chemical products net of value added tax. Operating costs primarily represents the products cost related to the principal operations. The Group’s segmental information is set out in Note 51.
   
 
For the six-month period ended 30 June 2011, revenue from sales to top five customers amounted to RMB 101,700 million (2010: RMB 75,800 million) which accounted for 8% (2010: 8%) of total operating income of the Group.
   
34
SALES TAXES AND SURCHARGES

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Consumption tax
62,141
 
56,467
 
46,966
 
43,341
 
Special oil income levy
18,691
 
9,935
 
17,549
 
9,322
 
City construction tax
6,389
 
5,351
 
4,885
 
4,399
 
Education surcharge
4,582
 
2,910
 
3,527
 
2,422
 
Resources tax
1,167
 
496
 
1,144
 
474
 
Business tax
315
 
251
 
262
 
204
 
Total
93,285
 
75,410
 
74,333
 
60,162

 
The applicable tax rate of the sales taxes and surcharges are set out in Note 4.


 
76

 

35
FINANCIAL EXPENSES
 
   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Interest expenses incurred
4,614
 
4,434
 
3,864
 
3,554
 
Less:Capitalised interest expenses
356
 
729
 
312
 
724
 
Net interest expenses
4,258
 
3,705
 
3,552
 
2,830
 
Accretion expenses (Note 29)
329
 
278
 
306
 
257
 
Interest income
(541)
 
(162)
 
(195)
 
(91)
 
Foreign exchange loss
207
 
198
 
4
 
92
 
Foreign exchange gain
(767)
 
(303)
 
(186)
 
(137)
 
Total
3,486
 
3,716
 
3,481
 
2,951

36
EXPLORATION EXPENSES
   
 
Exploration expenses include geological and geophysical expenses and written off of dry hole costs.
   
37
IMPAIRMENT LOSSES

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Receivables
(118)
 
6
 
(118)
 
100
 
Inventories
2,667
 
316
 
2,184
 
249
 
Fixed assets
164
 
419
 
132
 
364
 
Others
(1)
 
 
(1)
 
 
Total
2,712
 
741
 
2,197
 
713

38
LOSS FROM CHANGES IN FAIR VALUE

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Changes in fair value of financial assets and liabilities held for trading during the period
115
 
322
 
55
 
3
 
Fair value loss on the derivative component of the 2007 Convertible Bonds (Note 28(iii))
190
 
218
 
190
 
218
 
Total
305
 
540
 
245
 
221

39
INVESTMENT INCOME

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Income from investment accounted for under cost method
47
 
49
 
7,184
 
45
 
Income from investment accounted for under equity method
2,804
 
1,940
 
1,809
 
1,213
 
Investment income from disposal of long-term equity investments
4
 
26
 
 
24
 
Investment income from disposal of available-for-sale financial assets
 
2
 
 
1
 
Investment loss from disposal of financial assets and liabilities held for trading
(70)
 
(64)
 
 
 
Gain from ineffective portion of cash flow hedge
 
25
     
 
Others
37
 
16
 
131
 
64
 
Total
2,822
 
1,994
 
9,124
 
1,347


 
77

 


40
NON-OPERATING INCOME

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Gain on disposal of non-current assets
645
 
386
 
627
 
358
 
Others
463
 
280
 
380
 
203
 
Total
1,108
 
666
 
1,007
 
561

41
NON-OPERATING EXPENSES

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Loss on disposal of non-current assets
104
 
25
 
37
 
14
 
Fines, penalties and compensation
153
 
13
 
152
 
12
 
Donations
20
 
32
 
19
 
28
 
Others
313
 
247
 
352
 
265
 
Total
590
 
317
 
560
 
319

42
INCOME TAX EXPENSE

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Provision for PRC income tax for the period
11,922
 
9,698
 
6,792
 
5,470
 
Deferred taxation
1,216
 
3,810
 
361
 
1,930
 
Adjustment for under-provision for income tax in respect of preceding year
405
 
544
 
326
 
482
 
Total
13,543
 
14,052
 
7,479
 
7,882

 
Reconciliation between actual income tax expense and accounting profit at applicable tax rates is as follows:

   
The Group
 
The Company
   
Six-month periods ended 30 June
 
Six-month periods ended 30 June
   
2011
 
2010
 
2011
 
2010
   
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                 
 
Profit before taxation
56,755
 
53,812
 
41,611
 
33,246
 
Expected income tax expense at a tax rate of 25%
14,189
 
13,454
 
10,403
 
8,312
 
Tax effect of non-deductible expenses
105
 
89
 
61
 
46
 
Tax effect of non-taxable income
(928)
 
(593)
 
(2,626)
 
(328)
 
Tax effect of preferential tax rate (Note)
(791)
 
(906)
 
(685)
 
(630)
 
Tax effect of utilisation of previously unrecognised tax losses and temporary differences
(327)
 
(285)
 
 
 
Tax effect of tax losses not recognised
94
 
91
 
 
 
Adjustment for under-provision for income tax in respect of preceding year
405
 
544
 
326
 
482
 
Actual income tax expense
13,543
 
14,052
 
7,479
 
7,882

 
Note: 
The provision for PRC current income tax is based on a statutory income tax rate of 25% of the assessable income of the Group as determined in accordance with the relevant income tax rules and regulations of the PRC, except for certain entities of the Group in the PRC that are taxed at preferential rates, and the foreign operation in the Republic of Angola (“Angola”) that is taxed at 50% of the assessable income as determined in accordance with the relevant income tax rules and regulations of Angola.


 
78

 


43
OTHER COMPREHENSIVE INCOME
     
 
(a)
Tax effects relating to each component of other comprehensive income
     
   
The Group

     
Six-month period ended
 
Six-month period ended
     
30 June 2011
 
30 June 2010
     
Before-tax amount
 
Tax expense
 
Net-of-tax amount
 
Before-tax amount
 
Tax benefit
 
Net-of-tax amount
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
   
Cash flow hedges
163
 
(24)
 
139
 
(24)
 
4
 
(20)
   
Available-for-sale financial assets
1
 
 
1
 
 
 
   
Share of other comprehensive income of associates
(63)
 
 
(63)
 
(481)
 
 
(481)
   
Foreign currency translation differences
(234)
 
 
(234)
 
(45)
 
 
(45)
   
Other comprehensive income
(133)
 
(24)
 
(157)
 
(550)
 
4
 
(546)

   
The Company

     
Six-month period ended
 
Six-month period ended
     
30 June 2011
 
30 June 2010
     
Before-tax amount
 
Tax benefit
 
Net-of-tax amount
 
Before-tax amount
 
Tax benefit
 
Net-of-tax amount
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
   
Share of other comprehensive income of associates
(63)
 
 
(63)
 
(481)
 
 
(481)
   
Other comprehensive income
(63)
 
 
(63)
 
(481)
 
 
(481)

 
(b)
Reclassification adjustments relating to components of other comprehensive income

     
The Group
 
The Company
     
Six-month periods ended 30 June
 
Six-month periods ended 30 June
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
   
Cash flow hedges:
             
   
Effective portion of changes in fair value of hedging instruments recognised during the period
(1,856)
 
454
 
 
   
Amounts transferred to initial carrying amount of hedged items
(115)
 
(133)
 
 
   
Reclassification adjustments for amounts transferred to the operating costs for the period
2,134
 
(345)
 
 
   
Net deferred tax (expense)/benefit recognised in other comprehensive income
(24)
 
4
 
 
   
Net movement during the period recognised in other comprehensive income
139
 
(20)
 
 
   
Available-for-sale financial assets:
             
   
Changes in fair value recognised during the period
1
 
2
 
 
1
   
Gain on disposal transferred to profit and loss (Note 39)
 
(2)
 
 
(1)
   
Net movement during the period recognised in other comprehensive income
1
 
 
 
   
Share of other comprehensive income in associates:
             
   
Net movement during the period recognised in other comprehensive income
(63)
 
(481)
 
(63)
 
(481)
   
Foreign currency translation differences:
             
   
Net movement during the period recognised in other comprehensive income
(234)
 
(45)
 
 

 
79

 


44
DIVIDENDS
     
 
(a)
Dividends of ordinary shares declared after the balance sheet date
   
Pursuant to the Company’s Articles of Association and a resolution passed at the Directors’ meeting on 26 August 2011, the directors authorised to declare the interim dividends for the year ending 31 December 2011 of RMB 0.10 (2010: RMB 0.08) per share totalling RMB 8,670 million (2010: RMB 6,936 million).
     
 
(b)
Dividends of ordinary shares declared during the period
   
Pursuant to the shareholders’ approval at the Annual General Meeting on 13 May 2011, a final dividend of RMB 0.13 per share totalling RMB 11,271 million in respect of the year ended 31 December 2010 was declared.
     
   
Pursuant to the shareholders’ approval at the Annual General Meeting on 18 May 2010, a final dividend of RMB 0.11 per share totalling RMB 9,537 million in respect of the year ended 31 December 2009 was declared.
     
45
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT
     
 
(a)
Reconciliation of net profit to cash flows from operating activities:

     
The Group
 
The Company
     
Six-month periods ended 30 June
 
Six-month periods ended 30 June
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
   
Net profit
43,212
 
39,760
 
34,132
 
25,364
   
Add: Impairment losses on assets
2,712
 
741
 
2,197
 
713
     
Depreciation of fixed assets
29,779
 
28,668
 
24,230
 
21,410
     
Amortisation of intangible assets
731
 
620
 
493
 
446
     
Dry hole costs
2,342
 
2,504
 
2,342
 
2,504
     
Net gain on disposal of fixed assets
(541)
 
(361)
 
(65)
 
(344)
     
Fair value gain
(305)
 
(540)
 
(245)
 
(221)
     
Financial expenses
3,486
 
3,716
 
3,481
 
2,951
     
Investment income
(2,822)
 
(1,994)
 
(9,124)
 
(1,347)
     
Decrease in deferred tax assets
806
 
1,099
 
506
 
427
     
Increase/(decrease) in deferred tax liabilities
249
 
2,711
 
(145)
 
1,503
     
Increase in inventories
(54,083)
 
(21,130)
 
(36,983)
 
(11,435)
     
Increase in operating receivables
(35,150)
 
(27,569)
 
(16,429)
 
(23,375)
     
Increase in operating payables
40,447
 
27,620
 
21,805
 
14,584
   
Net cash flow from operating activities
30,863
 
55,845
 
26,195
 
33,180

 
(b)
Net change in cash and cash equivalents:

     
The Group
 
The Company
     
Six-month periods ended 30 June
 
Six-month periods ended 30 June
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
   
Cash balance at the end of the period
189
 
173
 
161
 
120
   
Less: Cash balance at the beginning of the period
130
 
140
 
110
 
111
   
Add: Cash equivalents at the end of the period
8,527
 
15,071
 
3,795
 
11,438
   
Less: Cash equivalents at the beginning of the period
16,878
 
8,642
 
11,771
 
4,589
   
Net (decrease)/increase of cash and cash equivalents
(8,292)
 
6,462
 
(7,925)
 
6,858


 
80

 


45
SUPPLEMENTAL INFORMATION TO THE CASH FLOW STATEMENT (Continued)
     
 
(c)
The analysis of cash and cash equivalents held by the Group and the Company is as follows:

     
The Group
 
The Company
     
Six-month periods ended 30 June
 
Six-month periods ended 30 June
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
   
Cash at bank and on hand
             
   
Cash on hand
189
 
173
 
161
 
120
   
Demand deposits
8,527
 
15,071
 
3,795
 
11,438
   
Cash and cash equivalents at the end of the period
8,716
 
15,244
 
3,956
 
11,558

46
RELATED PARTIES AND RELATED PARTY TRANSACTIONS
     
 
(a)
Related parties having the ability to exercise control over the Group

   
The name of the company
:
China Petrochemical Corporation
   
Organisation code
:
10169286-X
   
Registered address
:
No. 22, Chaoyangmen North Street, Chaoyang District, Beijing
   
Principal activities
:
Exploration, production, storage and transportation (including pipeline transportation), sales and utilisation of crude oil and natural gas; refining; wholesale and retail of gasoline, kerosene and diesel; production, sales, storage and transportation of petrochemical and other chemical products; industrial investment and investment management; exploration, construction, installation and maintenance of petroleum and petrochemical constructions and equipments; manufacturing electrical equipment; research, development, application and consulting services of information technology and alternative energy products; import & export of goods and technology.
   
Relationship with the Group
:
Ultimate holding company
   
Types of legal entity
:
State-owned
   
Authorised representative
:
Fu Chengyu
   
Registered capital
:
RMB 182,029 million

   
Sinopec Group Company is an enterprise controlled by the PRC government. For the six-month period ended 30 June 2011, Sinopec Group Company held 75.84% shares of the Company and there is no change on percentage shareholding during this reporting period.

 
(b)
Related parties not having the ability to exercise control over the Group
     
   
Related parties under common control of a parent company with the Company:
   
Sinopec Finance Company Limited
   
Sinopec Shengli Petroleum Administration Bureau
   
Sinopec Zhongyuan Petroleum Exploration Bureau
   
Sinopec Assets Management Corporation
   
Sinopec Engineering Incorporation
   
Sinopec Century Bright Capital Investment Limited
   
Sinopec Petroleum Storage and Reserve Limited
   
Sinopec International Petroleum Exploration and Production Limited
     
   
Associates of the Group:
   
Sinopec Railway Oil Marketing Company Limited
   
China Aviation Oil Supply Company Limited
   
Sinopec Changjiang Fuel Company Limited
   
BPZR (Ningbo) LPG Company Limited
   
China Shipping & Sinopec Suppliers Company Limited
     
   
Jointly controlled entities of the Group:
   
Shanghai Secco Petrochemical Company Limited
   
BASF-YPC Company Limited
   
Fujian Refining and Petrochemical Company Limited
   
SINOPEC SABIC Tianjin Petrochemical Company Limited

 
81

 


46
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
     
 
(c)
The principal related party transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities, which were carried out in the ordinary course of business, are as follows:
 
         
The Group
 
The Company
         
Six-month periods ended 30 June
 
Six-month periods ended 30 June
         
2011
 
2010
 
2011
 
2010
     
Note
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                       
   
Sales of goods
(i)
 
138,800
 
105,830
 
72,135
 
52,802
   
Purchases
(ii)
 
67,839
 
46,517
 
26,839
 
29,553
   
Transportation and storage
(iii)
 
640
 
582
 
530
 
490
   
Exploration and development services
(iv)
 
13,164
 
11,198
 
12,660
 
10,861
   
Production related services
(v)
 
4,743
 
5,841
 
3,776
 
4,792
   
Ancillary and social services
(vi)
 
1,927
 
1,903
 
1,888
 
1,851
   
Operating lease charges
(vii)
 
3,702
 
3,680
 
3,546
 
3,516
   
Agency commission income
(viii)
 
8
 
44
 
 
32
   
Interest received
(ix)
 
52
 
49
 
60
 
73
   
Interest paid
(x)
 
297
 
547
 
111
 
236
   
Net deposits (withdrawn from) / placed with related parties
(ix)
 
(7,015)
 
(1,252)
 
(6,382)
 
642
   
Net loans (repaid to) / obtained from related parties
(xi)
 
(414)
 
(8,772)
 
(4,045)
 
816

   
The amounts set out in the table above in respect of the six-month periods ended 30 June 2011 and 2010 represent the relevant costs to the Group and the Company and income from related parties as determined by the corresponding contracts with the related parties.
       
   
At 30 June 2011 and 31 December 2010, there were no guarantees given to banks by the Group and the Company in respect of banking facilities to Sinopec Group Company and fellow subsidiaries. Guarantees given to banks by the Group and the Company in respect of banking facilities to subsidiaries, associates and jointly controlled entities are disclosed in Note 50(b).
       
   
The directors of the Company are of the opinion that the above transactions with related parties were conducted in the ordinary course of business and on normal commercial terms or in accordance with the agreements governing such transactions. This opinion has been confirmed by independent non-executive directors.
       
   
Notes:
       
   
(i)
Sales of goods represent the sale of crude oil, intermediate petrochemical products, petroleum products and ancillary materials.
       
   
(ii)
Purchases represent the purchase of material and utility supplies directly related to the Group’s operations such as the procurement of raw and ancillary materials and related services, supply of water, electricity and gas.
       
   
(iii)
Transportation and storage represent the cost for the use of railway, road and marine transportation services, pipelines, loading, unloading and storage facilities.
       
   
(iv)
Exploration and development services comprise direct costs incurred in the exploration and development of crude oil such as geophysical, drilling, well testing and well measurement services.
       
   
(v)
Production related services represent ancillary services rendered in relation to the Group’s operations such as equipment repair and general maintenance, insurance premium, technical research, communications, fire fighting, security, product quality testing and analysis, information technology, design and engineering, construction which includes the construction of oilfield ground facilities, refineries and chemical plants, manufacture of replacement parts and machinery, installation, project management and environmental protection.
       
   
(vi)
Ancillary and social services represent expenditures for social welfare and support services such as educational facilities, media communication services, sanitation, accommodation, canteens, property maintenance and management services.
       
   
(vii)
Operating lease charges represent the rental paid to Sinopec Group Company for operating leases in respect of land, buildings and equipment.
       
   
(viii).
Agency commission income represents commission earned for acting as an agent in respect of sales of products and purchase of materials for certain entities owned by Sinopec Group Company
       
   
(ix)
Interest received represents interest received from deposits placed with Sinopec Finance Company Limited and Sinopec Century Bright Capital Investment Limited, finance companies controlled by Sinopec Group Company. The applicable interest rate is determined in accordance with the prevailing saving deposit rate. The balance of deposits at 30 June 2011 was RMB 1,588 million (2010: RMB 8,603 million).
       
   
(x)
Interest paid represents interest charges on the loans and advances obtained from Sinopec Group Company and Sinopec Finance Company Limited.
       
   
(xi)
The Group obtained or repaid loans from or to Sinopec Group Company and fellow subsidiaries. The calculated periodic balance of average loan for the six-month period ended 30 June 2011, which is based on monthly average balances, was RMB 55,277 million (2010: RMB 64,985 million).


 
82

 

46
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
   
 
(c)
The principal related party transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities, which were carried out in the ordinary course of business, are as follows: (Continued)
     
   
In connection with the Reorganisation, the Company and Sinopec Group Company entered into a number of agreements under which 1) Sinopec Group Company will provide goods and products and a range of ancillary, social and supporting services to the Group and 2) the Group will sell certain goods to Sinopec Group Company. These agreements impacted the operating results of the Group for the six-month period ended 30 June 2011. The terms of these agreements are summarised as follows:
     
   
(a)
The Company has entered into a non-exclusive Agreement for Mutual Provision of Products and Ancillary Services (“Mutual Provision Agreement”) with Sinopec Group Company effective from 1 January 2000 in which Sinopec Group Company has agreed to provide the Group with certain ancillary production services, construction services, information advisory services, supply services and other services and products. While each of Sinopec Group Company and the Company is permitted to terminate the Mutual Provision Agreement upon at least six months’ notice, Sinopec Group Company has agreed not to terminate the agreement if the Group is unable to obtain comparable services from a third party. The pricing policy for these services and products provided by Sinopec Group Company to the Group is as follows:
         
     
the government-prescribed price;
         
     
where there is no government-prescribed price, the government guidance price;
         
     
where there is neither a government-prescribed price nor a government guidance price, the market price; or
         
     
where none of the above is applicable, the price to be agreed between the parties, which shall be based on a reasonable cost incurred in providing such services plus a profit margin not exceeding 6%.
       
   
(b)
The Company has entered into a non-exclusive Agreement for Provision of Cultural and Educational, Health Care and Community Services with Sinopec Group Company effective from 1 January 2000 in which Sinopec Group Company has agreed to provide the Group with certain cultural, educational, health care and community services on the same pricing terms and termination conditions as agreed to in the above Mutual Provision Agreement.
       
   
(c)
The Company has entered into a number of lease agreements with Sinopec Group Company to lease certain land and buildings. The Company and Sinopec Group Company can renegotiate the rental amount every three years for land and the rental amount is approximately RMB 6,727 million (2010: RMB 6,727 million) per annum. The Company and Sinopec Group Company can renegotiate the rental amount for buildings every year. However such amount cannot exceed the market price as determined by an independent third party. The Group has the option to terminate these leases upon six months’ notice to Sinopec Group Company.
       
   
(d)
The Company has entered into agreements with Sinopec Group Company effective from 1 January 2000 under which the Group has been granted the right to use certain trademarks, patents, technology and computer software developed by Sinopec Group Company.
       
   
(e)
The Company has entered into a service station franchise agreement with Sinopec Group Company effective from 1 January 2000 under which its service station and retail stores would exclusively sell the refined products supplied by the Group.
       
   
Pursuant to the resolution passed at the Directors’ meeting on 26 March 2010, the Group acquired 55% equity interests of SSI from SOOGL, a subsidiary of Sinopec Group Company, and the shareholder’s loans of USD 292 million provided by SOOGL to SSI, at a total cash consideration of USD 2,259 million (Note 1).
     
 
(d)
Balances with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
   
The balances with the Group’s related parties at 30 June 2011 and 31 December 2010 are as follows:

       
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
       
2011
 
2010
 
2011
 
2010
       
RMB
 
RMB
 
RMB
 
RMB
       
millions
 
millions
 
millions
 
millions
                     
   
Cash and cash equivalents
 
 
 
1,588
 
8,603
   
Accounts receivable
 
 
 
13,499
 
10,734
   
Prepayments and other receivables
 
 
 
3,701
 
3,390
   
Accounts payable
 
 
 
13,581
 
12,304
   
Advances from customers
 
 
 
823
 
1,064
   
Other payables
 
101
 
29
 
7,729
 
8,216
   
Short-term loans
 
 
 
17,738
 
17,918
   
Long-term loans (including current portion) (Note)
 
 
 
38,267
 
38,501

   
Note:
The Sinopec Group Company had lent an interest-free loan for 20 years amounted to RMB 35,561 million to the Group through Sinopec Finance Company Limited which was included in the long-term loans.

   
As at and for the six-month period ended 30 June 2011, and as at and for the year ended 31 December 2010, no individually significant impairment losses for bad and doubtful debts were recorded in respect of amounts due from Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities.


 
83

 


46
RELATED PARTIES AND RELATED PARTY TRANSACTIONS (Continued)
     
 
(e)
Key management personnel emoluments
   
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including directors and supervisors of the Group. The key management personnel compensations are as follows:
 
       
Six-month periods
       
ended 30 June
       
2011
 
2010
       
RMB
 
RMB
       
thousands
 
thousands
             
   
Short-term employee benefits
 
4,638
 
4,374
   
Retirement scheme contributions
 
142
 
169
       
4,780
 
4,543

47
PRINCIPAL ACCOUNTING ESTIMATES AND JUDGEMENTS
   
 
The Group’s financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of the financial statements. The Group bases the assumptions and estimates on historical experience and on various other assumptions that it believes to be reasonable and which form the basis for making judgements about matters that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates as facts, circumstances and conditions change.
   
 
The selection of critical accounting policies, the judgements and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in Note 3. The Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the financial statements.
   
 
(a)
Oil and gas properties and reserves
   
The accounting for the exploration and production segment’s oil and gas activities is subject to accounting rules that are unique to the oil and gas industry. There are two methods to account for oil and gas business activities, the successful efforts method and the full cost method. The Group has elected to use the successful efforts method. The successful efforts method reflects the volatility that is inherent in exploring for mineral resources in that costs of unsuccessful exploratory efforts are charged to expense as they are incurred. These costs primarily include dry hole costs, seismic costs and other exploratory costs. Under the full cost method, these costs are capitalised and written-off or depreciated over time.
     
   
Engineering estimates of the Group’s oil and gas reserves are inherently imprecise and represent only approximate amounts because of the subjective judgements involved in developing such information. There are authoritative guidelines regarding the engineering criteria that have to be met before estimated oil and gas reserves can be designated as “proved”. Proved and proved developed reserves estimates are updated at least annually and take into account recent production and technical information about each field. In addition, as prices and cost levels change from year to year, the estimate of proved and proved developed reserves also changes. This change is considered a change in estimate for accounting purposes and is reflected on a prospective basis in related depreciation rates.
     
   
Future dismantlement costs for oil and gas properties are estimated with reference to engineering estimates after taking into consideration the anticipated method of dismantlement required in accordance with industry practices in the similar geographic area, including estimation of economic life of oil and gas properties, technology and price level. The present values of these estimated future dismantlement costs are capitalised as oil and gas properties with equivalent amounts recognised as provisions for dismantlement costs.
     
   
Despite the inherent imprecision in these engineering estimates, these estimates are used in determining depreciation expense, impairment expense and future dismantlement costs. Depreciation rates are determined based on estimated proved developed reserve quantities (the denominator) and capitalised costs of producing properties (the numerator). Producing properties’ capitalised costs are amortised based on the unit-of-production method.


 
84

 


47
PRINCIPAL ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)

 
(b)
Impairment for assets
   
If circumstances indicate that the net book value of a long-lived asset may not be recoverable, the asset may be considered “impaired”, and an impairment loss may be recognised in accordance with “ASBE 8 Impairment of Assets”. The carrying amounts of long-lived assets are reviewed periodically in order to assess whether the recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to recoverable amount. For goodwill, the recoverable amount is estimated annually. The recoverable amount is the greater of the net selling price and the value in use. It is difficult to precisely estimate selling price because quoted market prices for the Group’s assets or cash-generating units are not readily available. In determining the value in use, expected cash flows generated by the asset or the cash-generating unit are discounted to their present value, which requires significant judgement relating to level of sale volume, selling price and amount of operating costs. The Group uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on reasonable and supportable assumptions and projections of sale volume, selling price and amount of operating costs.
     
 
(c)
Depreciation
   
Fixed assets are depreciated on a straight-line basis over the estimated useful lives of the assets, after taking into account the estimated residual value. Management reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and taking into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.
     
 
(d)
Allowances for doubtful accounts
   
Management estimates impairment losses for bad and doubtful debts resulting from the inability of the Group’s customers to make the required payments. Management bases the estimates on the ageing of the accounts receivable balance, customer credit-worthiness, and historical write-off experience. If the financial condition of the customers were to deteriorate, actual write-offs would be higher than estimated.
     
 
(e)
Allowance for diminution in value of inventories
   
If the costs of inventories fall below their net realisable values, an allowance for diminution in value of inventories is recognised. Net realisable value represents the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Management bases the estimates on all available information, including the current market prices of the finished goods and raw materials, and historical operating costs. If the actual selling prices were to be lower or the costs of completion were to be higher than estimated, the actual allowance for diminution in value of inventories could be higher than estimated.

 
85

 

48
PRINCIPAL SUBSIDIARIES
   
 
The Company’s principal subsidiaries are limited companies operating in the PRC and have been consolidated into the Group’s financial statements for the six-month period ended 30 June 2011. The following list contains only the particulars of subsidiaries which principally affected the results, assets and liabilities of the Group:

       
Registered
 
Actual
 
Percentage
 
Minority
       
capital/
 
investment
 
of equity
 
interests at
       
paid-up
 
at 30 June
 
interest/voting
 
30 June
   Name of enterprise  
Principal activities
 
capital
 
2011
 
right held by
 
2011
       
RMB
 
RMB
 
the Group
 
RMB
       
millions
 
millions
 
%
 
millions
                     
 
(a)
Subsidiaries acquired through group restructuring:
   
China Petrochemical International Company Limited
 
Trading of petrochemical products and equipments
 
1,400
 
1,788
 
100.00
 
   
Sinopec Sales Company Limited
 
Marketing and distribution of refined petroleum products
 
1,700
 
1,700
 
100.00
 
   
Sinopec Yangzi Petrochemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
 
16,337
 
12,744
 
100.00
 
   
Fujian Petrochemical Company Limited (i)
 
Manufacturing of plastics, intermediate petrochemical products and petroleum products
 
4,769
 
2,285
 
50.00
 
2,493
   
Sinopec Shanghai Petrochemical Company Limited
 
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and petroleum products
 
7,200
 
7,258
 
55.56
 
8,518
   
Sinopec Kantons Holdings Limited
 
Trading of crude oil and petroleum products
 
HKD 104
 
HKD 243
 
72.34
 
1,126
   
Sinopec Yizheng Chemical Fibre Company Limited (i)
 
Production and sale of polyester chips and polyester fibres
 
4,000
 
3,509
 
42.00
 
5,091
   
China International United Petroleum and Chemical Company Limited
  Trading of crude oil and petrochemical products     3,040     4,585  
100.00
   
   
Sinopec (Hong Kong) Limited
 
Trading of crude oil and petrochemical products
 
HKD 5,477
 
5,370
 
100.00
 
 
(b)
Subsidiaries established by the Group:
   
Sinopec Shell (Jiangsu) Petroleum Marketing Company Limited
 
Marketing and distribution of refined petroleum products
 
830
 
498
 
60.00
 
452
   
BP Sinopec (Zhejiang) Petroleum Company Limited
 
Marketing and distribution of refined petroleum products
 
800
 
480
 
60.00
 
386
   
Sinopec Qingdao Refining and Chemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
 
5,000
 
4,250
 
85.00
 
618
   
Sinopec Senmei (Fujian) Petroleum Limited
 
Marketing and distribution of refined petroleum products
 
1,840
 
1,012
 
55.00
 
1,372
   
Sinopec International Petroleum Exploration and Production Limited
 
Investment in exploration, production and sales of petroleum and natural gas
 
8,000
 
8,000
 
100.00
 
   
Sinopec Fuel Oil Sales Company Limited
 
Marketing and distribution of refined petroleum products
 
2,200
 
2,561
 
100.00
 
 
(c)
Subsidiaries acquired through business combination under common control:
   
Sinopec Zhongyuan Petrochemical Company Limited
 
Manufacturing of petrochemical products
 
2,400
 
2,244
 
93.51
 
77
   
Sinopec Hainan Refining and Chemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
 
3,986
 
2,990
 
75.00
 
1,161
   
Sinopec Qingdao Petrochemical Company Limited
 
Manufacturing of intermediate petrochemical products and petroleum products
 
1,595
 
3,841
 
100.00
 

 
Except for Sinopec Kantons Holdings Limited and Sinopec (Hong Kong) Limited, which are incorporated in Bermuda and Hong Kong, respectively, all of the above principal subsidiaries are incorporated in the PRC.
   
 
Notes:
     
 
(i)
The Company consolidated the financial statements of the entity because the Company controlled the board of this entity and had the power to govern its financial and operating policies.


 
86

 


49
COMMITMENTS

 
Operating lease commitments
 
The Group and the Company lease land and buildings, service stations and other equipment through non-cancellable operating leases. These operating leases do not contain provisions for contingent lease rentals. None of the rental agreements contain escalation provisions that may require higher future rental payments.
   
 
At 30 June 2011 and 31 December 2010, the future minimum lease payments of the Group and the Company under operating leases are as follows:

     
The Group
 
The Company
     
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
 
Within one year
 
10,400
 
10,555
 
10,034
 
10,083
 
Between one and two years
 
10,027
 
9,877
 
9,787
 
9,641
 
Between two and three years
 
9,902
 
9,721
 
9,714
 
9,459
 
Between three and four years
 
9,745
 
9,634
 
9,564
 
9,390
 
Between four and five years
 
9,683
 
9,522
 
9,503
 
9,297
 
After five years
 
219,744
 
224,292
 
214,234
 
218,335
 
Total
 
269,501
 
273,601
 
262,836
 
266,205

 
Capital commitments
 
At 30 June 2011 and 31 December 2010, the capital commitments are as follows:

     
The Group
 
The Company
     
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                   
                   
 
Authorised and contracted for
 
138,854
 
138,980
 
125,241
 
125,367
 
Authorised but not contracted for
 
69,151
 
37,450
 
53,264
 
35,534
 
Total
 
208,005
 
176,430
 
178,505
 
160,901

 
These capital commitments relate to oil and gas exploration and development, refining and petrochemical production capacity expansion projects and the construction of service stations and oil depots.
   
 
Exploration and production licenses
 
Exploration licenses for exploration activities are registered with the Ministry of Land and Resources. The maximum term of the Group’s exploration licenses is 7 years, and may be renewed twice within 30 days prior to expiration of the original term with each renewal being for a two-year term. The Group is obligated to make progressive annual minimum exploration investment relating to the exploration blocks in respect of which the license is issued. The Ministry of Land and Resources also issues production licenses to the Group on the basis of the reserve reports approved by relevant authorities. The maximum term of a full production license is 30 years unless a special dispensation is given by the State Council. The maximum term of the production licenses issued to the Group is 80 years as a special dispensation was given to the Group by the State Council. The Group’s production license is renewable upon application by the Group 30 days prior to expiration.
   
 
The Group is required to make payments of exploration license fees and production right usage fees to the Ministry of Land and Resources annually which are expensed as incurred.
   
 
Estimated future annual payments are as follows:

     
The Group
 
The Company
     
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
     
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
Within one year
 
233
 
119
 
233
 
119
 
Between one and two years
 
150
 
181
 
150
 
181
 
Between two and three years
 
27
 
22
 
27
 
22
 
Between three and four years
 
23
 
23
 
23
 
23
 
Between four and five years
 
23
 
23
 
23
 
23
 
After five years
 
682
 
645
 
682
 
645
 
Total
 
1,138
 
1,013
 
1,138
 
1,013

 
The implementation of commitments in previous year and the Group’s commitments did not have material discrepancy.

 
87

 


50
CONTINGENT LIABILITIES
     
 
(a)
The Company has been advised by its PRC lawyers that, except for liabilities constituting or arising out of or relating to the business assumed by the Company in the Reorganisation, no other liabilities were assumed by the Company, and the Company is not jointly and severally liable for other debts and obligations incurred by Sinopec Group Company prior to the Reorganisation.
     
 
(b)
At 30 June 2011 and 31 December 2010, guarantees given by the Group and the Company to banks in respect of banking facilities granted to the parties below are as follows:

        The Group   The Company
         At 30 June   At 31 December   At 30 June   At 31 December
         2011    2010    2011   2010
         RMB millions    RMB millions    RMB millions    RMB millions
                     
    Jointly controlled entities  
7,471
 
7,548
 
4,885
 
4,894
    Associates  
127
 
152
 
21
 
43
    Total  
7,598
 
7,700
 
4,906
 
4,937

   
At 30 June 2011, the Company and a subsidiary have guaranteed to a jointly controlled entity in relation to the bank loans drawn down by the jointly controlled entity. The guarantees mature on 31 December 2015.
     
   
The Group monitors the conditions that are subject to the guarantees to identify whether it is probable that a loss has occurred, and recognises any such losses under guarantees when those losses are estimable. At 30 June 2011 and 31 December 2010, it is not probable that the Group will be required to make payments under the guarantees. Thus no liability has been accrued for a loss related to the Group’s obligation under these guarantee arrangement.

 
Environmental contingencies
 
Under existing legislation, management believes that there are no probable liabilities that will have a material adverse effect on the financial position or operating results of the Group. The PRC government, however, has moved, and may move further towards more rigorous enforcement of applicable laws, and towards the adoption of more stringent environmental standards. Environmental liabilities are subject to considerable uncertainties which affect the Group’s ability to estimate the ultimate cost of remediation efforts. These uncertainties include i) the exact nature and extent of the contamination at various sites including, but not limited to refineries, oil fields, service stations, terminals and land development areas, whether operating, closed or sold, ii) the extent of required cleanup efforts, iii) varying costs of alternative remediation strategies, iv) changes in environmental remediation requirements, and v) the identification of new remediation sites. The amount of such future cost is indeterminable due to such factors as the unknown magnitude of possible contamination and the unknown timing and extent of the corrective actions that may be required. Accordingly, the outcome of environmental liabilities under proposed or future environmental legislation cannot reasonably be estimated at present, and could be material. The Group paid normal routine pollutant discharge fees of approximately RMB 2,851 million for the six-month period ended 30 June 2011 (2010: RMB 1,682 million).
   
 
Legal contingencies
 
The Group is a defendant in certain lawsuits as well as the named party in other proceedings arising in the ordinary course of business. While the outcomes of such contingencies, lawsuits or other proceedings cannot be determined at present, management believes that any resulting liabilities will not have a material adverse effect on the financial position or operating results of the Group.
   
51
SEGMENT REPORTING
   
 
Segment information is presented in respect of the Group’s operating segments. The format is based on the Group’s management and internal reporting structure. In view of the fact that the Company and its subsidiaries operate mainly in the PRC, no geographical segment information is presented.
   
 
In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker for the purposes of resource allocation and performance assessment, the Group has identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.
     
 
(i)
Exploration and production — which explores and develops oil fields, produces crude oil and natural gas and sells such products to the refining segment of the Group and external customers.
     
 
(ii)
Refining — which processes and purifies crude oil, which is sourced from the exploration and production segment of the Group and external suppliers, and manufactures and sells petroleum products to the chemicals and marketing and distribution segments of the Group and external customers.
     
 
(iii)
Marketing and distribution — which owns and operates oil depots and service stations in the PRC, and distributes and sells refined petroleum products (mainly gasoline and diesel) in the PRC through wholesale and retail sales networks.
     
 
(iv)
Chemicals — which manufactures and sells petrochemical products, derivative petrochemical products and other chemical products to external customers.
     
 
(v)
Others — which largely comprise the trading activities of the import and export companies of the Group and research and development undertaken by other subsidiaries.
     
 
The segments were determined primarily because the Group manages its exploration and production, refining, marketing and distribution, chemicals, and others businesses separately. The reportable segments are each managed separately because they manufacture and/or distribute distinct products with different production processes and due to their distinct operating and gross margin characteristics.


 
88

 


51
SEGMENT REPORTING (Continued)
   
 
The Group’s chief operating decision maker evaluates the performance and allocates resources to its operating segments on an operating income basis, without considering the effects of finance costs or investment income. The accounting policies of the Group’s segments are the same as those described in the principal accounting policies (Note 3). Corporate administrative costs and assets are not allocated to the operating segments; instead, operating segments are billed for direct corporate services. Inter-segment transfer pricing is based on cost plus an appropriate margin, as specified by the Group’s policy.
   
 
Assets and liabilities dedicated to a particular segment’s operations are included in that segment’s total assets and liabilities. Segment assets include all tangible and intangible assets, except for cash at bank and on hand, long-term equity investments, deferred tax assets and other non-current assets. Segment liabilities exclude short-term loans, short-term debentures payable, non-current liabilities due within one year, long-term loans, debentures payable, deferred tax liabilities and other non-current liabilities.
   
 
Reportable information on the Group’s operating segments is as follows:

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
 
Income from principal operations
 
Exploration and production
   
External sales
 
21,667
 
15,030
   
Inter-segment sales
 
84,281
 
69,500
       
105,948
 
84,530
 
Refining
   
External sales
 
96,314
 
77,530
   
Inter-segment sales
 
496,319
 
383,925
       
592,633
 
461,455
   
Marketing and distribution
       
   
External sales
 
649,997
 
489,432
   
Inter-segment sales
 
2,058
 
1,483
       
652,055
 
490,915
 
Chemicals
   
External sales
 
182,994
 
134,083
   
Inter-segment sales
 
23,315
 
16,375
       
206,309
 
150,458
 
Others
   
External sales
 
265,969
 
208,261
   
Inter-segment sales
 
306,501
 
210,767
       
572,470
 
419,028
 
Elimination of inter-segment sales
 
(912,474)
 
(682,050)
 
Income from principal operations
 
1,216,941
 
924,336
 
Income from other operations
       
   
Exploration and production
 
6,685
 
5,995
   
Refining
 
3,043
 
2,408
   
Marketing and distribution
 
2,947
 
1,871
   
Chemicals
 
3,129
 
2,599
   
Others
 
527
 
527
 
Income from other operations
 
16,331
 
13,400
 
Consolidated operating income
 
1,233,272
 
937,736
 
Operating profit/(loss)
       
 
By segment
       
   
Exploration and production
 
34,740
 
27,580
   
Refining
 
(13,155)
 
5,710
   
Marketing and distribution
 
19,716
 
14,162
   
Chemicals
 
15,508
 
8,007
   
Others
 
(870)
 
(747)
   
Elimination of inter-segment profit
 
657
 
(67)
 
Total segment operating profit
 
56,596
 
54,645
 
Investment income
       
   
Exploration and production
 
128
 
82
   
Refining
 
(191)
 
(70)
   
Marketing and distribution
 
640
 
333
   
Chemicals
 
1,885
 
1,330
   
Others
 
360
 
319
 
Total segment investment income
 
2,822
 
1,994
 
Financial expenses
 
(3,486)
 
(3,716)
 
Loss from changes in fair value
 
305
 
540
 
Operating profit
 
56,237
 
53,463
 
Add: Non-operating income
 
1,108
 
666
 
Less: Non-operating expenses
 
590
 
317
 
Profit before taxation
 
56,755
 
53,812
 
 
89

 
 
 
51
SEGMENT REPORTING (Continued)

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
   
 
Assets
 
Segment assets
   
Exploration and production
 
300,350
 
298,710
   
Refining
 
257,526
 
229,266
   
Marketing and distribution
 
211,161
 
188,588
   
Chemicals
 
133,353
 
126,099
   
Others
 
93,824
 
60,695
 
Total segment assets
 
996,214
 
903,358
 
Cash at bank and on hand
 
14,186
 
18,140
 
Long-term equity investments
 
45,706
 
45,037
 
Deferred tax assets
 
14,748
 
15,578
 
Other unallocated assets
 
1,058
 
3,276
 
Total assets
 
1,071,912
 
985,389
 
Liabilities
       
 
Segment liabilities
       
   
Exploration and production
 
61,715
 
58,364
   
Refining
 
49,412
 
49,713
   
Marketing and distribution
 
65,630
 
75,200
   
Chemicals
 
26,895
 
33,579
   
Others
 
118,768
 
75,635
 
Total segment liabilities
 
322,420
 
292,491
 
Short-term loans
 
35,426
 
29,298
 
Short-term debentures payable
 
5,000
 
1,000
 
Non-current liabilities due within one year
 
33,994
 
5,530
 
Long-term loans
 
58,351
 
58,895
 
Debentures payable
 
105,096
 
115,180
 
Deferred tax liabilities
 
15,266
 
15,017
 
Other non-current liabilities
 
2,619
 
2,415
 
Other unallocated liabilities
 
5,125
 
12,881
 
Total liabilities
 
583,297
 
532,707

 
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one year.
 
     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
   
 
Capital expenditure for the period
       
   
Exploration and production
 
17,406
 
16,734
   
Refining
 
3,656
 
4,875
   
Marketing and distribution
 
9,523
 
7,659
   
Chemicals
 
2,120
 
6,543
   
Others
 
862
 
371
       
33,567
 
36,182
 
Depreciation, depletion and amortisation for the period
       
   
Exploration and production
 
16,399
 
15,847
   
Refining
 
5,733
 
5,604
   
Marketing and distribution
 
3,498
 
3,106
   
Chemicals
 
4,286
 
4,259
   
Others
 
594
 
472
       
30,510
 
29,288
 
Impairment losses on long-lived assets for the period
       
   
Exploration and production
 
 
131
   
Refining
 
43
 
115
   
Marketing and distribution
 
32
 
35
   
Chemicals
 
89
 
138
       
164
 
419


 
90

 


52
FINANCIAL INSTRUMENTS
   
 
Overview
 
Financial assets of the Group include cash at bank, equity investments, accounts receivable, bills receivable, prepayments, financial assets held for trading, derivative financial instruments and other receivables. Financial liabilities of the Group include short-term and long-term loans, accounts payable, bills payable, advances from customers, debentures payable, derivative financial instruments and other payables.
   
 
The Group has exposure to the following risks from its use of financial instruments:
     
 
credit risk;
     
 
liquidity risk;
     
 
market risk; and
     
 
equity price risk.
     
 
The Board of Directors has overall responsibility for the establishment, oversight of the Group’s risk management framework, and developing and monitoring the Group’s risk management policies.
   
 
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Internal audit department undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Group’s audit committee.
   
 
Credit risk
 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s deposits placed with financial institutions and receivables from customers. To limit exposure to credit risk relating to deposits, the Group primarily places cash deposits only with large financial institution in the PRC with acceptable credit ratings. The majority of the Group’s accounts receivable relates to sales of petroleum and chemical products to related parties and third parties operating in the petroleum and chemical industries. The Group performs ongoing credit evaluations of its customers’ financial condition and generally does not require collateral on accounts receivable. The Group maintains an impairment loss for doubtful accounts and actual losses have been within management’s expectations. No single customer accounted for greater than 10% of total accounts receivable.
   
 
The carrying amounts of cash at bank, time deposits with financial institutions, trade accounts and bills receivables, derivative financial instruments and other receivables, represent the Group’s maximum exposure to credit risk in relation to financial assets.
   
 
Liquidity risk
 
Liquidity risk is the risk that the Group encounters short fall of capital when meeting its obligation of financial liabilities. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed capital conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group prepares monthly cash flow budget to ensure that they will always have sufficient liquidity to meet its financial obligation as they fall due. The Group arranges and negotiates financing with financial institutions and maintains a certain level of standby credit facilities to reduce the liquidity risk.
   
 
At 30 June 2011, the Group has standby credit facilities with several PRC financial institutions which provide the Group to borrow up to RMB 170,500 million (2010: RMB 167,500 million) on an unsecured basis, at a weighted average interest rate of 2.98% (2010: 2.61%). At 30 June 2011, the Group’s outstanding borrowings under these facilities were RMB 16,772 million (2010: RMB 6,622 million) and were included in short-term bank loans.

 
91

 


52
FINANCIAL INSTRUMENTS (Continued)
   
 
Liquidity risk (Continued)
 
The following table sets out the remaining contractual maturities at the balance sheet date of the Group’s and the Company’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on prevailing rates current at the balance sheet date) and the earliest date the Group and the Company would be required to repay:
   
 
The Group

     
At 30 June 2011
         
Total
     
More than
 
More than
   
         
contractual
 
Within 1
 
1 year but
 
2 years but
   
     
Carrying
 
undiscounted
 
year or on
 
less than 2
 
less than
 
More than
     
amount
 
cash flow
 
demand
 
years
 
5 years
 
5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Short-term loans
 
35,426
 
35,488
 
35,488
 
 
 
 
Non-current liabilities due within one year
 
33,994
 
34,704
 
34,704
 
 
 
 
Short-term debentures payable
 
5,000
 
5,026
 
5,026
 
 
 
 
Long-term loans
 
58,351
 
64,875
 
5,070
 
9,197
 
13,951
 
36,657
 
Debentures payable
 
105,096
 
117,977
 
2,570
 
11,047
 
56,643
 
47,717
 
Bills payable
 
4,301
 
4,301
 
4,301
 
 
 
 
Accounts payable
 
171,059
 
171,059
 
171,059
 
 
 
 
Other payables and employee benefits payable
 
66,924
 
66,924
 
66,924
 
 
 
 
Total
 
480,151
 
500,354
 
325,142
 
20,244
 
70,594
 
84,374

     
At 31 December 2010
         
Total
     
More than
 
More than
   
         
contractual
 
Within 1
 
1 year but
 
2 years but
   
     
Carrying
 
undiscounted
 
year or on
 
less than 2
 
less than
 
More than
     
amount
 
cash flow
 
demand
 
years
 
5 years
 
5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Short-term loans
 
29,298
 
29,617
 
29,617
 
 
 
 
Non-current liabilities due within one year
 
5,530
 
5,641
 
5,641
 
 
 
 
Short-term debentures payable
 
1,000
 
1,016
 
1,016
 
 
 
 
Long-term loans
 
58,895
 
61,908
 
1,133
 
5,685
 
18,341
 
36,749
 
Debentures payable
 
115,180
 
133,512
 
3,222
 
41,244
 
60,435
 
28,611
 
Bills payable
 
3,818
 
3,818
 
3,818
 
 
 
 
Accounts payable
 
132,528
 
132,528
 
132,528
 
 
 
 
Other payables and employee benefits payable
 
65,390
 
65,390
 
65,390
 
 
 
 
Total
 
411,639
 
433,430
 
242,365
 
46,929
 
78,776
 
65,360


 
92

 


52
FINANCIAL INSTRUMENTS (Continued)
   
 
Liquidity risk (Continued)
   
 
The Company

     
At 30 June 2011
         
Total
     
More than
 
More than
   
         
contractual
 
Within 1
 
1 year but
 
2 years but
   
     
Carrying
 
undiscounted
 
year or on
 
less than 2
 
less than
 
More than
     
amount
 
cash flow
 
demand
 
years
 
5 years
 
5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Short-term loans
 
434
 
445
 
445
 
 
 
 
Non-current liabilities due within one year
 
33,786
 
34,493
 
34,493
 
 
 
 
Short-term debentures payable
 
5,000
 
5,026
 
5,026
 
 
 
 
Long-term loans
 
57,774
 
64,022
 
4,839
 
9,119
 
13,437
 
36,627
 
Debentures payable
 
105,096
 
117,977
 
2,570
 
11,047
 
56,643
 
47,717
 
Bills payable
 
2,816
 
2,816
 
2,816
 
 
 
 
Accounts payable
 
108,940
 
108,940
 
108,940
 
 
 
 
Other payables and employee benefits payable
 
84,297
 
84,297
 
84,297
 
 
 
 
Total
 
398,143
 
418,016
 
243,426
 
20,166
 
70,080
 
84,344
 
     
At 31 December 2010
         
Total
     
More than
 
More than
   
         
contractual
 
Within 1
 
1 year but
 
2 years but
   
     
Carrying
 
undiscounted
 
year or on
 
less than 2
 
less than
 
More than
     
amount
 
cash flow
 
demand
 
years
 
5 years
 
5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Short-term loans
 
7,229
 
7,292
 
7,292
 
 
 
 
Non-current liabilities due within one year
 
4,109
 
4,210
 
4,210
 
 
 
 
Long-term loans
 
58,377
 
61,358
 
1,117
 
5,640
 
17,898
 
36,703
 
Debentures payable
 
115,180
 
133,512
 
3,222
 
41,244
 
60,435
 
28,611
 
Bills payable
 
2,670
 
2,670
 
2,670
 
 
 
 
Accounts payable
 
87,244
 
87,244
 
87,244
 
 
 
 
Other payables and employee benefits payable
 
83,923
 
83,923
 
83,923
 
 
 
 
Total
 
358,732
 
380,209
 
189,678
 
46,884
 
78,333
 
65,314

 
Market risk
 
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk.
     
 
(a)
Currency risk
   
Currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Group’s currency risk exposure primarily relates to short-term and long-term debts and loans from Sinopec Group Company and fellow subsidiaries denominated in US Dollars, Japanese Yen and Hong Kong Dollars, and the Group enters into foreign exchange contracts to manage currency risk exposure.
     
   
Included in derivative financial instruments, short-term and long-term loans of the Group are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:

     
The Group
 
The Company
     
At 30 June
 
At 31 December
 
At 30 June
 
At 31 December
     
2011
 
2010
 
2011
 
2010
     
millions
 
millions
 
millions
 
millions
                   
 
Gross exposure arising from loans and borrowings
 
US Dollars
 
USD 850
 
USD 501
 
USD 44
 
USD 48
 
Japanese Yen
 
JPY 16,414
 
JPY 18,313
 
JPY 16,414
 
JPY 18,313
 
Hong Kong Dollars
 
HKD 12,595
 
HKD 12,114
 
HKD 12,595
 
HKD 12,114


 
93

 


52
FINANCIAL INSTRUMENTS (Continued)
   
 
Market risk (Continued)
     
 
(a)
Currency risk (Continued)
   
A 5 percent strengthening of Renminbi against the following currencies at 30 June 2011 and 31 December 2010 would have increased net profit for the period and retained profits of the Group by the amounts shown below. This analysis has been determined assuming that the change in foreign exchange rates had occurred at the balance sheet date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2010.

     
The Group
     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
US Dollars
 
206
 
124
 
Japanese Yen
 
49
 
56
 
Hong Kong Dollars
 
393
 
400

   
Other than the amounts as disclosed above, the amounts of other financial assets and liabilities of the Group are substantially denominated in the functional currency of respective entity of the Group.
     
 
(b)
Interest rate risk
   
The Group’s interest rate risk exposure arises primarily from its short-term and long-term loans. Loans carrying interest at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest rate risk respectively. The interest rates and terms of repayment of short-term and long-term loans of the Group are disclosed in Note 19 and Note 27, respectively.
     
   
At 30 June 2011 it is estimated that a general increase/decrease of 100 basis points in variable interest rates, with all other variables held constant, would decrease/increase the Group’s net profit for the period and retained profits by approximately RMB 244 million (2010: RMB 259 million). This sensitivity analysis has been determined assuming that the change in interest rates had occurred at the balance sheet date and the change was applied to the Group’s loans outstanding at that date with exposure to cash flow interest rate risk. The analysis is performed on the same basis for 2010.
     
 
(c)
Commodity price risk
   
The Group engages in oil and gas operations and is exposed to commodity price risk related to price volatility of crude oil and refined petroleum products. The fluctuations in prices of crude oil and refined petroleum products could have significant impact on the Group. The Group uses derivative financial instruments, including commodity futures and swaps, to manage a portion of such risk. At 30 June 2011, the Group had certain commodity contracts of crude oil and refined oil products designated as qualified cash flow hedges and economic hedges. At 30 June 2011, the net fair value of such derivative hedging financial instruments is derivative financial assets of RMB 1,233 million (2010: RMB 148 million) recognised in other receivables and derivative financial liabilities of RMB 160 million (2010: RMB 907 million) recognised in other payables.
     
   
At 30 June 2011, it is estimated that a general increase/decrease of USD 10 per barrel in crude oil and refined petroleum products, with all other variables held constant, would decrease/increase the Group’s profit for the period and retained profits by approximately RMB 7 million (2010: RMB 229 million), and decrease/increase the Group’s capital reserve by approximately RMB 244 million (2010: RMB 1,066 million). As at 30 June 2011, it is estimated that a general increase/decrease of RMB 1,000 per tonne in chemical products, with all other variable held constant, would decrease/increase the Group’s profit for the period and retained earnings by approximately RMB 24 million (for the year ended 31 December 2010: RMB 7 million). This sensitivity analysis has been determined assuming that the change in prices had occurred at the balance sheet date and the change was applied to the Group’s derivative financial instruments at that date with exposure to commodity price risk. The analysis is performed on the same basis for 2010.
     
 
(d)
Equity price risk
   
The Group is exposed to equity price risk arising from changes in the Company’s own share price to the extent that the Company’s own equity instruments underlie the fair values of derivatives of the Group. At 30 June 2011, the Group is exposed to this risk through the derivative embedded in the Convertible Bonds issued by the Company as disclosed in Note 28.
     
   
At 30 June 2011, it is estimated that an increase of 20% in the Company’s own share price would decrease the Group’s profit for the period and retained profits by approximately RMB 25 million (2010: RMB 218 million) while a decrease of 20% in the Company’s own share price would increase the Group’s profit for the period and retained profits by approximately RMB 11 million (2010: RMB 108 million). The sensitivity analysis has been determined assuming that the changes in the Company’s own share price had occurred at the balance sheet date and that all other variables remain constant.

 
94

 


52
FINANCIAL INSTRUMENTS (Continued)
 
Fair values
   
 
Financial instruments carried at fair value
 
The following table presents the carrying value of financial instruments measured at fair value at the balance sheet date across the three levels of the fair value hierarchy. With the fair value of each financial instrument categorised in its entirely based on the lowest level of input that is significant to that fair value measurement. The levels are defined as follows:
     
 
Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments.
     
 
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation techniques in which all significant inputs are directly or indirectly based on observable market data.
     
 
Level 3 (lowest level): fair values measured using valuation techniques in which any significant input is not based on observable market data.
     
 
At 30 June 2011

     
The Group
 
The Company
     
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                                   
 
Assets
                               
 
Financial assets held for trading
 
 
300
 
 
300
 
 
 
 
 
Available-for-sale financial assets:
                               
    Listed  
53
 
 
 
53
 
18
 
 
 
18
     Unlisted  
 
1,200
 
 
1,200
 
 
 
 
 
Derivative financial instruments:
                               
   
Derivative financial assets
 
39
 
1,314
 
 
1,353
 
 
 
 
       
92
 
2,814
 
 
2,906
 
18
 
 
 
18
 
Liabilities
                               
 
Derivative financial instruments:
                               
   
Derivative components of the 2007 Convertible Bonds
 
 
142
 
 
142
 
 
142
 
 
142
   
Other derivative financial liabilities
 
13
 
449
 
 
462
 
 
202
 
 
202
       
13
 
591
 
 
604
 
 
344
 
 
344

 
At 31 December 2010
       
           
     
The Group
 
The Company
     
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                                   
 
Assets
                               
 
Financial assets held for trading
 
700
 
1,750
 
 
2,450
 
 
 
 
 
Available-for-sale financial assets:
                               
       Listed  
52
 
 
 
52
 
18
 
 
 
18
 
Derivative financial instruments:
                               
       Derivative financial assets  
113
 
223
 
 
336
 
 
1
 
 
1
     
865
 
1,973
 
 
2,838
 
18
 
1
 
 
19
 
Liabilities
                               
 
Derivative financial instruments:
                               
   
Derivative components of the 2007 Convertible Bonds
 
 
340
 
 
340
 
 
340
 
 
340
   
Other derivative financial liabilities
 
164
 
1,299
 
 
1,463
 
 
259
 
 
259
         
164
 
1,639
 
 
1,803
 
 
599
 
 
599
 
During the period there were no transfers between instruments in Level 1 and Level 2.


 
95

 


52
FINANCIAL INSTRUMENTS (Continued)
   
 
Fair values (Continued)
   
 
(ii)
Fair values of financial instruments carried at other than fair value
   
The fair values of the Group’s financial instruments (other than long-term debts and unquoted security investments) approximate their carrying amounts due to the short-term maturity of these instruments. The fair values of long-term debts are estimated by discounting future cash flows using current market interest rates offered to the Group for debt with substantially the same characteristics and maturities ranging from 4.72%% to 6.80% (2010: 3.87% to 6.14%). The following table presents the carrying amount and fair value of the Group’s long-term debts other than loans from Sinopec Group Company and fellow subsidiaries at 30 June 2011 and 31 December 2010:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Carrying amount
 
159,174
 
141,104
 
Fair value
 
148,692
 
139,999

   
The Group has not developed an internal valuation model necessary to make the estimate of the fair value of loans from Sinopec Group Company and fellow subsidiaries as it is not considered practicable to estimate their fair value because the cost of obtaining discount and borrowing rates for comparable borrowings would be excessive based on the Reorganisation of the Group, its existing capital structure and the terms of the borrowings.
     
   
Other unquoted equity investments are individually and in the aggregate not material to the Group’s financial position or results of operations. There are no listed market prices for such interests in the PRC and, accordingly, a reasonable estimate of fair value could not be made without incurring excessive costs. The Group intends to hold these unquoted equity investments for long term purpose.
     
   
Except for the above items, the financial assets and liabilities of the Group are carried at amounts not materially different from their fair values as at 30 June 2011 and 31 December 2010.
     
53
EXTRAORDINARY GAIN AND LOSS
   
 
Pursuant to “Questions and answers in the prepayment of information disclosures of companies issuing public shares, No.1 Extraordinary gain and loss” (2008), the extraordinary gains and losses of the Group are as follows:

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Extraordinary (gain)/loss for the period:
       
 
Gain on disposal of non-current assets
 
(541)
 
(361)
 
Donations
 
20
 
32
 
Gain on holding and disposal of various investments
 
(62)
 
(311)
 
Net profit of subsidiaries generated from a business combination involving entities under common control before acquisition date
 
 
(2,449)
 
Other non-operating income and expenses, net
 
6
 
(14)
     
(577)
 
(3,103)
 
Tax effect
 
144
 
164
 
Total
 
(433)
 
(2,939)
 
Attributable to:
       
   
Equity shareholders of the Company
 
(415)
 
(1,828)
   
Minority interests
 
(18)
 
(1,111)


 
96

 


54
BASIC AND DILUTED EARNINGS PER SHARE
   
 
(i)
Basic earnings per share
   
Basic earnings per share is calculated by the net profit attributable to equity shareholders of the Company and the weighted average number of outstanding ordinary shares of the Company:

     
Six-month periods ended 30 June
     
2011
 
2010
           
 
Net profit attributable of equity shareholders of the Company (RMB millions)
 
40,239
 
36,776
 
Weighted average number of outstanding ordinary shares of the Company (millions)
 
86,702
 
86,702
 
Basic earnings per share (RMB/share)
 
0.464
 
0.424
           
 
The calculation of the weighted average number of ordinary shares is as follows:
       

     
Six-month periods ended
     
30 June
   
     
2011
 
2010
           
 
Weighted average number of outstanding ordinary shares of the Company (millions)
 
86,702
 
86,702

 
(ii)
Diluted earnings per share
   
Diluted earnings per share is calculated by the net profit attributable to equity shareholders of the Company (diluted) and the weighted average number of ordinary shares of the Company (diluted):

     
Six-month periods ended 30 June
     
2011
 
2010
           
 
Net profit attributable to equity shareholders of the Company (diluted) (RMB millions)
 
40,380
 
36,736
 
Weighted average number of outstanding ordinary shares of the Company (diluted) (millions)
 
89,377
 
87,790
 
Diluted earnings per share (RMB/share)
 
0.452
 
0.418
           
 
The calculation of the weighted average number of ordinary shares (diluted) is as follows:

     
Six-month periods ended 30 June
     
2011
 
2010
           
 
The weighted average number of the ordinary shares issued at 30 June (millions)
 
86,702
 
86,702
 
Effect of the 2007 Convertible Bonds (millions)
 
1,084
 
1,088
 
Effect of the 2011 Convertible Bonds (millions)
 
1,591
 
 
Weighted average number of the ordinary shares issued at 30 June (diluted) (millions)
 
89,377
 
87,790


 
97

 
 
REPORT OF THE INTERNATIONAL AUDITOR
 

To the Shareholders of China Petroleum & Chemical Corporation
(Established in The People’s Republic of China with limited liability)

We have audited the consolidated interim financial statements of China Petroleum & Chemical Corporation (the “Company”) and its subsidiaries (together the “Group”) set out on pages 99 to 143, which comprise the consolidated balance sheet as at 30 June 2011, and the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the six-month period then ended, and a summary of significant accounting policies and other explanatory information.
 
DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of consolidated interim financial statements that give a true and fair view in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and for such internal control as the directors determine is necessary to enable the preparation of consolidated interim financial statements that are free from material misstatement, whether due to fraud or error.
 
AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated interim financial statements based on our audit. This report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated interim financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated interim financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated interim financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and true and fair presentation of the consolidated interim financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated interim financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
 
OPINION
 
In our opinion, the consolidated interim financial statements give a true and fair view of the state of affairs of the Group as at 30 June 2011 and of the Group’s profit and cash flows for the six-month period then ended in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board.


KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong

26 August 2011

 
98

 


(B)
INTERIM FINANCIAL STATEMENTS PREPARED UNDER INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”)
 
CONSOLIDATED INCOME STATEMENT
 
for the six-month period ended 30 June 2011
 
(Amounts in millions, except per share data)

       
Six-month periods
       
ended 30 June
   
Note
 
2011
 
2010
       
RMB
 
RMB
             
 
Turnover and other operating revenues
         
   
Turnover
3
 
1,216,941
 
924,336
   
Other operating revenues
4
 
16,331
 
13,400
         
1,233,272
 
937,736
 
Operating expenses
         
   
Purchased crude oil, products and operating supplies and expenses
   
(1,001,431)
 
(734,277)
   
Selling, general and administrative expenses
5
 
(26,281)
 
(22,907)
   
Depreciation, depletion and amortisation
   
(30,510)
 
(29,288)
   
Exploration expenses, including dry holes
   
(5,652)
 
(5,747)
   
Personnel expenses
6
 
(18,094)
 
(15,037)
   
Taxes other than income tax
7
 
(93,285)
 
(75,410)
   
Other operating income, net
8
 
420
 
234
 
Total operating expenses
   
(1,174,833)
 
(882,432)
 
Operating profit
   
58,439
 
55,304
 
Finance costs
         
   
Interest expense
9
 
(4,587)
 
(3,983)
   
Interest income
   
541
 
162
   
Unrealised gain on embedded derivative component of the 2007 Convertible Bonds
25(c)
 
190
 
218
   
Foreign currency exchange losses
   
(207)
 
(198)
   
Foreign currency exchange gains
   
767
 
303
 
Net finance costs
   
(3,296)
 
(3,498)
 
Investment income
   
102
 
93
 
Share of profits less losses from associates and jointly controlled entities
   
2,804
 
1,940
 
Profit before taxation
   
58,049
 
53,839
 
Tax expense
10
 
(13,857)
 
(14,052)
 
Profit for the period
   
44,192
 
39,787
 
Attributable to:
         
   
Equity shareholders of the Company
   
41,174
 
36,798
   
Non-controlling interests
   
3,018
 
2,989
 
Profit for the period
   
44,192
 
39,787
 
Earnings per share:
13
       
   
Basic
   
0.475
 
0.424
   
Diluted
   
0.462
 
0.419

 
The notes on pages 106 to 143 form part of these interim financial statements.­ Details of dividends payable to equity shareholders of the Company attributable to the profit for the period are set out in Note 11.

 
99

 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six-month period ended 30 June 2011
(Amounts in millions)

   
Six-month periods
   
ended 30 June
   
Note
 
2011
 
2010
       
RMB
 
RMB
             
Profit for the period
     
44,192
 
39,787
Other comprehensive income for the period
           
 
(after tax and reclassification adjustments)
 
12
       
 
Cash flow hedges
     
139
 
(20)
 
Available-for-sale securities
     
1
 
 
Share of other comprehensive income of associates
     
(63)
 
(481)
 
Foreign currency translation differences
     
(234)
 
(45)
Total other comprehensive income
     
(157)
 
(546)
Total comprehensive income for the period
     
44,035
 
39,241
Attributable to:
           
 
Equity shareholders of the Company
     
41,035
 
36,272
 
Non-controlling interests
     
3,000
 
2,969
Total comprehensive income for the period
     
44,035
 
39,241


The notes on pages 106 to 143 form part of these interim financial statements.

 
100

 
 
CONSOLIDATED BALANCE SHEET
as at 30 June 2011
(Amounts in millions)

       
At 30 June
 
At 31 December
   
Note
 
2011
 
2010
       
RMB
 
RMB
             
Non-current assets
           
 
Property, plant and equipment, net
 
14
 
531,953
 
540,700
 
Construction in progress
 
15
 
101,299
 
89,599
 
Goodwill
 
16
 
8,775
 
8,298
 
Interest in associates
 
17
 
23,592
 
22,815
 
Interest in jointly controlled entities
 
18
 
20,368
 
20,199
 
Investments
 
19
 
2,299
 
2,075
 
Deferred tax assets
 
24
 
14,088
 
15,232
 
Lease prepayments
     
21,523
 
20,325
 
Long-term prepayments and other assets
 
20
 
15,824
 
16,350
Total non-current assets
     
739,721
 
735,593
Current assets
           
 
Cash and cash equivalents
     
8,716
 
17,008
 
Time deposits with financial institutions
     
5,470
 
1,132
 
Trade accounts receivable, net
 
21
 
65,414
 
43,093
 
Bills receivable
 
21
 
25,113
 
15,950
 
Inventories
 
22
 
207,962
 
156,546
 
Prepaid expenses and other current assets
 
23
 
29,971
 
26,500
Total current assets
     
342,646
 
260,229
Current liabilities
           
 
Short-term debts
 
25
 
56,642
 
17,019
 
Loans from Sinopec Group Company and fellow subsidiaries
 
25
 
17,778
 
18,809
 
Trade accounts payable
 
26
 
171,059
 
132,528
 
Bills payable
 
26
 
4,301
 
3,818
 
Accrued expenses and other payables
 
27
 
143,719
 
153,478
 
Income tax payable
     
3,242
 
10,754
Total current liabilities
     
396,741
 
336,406
Net current liabilities
     
(54,095
)
(76,177
Total assets less current liabilities
     
685,626
 
659,416
Non-current liabilities
           
 
Long-term debts
 
25
 
125,220
 
136,465
 
Loans from Sinopec Group Company and fellow subsidiaries
 
25
 
38,227
 
37,610
 
Deferred tax liabilities
 
24
 
15,266
 
15,017
 
Provisions
 
28
 
16,339
 
15,573
 
Other liabilities
     
3,998
 
3,715
Total non-current liabilities
     
199,050
 
208,380
       
486,576
 
451,036
Equity
           
 
Share capital
 
29
 
86,702
 
86,702
 
Reserves
     
366,260
 
332,902
Total equity attributable to equity shareholders of the Company
     
452,962
 
419,604
Non-controlling interests
     
33,614
 
31,432
Total equity
     
486,576
 
451,036

Approved and authorised for issue by the board of directors on 26 August 2011.

Fu Chengyu
 
Wang Tianpu
 
Wang Xinhua
Chairman
 
Vice Chairman, President
 
Chief Financial Officer
         

 
The notes on pages 106 to 143 form part of these interim financial statements.
 
101

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended 30 June 2011
(Amounts in millions)

                               
Total equity
       
                   
Dis-
         
attributable
       
               
Statutory
 
cretionary
         
to equity
 
Non
   
   
Share
 
Capital
 
Share
 
surplus
 
surplus
 
Other
 
Retained
 
shareholders of
 
controlling
 
Total
   
capital
 
reserve
 
premium
 
reserve
 
reserve
 
reserves
 
earnings
 
the Company
 
interests
 
equity
   
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
                                         
Balance at 1 January 2010, as previously reported
 
86,702
 
(17,911)
 
18,072
 
48,031
 
67,000
 
1,488
 
172,279
 
375,661
 
23,192
 
398,853
Adjustment for the Acquisition of SSI (Note 1)
 
 
 
 
 
 
3,279
 
 
3,279
 
2,684
 
5,963
Adjustment for changing in accounting policy (Note 1)
 
 
 
 
 
 
745
 
(170)
 
575
 
115
 
690
Balance at 1 January 2010, as adjusted
 
86,702
 
(17,911)
 
18,072
 
48,031
 
67,000
 
5,512
 
172,109
 
379,515
 
25,991
 
405,506
Profit for the period
 
 
 
 
 
 
 
36,798
 
36,798
 
2,989
 
39,787
Other comprehensive income:
                                       
 
Cash flow hedges
 
 
 
 
 
 
(20)
 
 
(20)
 
 
(20)
 
Share of other comprehensive income of associates
 
 
 
 
 
 
(481)
 
 
(481)
 
 
(481)
 
Foreign currency translation differences
 
 
 
 
 
 
(25)
 
 
(25)
 
(20)
 
(45)
 
Total other comprehensive income
 
 
 
 
 
 
(526)
 
 
(526)
 
(20)
 
(546)
Total comprehensive income for the period
 
 
 
 
 
 
(526)
 
36,798
 
36,272
 
2,969
 
39,241
Transactions with owners, recorded directly in equity:
                                       
 
Contributions by and distributions to owners:
                                       
   
Warrants exercised (Note 29)
 
 
 
2
 
 
 
 
 
2
 
 
2
   
Expiry of warrants (Note 25(d))
 
 
(6,879)
 
6,879
 
 
 
 
 
 
 
   
Final dividend for 2009 (Note 11)
 
 
 
 
 
 
 
(9,537)
 
(9,537)
 
 
(9,537)
   
Transfer from retained earnings to other reserve
 
 
 
 
 
 
1,338
 
(1,338)
 
 
 
   
Distribution to Sinopec Group Company
 
 
(18)
 
 
 
 
 
 
(18)
 
 
(18)
   
Distributions by subsidiaries to non-controlling interests net of contributions
 
 
 
 
 
 
 
 
 
(332)
 
(332)
Total contributions by and distributions to owners/Total transactions with owners
 
 
(6,897)
 
6,881
 
 
 
1,338
 
(10,875)
 
(9,553)
 
(332)
 
(9,885)
Others
 
 
 
 
 
 
373
 
 
373
 
 
373
Balance at 30 June 2010
 
86,702
 
(24,808)
 
24,953
 
48,031
 
67,000
 
6,697
 
198,032
 
406,607
 
28,628
 
435,235

                               
Total equity
       
                   
Dis-
         
attributable
       
               
Statutory
 
cretionary
         
to equity
 
Non
   
   
Share
 
Capital
 
Share
 
surplus
 
surplus
 
Other
 
Retained
 
shareholders of
 
controlling
 
Total
   
capital
 
reserve
 
premium
 
reserve
 
reserve
 
reserves
 
earnings
 
the Company
 
interests
 
equity
   
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
 
RMB
                                         
Balance at 1 January 2011, as previously reported
 
86,702
 
(33,138)
 
24,953
 
54,711
 
87,000
 
882
 
197,937
 
419,047
 
31,321
 
450,368
Adjustment for changing in accounting policy (Note 1)
 
 
 
 
 
 
753
 
(196)
 
557
 
111
 
668
Balance at 1 January 2011, as adjusted
 
86,702
 
(33,138)
 
24,953
 
54,711
 
87,000
 
1,635
 
197,741
 
419,604
 
31,432
 
451,036
Profit for the period
 
 
 
 
 
 
 
41,174
 
41,174
 
3,018
 
44,192
Other comprehensive income:
                                       
 
Cash flow hedges
 
 
 
 
 
 
139
 
 
139
 
 
139
 
Available-for-sale securities
 
 
 
 
 
 
1
 
 
1
 
 
1
 
Share of other comprehensive income of associates
 
 
 
 
 
 
(63)
 
 
(63)
 
 
(63)
 
Foreign currency translation differences
 
 
 
 
 
 
(216)
 
 
(216)
 
(18)
 
(234)
 
Total other comprehensive income
 
 
 
 
 
 
(139)
 
 
(139)
 
(18)
 
(157)
Total comprehensive income for the period
 
 
 
 
 
 
(139)
 
41,174
 
41,035
 
3,000
 
44,035
Transactions with owners, recorded directly in equity:
                                       
 
Contributions by and distributions to owners:
                                       
   
Issuance of the 2011 Convertible Bonds (Note 25(e))
 
 
3,610
 
 
 
 
 
 
3,610
 
 
3,610
   
Final dividend for 2010 (Note 11)
 
 
 
 
 
 
 
(11,271)
 
(11,271)
 
 
(11,271)
   
Appropriation (Note (a))
 
 
 
 
3,413
 
 
 
(3,413)
 
 
 
   
Distributions by subsidiaries to non-controlling interests net of contributions
 
 
 
 
 
 
 
 
 
(814)
 
(814)
 
Total contributions by and distributions to owners
 
 
3,610
 
 
3,413
 
 
 
(14,684)
 
(7,661)
 
(814)
 
(8,475)
 
Changes in ownership interests in subsidiaries that do not result in a loss of control:
                                       
   
Acquisitions of non-controlling interests of subsidiaries
 
 
(16)
 
 
 
 
 
 
(16)
 
(4)
 
(20)
Total transactions with owners
 
 
3,594
 
 
3,413
 
 
 
(14,684)
 
(7,677)
 
(818)
 
(8,495)
Others (Note (f))
 
 
 
 
­—
 
 
1,215
 
(1,215)
 
 
 
Balance at 30 June 2011
 
86,702
 
(29,544)
 
24,953
 
58,124
 
87,000
 
2,711
 
223,016
 
452,962
 
33,614
 
486,576


The notes on pages 106 to 143 form part of these interim financial statements.

 
102

 

Notes:

(a)
According to the Company’s Articles of Association, the Company is required to transfer 10% of its net profit in accordance with the PRC accounting policies adopted by the Group to statutory surplus reserve. In the event that the reserve balance reaches 50% of the registered capital, no transfer is needed. The transfer to this reserve must be made before distribution of a dividend to shareholders. Statutory surplus reserve can be used to make good previous years’ losses, if any, and may be converted into share capital by issuing of new shares to shareholders in proportion to their existing shareholdings or by increasing the par value of the shares currently held by them, provided that the balance after such issue is not less than 25% of the registered capital.
   
 
During the six-month period ended 30 June 2011, the Company transferred RMB 3,413 million (2010: RMB nil), being 10% of the current period’s net profit determined in accordance with the PRC accounting policies complying with “Interpretation of Accounting Standards for Business Enterprises (“ASBE”)?, to this reserve.
   
(b)
The usage of the discretionary surplus reserve is similar to that of statutory surplus reserve.
   
(c)
According to the Company’s Articles of Association, the amount of retained earnings available for distribution to equity shareholders of the Company is the lower of the amount determined in accordance with the accounting policies complying with ASBE and the amount determined in accordance with the accounting policies complying with International Financial Reporting Standards (“IFRS”). At 30 June 2011, the amount of retained earnings available for distribution was RMB 131,947 million (2010: RMB 112,768 million), being the amount determined in accordance with the accounting policies complying with IFRS. Interim dividend for the six-month period ended 30 June 2011 of RMB 8,670 million (2010: RMB 6,936 million) proposed after the balance sheet date has not been recognised as a liability at the balance sheet date.
   
(d)
The capital reserve represents (i) the difference between the total amount of the par value of shares issued and the amount of the net assets transferred from Sinopec Group Company in connection with the Reorganisation, (ii) the difference between the considerations paid over the amount of the net assets of entities and related operations acquired from Sinopec Group Company and non-controlling interests and (iii) the equity component of the 2011 Convertible Bonds (Note 25(e)).
   
(e)
The application of the share premium account is governed by Sections 168 and 169 of the PRC Company Law.
   
(f)
According to relevant PRC regulations, the Group is required to ­transfer an amount to other reserves for the safety production fund based on the turnover of certain refining and chemicals products or based on the production volume of crude oil and nature gas. During the six-month period ended 30 June 2011, the Group transferred RMB1,215 million from retained earnings to other reserves for the safety production fund.

 
The notes on pages 106 to 143 form part of these interim financial statements.

 
103

 

CONSOLIDATED STATEMENT OF CASH FLOWS
for the six-month period ended 30 June 2011
(Amounts in millions)

       
Six-month periods
ended 30 June
       
   
Note
 
2011
 
2010
       
RMB
 
RMB
             
Net cash generated from operating activities
 
(a)
 
30,570
 
55,563
Investing activities
           
 
Capital expenditure
     
(48,884)
 
(46,255)
 
Exploratory wells expenditure
     
(4,605)
 
(3,083)
 
Purchase of investments, investments in associates and investments in jointly controlled entities
     
(2,692)
 
(4,300)
 
Proceeds from disposal of investments and investments in associates
     
2,482
 
733
 
Proceeds from disposal of property, plant and equipment
     
168
 
13,077
 
Purchase of time deposits with financial institutions
     
(5,045)
 
(1,603)
 
Proceeds from maturity of time deposits with financial institutions
     
707
 
1,356
 
Interest received
     
541
 
162
 
Investment and dividend income received
     
1,997
 
874
 
Payment for derivative financial instruments
     
(3,028)
 
(1,611)
 
Proceeds from derivative financial instruments
     
3,329
 
1,140
Net cash used in investing activities
     
(55,030)
 
(39,510)
Financing activities
           
 
Proceeds from bank and other loans
     
277,196
 
411,657
 
Proceeds of issuance of 2011 Convertible Bonds, net of issuing expenses
     
22,889
 
 
Proceeds of issuance of corporate bonds
     
5,000
 
21,000
 
Contribution from shareholders
     
 
2
 
Repayments of corporate bonds
     
(1,036)
 
(1,000)
 
Repayments of bank and other loans
     
(272,658)
 
(427,944)
 
Distributions by subsidiaries to non-controlling interests
     
(420)
 
(379
 
Contributions to subsidiaries from non-controlling interests
     
22
 
47
 
Dividend paid
     
(10,998)
 
(9,627)
 
Interest paid
     
(3,850)
 
(3,313)
 
Acquisitions of non-controlling interests of subsidiaries
     
(15)
 
Net cash generated from/(used in) financing activities
     
16,130
 
(9,557)
Net (decrease)/increase in cash and cash equivalents
     
(8,330)
 
6,496
Cash and cash equivalents at 1 January
     
17,008
 
8,782
Effect of foreign currency exchange rate changes
     
38
 
(34)
Cash and cash equivalents at 30 June
     
8,716
 
15,244

 
The notes on pages 106 to 143 form part of these interim financial statements.
 
104

 


(a)
Reconciliation of profit before taxation to net cash generated from operating activities

   
Six-month periods
   
ended 30 June
   
2011
 
2010
   
RMB
 
RMB
         
Operating activities
       
 
Profit before taxation
 
58,049
 
53,839
 
Adjustments for:
       
 
Depreciation, depletion and amortisation
 
30,510
 
29,288
 
Dry hole costs
 
2,342
 
2,504
 
Share of profits less losses from associates and jointly controlled entities
 
(2,804)
 
(1,940)
 
Investment income
 
(102)
 
(93)
 
Interest income
 
(541)
 
(162)
 
Interest expense
 
4,587
 
3,983
 
Unrealised gain on foreign currency exchange rate changes and derivative financial instruments
 
(740)
 
(70)
 
Gain on disposal of property, plant and equipment, net
 
(541)
 
(361)
 
Impairment losses on long-lived assets
 
164
 
419
 
Unrealised gain on embedded derivative component of the 2007 Convertible Bonds
 
(190)
 
(218)
     
90,734
 
87,189
 
Increase in trade accounts receivable
 
(22,321)
 
(17,206)
 
Increase in bills receivable
 
(9,163)
 
(7,607)
 
Increase in inventories
 
(51,416)
 
(20,814)
 
Increase in prepaid expenses and other current assets
 
(2,184)
 
(487)
 
Increase in lease prepayments
 
(1,198)
 
(772)
 
(Increase)/decrease in long-term prepayments and other assets
 
(68)
 
808
 
Increase in trade accounts payable
 
38,531
 
14,028
 
Increase/(decrease) in bills payable
 
483
 
(1,264)
 
Increase in accrued expenses and other payables
 
7,061
 
11,257
 
Increase in other liabilities
 
111
 
966
     
50,570
 
66,098
 
Income tax paid
 
(20,000)
 
(10,535)
Net cash generated from operating activities
 
30,570
 
55,563


The notes on pages 106 to 143 form part of these interim financial statements.

 
105

 
 
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six-month period ended 30 June 2011

1
PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION
   
 
Principal activities
 
China Petroleum & Chemical Corporation (the “Company”) is an energy and chemical company that, through its subsidiaries (hereinafter collectively referred to as the “Group”), engages in oil and gas and chemical operations in the People’s Republic of China (the “PRC”). Oil and gas operations consist of exploring for, developing and producing crude oil and natural gas; transporting crude oil and natural gas by pipelines; refining crude oil into finished petroleum products; and marketing crude oil, natural gas and refined petroleum products. Chemical operations include the manufacture and marketing of a wide range of chemicals for industrial uses.
   
 
Organisation
 
The Company was established in the PRC on 25 February 2000 as a joint stock limited company as part of the reorganisation (the “Reorganisation”) of China Petrochemical Corporation (“Sinopec Group Company”), the ultimate holding company of the Group and a ministry-level enterprise under the supervision of the State Council of the PRC. Prior to the incorporation of the Company, the oil and gas and chemical operations of the Group were carried on by oil administration bureaux, petrochemical and refining production enterprises and sales and marketing companies of Sinopec Group Company.
   
 
As part of the Reorganisation, certain of Sinopec Group Company’s core oil and gas and chemical operations and businesses together with the related assets and liabilities were transferred to the Company. On 25 February 2000, in consideration for Sinopec Group Company transferring such oil and gas and chemical operations and businesses and the related assets and liabilities to the Company, the Company issued 68.8 billion domestic state-owned ordinary shares with a par value of RMB 1.00 each to Sinopec Group Company. The shares issued to Sinopec Group Company on 25 February 2000 represented the entire registered and issued share capital of the Company at that date. The oil and gas and chemical operations and businesses transferred to the Company related to (i) the exploration, development and production of crude oil and natural gas, (ii) the refining, transportation, storage and marketing of crude oil and petroleum products, and (iii) the production and sale of chemicals.
   
 
Basis of preparation
 
Pursuant to the resolution passed at the Directors’ meeting on 26 March 2010, the Group acquired 55% equity interests of Sonangol Sinopec International Limited (“SSI”) from Sinopec Overseas Oil & Gas Limited (“SOOGL”), a subsidiary of Sinopec Group Company, and the shareholder’s loans of USD 292 million provided by SOOGL to SSI, at a total cash consideration of USD 2,259 million (hereinafter referred to as the “Acquisition of SSI”).
   
 
As the Group and SSI are under the common control of Sinopec Group Company, the Acquisition of SSI has been reflected in the accompanying consolidated financial statements as combination of entities under common control in a manner similar to a pooling-of-interests. Accordingly, the assets and liabilities of SSI have been accounted for at historical cost and the consolidated financial statements of the Company prior to this acquisition have been restated to include the results of operation and the assets and liabilities of SSI on a combined basis. The difference between the total considerations paid over the amount of the net assets of SSI was RMB 8,310 million, which was accounted for as an equity transaction.
   
 
The accompanying interim financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). IFRS includes International Accounting Standards (“IAS”) and related interpretations. These interim financial statements also comply with the applicable disclosure provisions of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited. A summary of the significant accounting policies adopted by the Group are set out in Note 2.
   
 
The IASB has issued a number of amendments to International IFRS and one new Interpretation that are first effective for the current accounting period of the Group. Of these, the following development is relevant to the Group’s financial statements:
   
 
IAS 24 (revised 2009), Related party disclosures
 
Improvements to IFRS (2010)
     
 
IAS 24 (revised 2009) “Related party disclosures” simplifies the definition of “related party” and removes inconsistencies, which emphasises a symmetrical view of related party transactions. The revised standard also provides limited relief from disclosure of information by government-related entities in respect of transactions with the government to which the Group is related, or transactions with other entities related to the same government. The amendments to IAS 24 have had no material impact on the Group’s interim financial statements.
   
 
In the Improvements to IFRS (2010) omnibus standard, the IASB extended the scope of paragraph D8 of IFRS 1, First time adoption of IFRS, for the use of the deemed cost exemption for an event-driven fair value. Under the amended standard, an entity is permitted to take as deemed cost the fair value of some or all of its assets and liabilities, when these fair values were determined under previous GAAP at one particular date because of a specific event which occurred during the period covered by its first financial statements prepared under IFRS. Previously, IFRS 1 only permitted such valuations to be used as deemed cost if the event occurred before the date of the entity’s transition to IFRS (being the start of the earliest comparative period included in the first set of IFRS financial statements).
   
 
The Group’s first financial statements prepared under IFRS were for the three years ended 31 December 1999 and for the six-month period ended 30 June 2000, with the start of the earliest comparative period being 1 January 1997. During that period and pursuant to applicable laws and regulations of the PRC, the Group’s financial statements prepared under Accounting Standards for Business Enterprises and other relevant rules and regulations (collectively “PRC GAAP”) included leasehold land use rights at deemed cost based on the valuation performed by independent valuers as at 30 September 1999. As these valuations were performed as of a date later than the date of transition to IFRS, the Group was not permitted to adopt these valuations as deemed cost for the purposes of its IFRS financial statements and instead adopted the IFRS policy that leasehold land use rights were measured at historical cost and, therefore, the related revaluation gains arising from the revaluation in 1999 as mentioned above were not recognised. The Group has chosen to adopt the amendments to IFRS 1 by making retrospective adjustments in order to eliminate the aforementioned differences between the Group’s financial statements under IFRS and those under PRC GAAP. Specifically, the Group has retrospectively adjusted the amounts reported for previous periods in its IFRS financial statements to reflect the recognition of the leasehold land use rights at their deemed cost based on the valuation performed by the independent valuers as at 30 September 1999, with consequential adjustments for amortisation charged in subsequent periods.


 
106

 


1
PRINCIPAL ACTIVITIES, ORGANISATION AND BASIS OF PREPARATION (Continued)
   
 
Basis of preparation (Continued)
 
The results of operation and financial condition previously reported by the Group for the six-month period ended 30 June 2010 and as at 31 December 2010 have been restated to include the results of operations and the assets and liabilities of SSI on a combined basis and the adoption of Improvements to IFRS (2010) as set out below.

     
The Group,
     
Adoption of
       
     
as previously
     
Improvements
     
The Group,
     
reported
 
SSI
 
to IFRS (2010)
 
Elimination*
 
as restated
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB Millions
                       
 
Results of operation for the six-month period ended 30 June 2010:
                   
                       
 
Operating revenue
 
936,523
 
9,047
 
 
(7,834)
 
937,736
 
Profit attributable to the equity shareholders of the Company
 
35,460
 
1,347
 
(9)
 
 
36,798
 
Basic earnings per share (RMB)
 
0.409
 
 
 
 
0.424
 
Diluted earnings per share (RMB)
 
0.403
 
 
 
 
0.419
 
*
SSI sold its crude oil to the Group. The transactions between SSI and the Group have been eliminated on combination.

     
The Group,
 
Adoption of
   
     
as previously
 
Improvements
 
The Group,
     
reported
 
to IFRS (2010)
 
as restated
     
RMB millions
 
RMB millions
 
RMB millions
               
 
Financial condition as at 31 December 2010:
           
 
Goodwill
 
8,207
 
91
 
8,298
 
Deferred tax assets
 
15,516
 
(284)
 
15,232
 
Lease prepayment
 
19,464
 
861
 
20,325
 
Total non-current assets
 
734,925
 
668
 
735,593
 
Total equity
 
450,368
 
668
 
451,036

 
The Group has not adopted any new standard or interpretation that is not yet effective for the current accounting period (Note 37).
   
 
The accompanying interim financial statements are prepared on the historical cost basis except for the remeasurement of available-for-sale securities (Note 2(k)), securities held for trading (Note 2(k)), derivative financial instruments (Note 2(l) and (m)) and derivative component of the convertible bonds (Note 2(q)) to their fair values.
   
 
The preparation of the interim financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
   
 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
   
 
Key assumptions and estimation made by management in the application of IFRS that have significant effect on the interim financial statements and the major sources of estimation uncertainty are disclosed in Note 36.
   
2
SIGNIFICANT ACCOUNTING POLICIES
   
 
(a)
Basis of consolidation
   
The consolidated interim financial statements comprise the Company and its subsidiaries, and interest in associates and jointly controlled entities.
     
   
(i)
Subsidiaries and non-controlling interests
     
Subsidiaries are those entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
       
     
The interim financial statements of subsidiaries are included in the consolidated interim financial statements from the date that control effectively commences until the date that control effectively ceases.
       
     
Non-controlling interests at the balance sheet date, being the portion of the net assets of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated balance sheet and consolidated statement of changes in equity within equity, separately from equity attributable to the equity shareholders of the Company. Non-controlling interests in the results of the Group are presented on the face of the consolidated income statement and the consolidated statement of comprehensive income as an allocation of the total profit or loss and total comprehensive income for the period between non-controlling interests and the equity shareholders of the Company.
       
     
The particulars of the Group’s principal subsidiaries are set out in Note 34.


 
107

 

2
SIGNIFICANT ACCOUNTING POLICIES (Continued)

 
(a)
Basis of consolidation (Continued)
     
   
(ii)
Associates and jointly controlled entities
     
An associate is an entity, not being a subsidiary, in which the Group exercises significant influence over its management. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
       
     
A jointly controlled entity is an entity which operates under a contractual arrangement between the Group and other parties, where the contractual arrangement establishes that the Group and one or more of the other parties share joint control over the economic activity of the entity.
       
     
Investments in associates and jointly controlled entities are accounted for in the consolidated interim financial statements using the equity method from the date that significant influence or joint control commences until the date that significant influence or joint control ceases. Under the equity method, the investment is initially recorded at cost and adjusted thereafter for the post acquisition change in the Group’s share of the investee’s net assets and any impairment loss relating to the investment (Note 2(j) and (n)).
       
     
The Group’s share of the post-acquisition, post-tax results of the investees and any impairment losses for the period are recognised in the consolidated income statement, whereas the Group’s share of the post-acquisition post-tax items of the investees’ other comprehensive income is recognised in the consolidated statement of comprehensive income.
       
   
(iii)
Transactions eliminated on consolidation
     
Inter-company balances and transactions and any unrealised gains arising from inter-company transactions are eliminated on consolidation. Unrealised gains arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group’s interest in the entity. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
       
 
(b)
Translation of foreign currencies
   
The presentation currency of the Group is Renminbi. Foreign currency transactions during the period are translated into Renminbi at the applicable rates of exchange quoted by the People’s Bank of China (“PBOC”) prevailing on the transaction dates. Foreign currency monetary assets and liabilities are translated into Renminbi at the PBOC’s rates at the balance sheet date.
     
   
Exchange differences, other than those capitalised as construction in progress, are recognised as income or expense in the “finance costs” section of the consolidated income statement.
     
   
The results of foreign operations are translated into Renminbi at the applicable rates quoted by the PBOC prevailing on the transaction dates. Balance sheet items, including goodwill arising on consolidation of foreign operations are translated into Renminbi at the closing foreign exchange rates at the balance sheet date. The resulting exchange differences are recognised in other comprehensive income and accumulated in equity in the other reserves.
     
   
On disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to the consolidated income statement when the profit or loss on disposal is recognised.
     
 
(c)
Cash and cash equivalents
   
Cash equivalents consist of time deposits with financial institutions with an initial term of less than three months when purchased. Cash equivalents are stated at cost, which approximates fair value.
     
 
(d)
Trade, bills and other receivables
   
Trade, bills and other receivables are initially recognised at fair value and thereafter stated at amortised cost less impairment losses for bad and doubtful debts (Note 2(n)). Trade, bills and other receivables are derecognised if the Group’s contractual rights to the cash flows from these financial assets expire or if the Group transfers these financial assets to another party without retaining control or substantially all risks and rewards of the assets.
     
 
(e)
Inventories
   
Inventories, other than spare parts and consumables, are stated at the lower of cost and net realisable value. Cost includes the cost of purchase computed using the weighted average method and, in the case of work in progress and finished goods, direct labour and an appropriate proportion of production overheads. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
     
   
Spare parts and consumables are stated at cost less any provision for obsolescence.


 
108

 


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
 
(f)
Property, plant and equipment
   
An item of property, plant and equipment is initially recorded at cost, less accumulated depreciation and impairment losses (Note 2(n)). The cost of an asset comprises its purchase price, any directly attributable costs of bringing the asset to working condition and location for its intended use. The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred, it is probable that the future economic benefits embodied with the item will flow to the Group and the cost of the item can be measured reliably. All other expenditure is recognised as an expense in the consolidated income statement in the year in which it is incurred.
     
   
Gains or losses arising from the retirement or disposal of an item of property, plant and equipment, other than oil and gas properties, are determined as the difference between the net disposal proceeds and the carrying amount of the item and are recognised as income or expense in the consolidated income statement on the date of retirement or disposal.
     
   
Depreciation is provided to write off the cost amount of items of property, plant and equipment, other than oil and gas properties, over its estimated useful life on a straight-line basis, after taking into account its estimated residual value, as follows:

 
Buildings
15 to 45 years
 
Plant, machinery, equipment and others
4 to 18 years
 
Oil depots, storage tanks and service stations
8 to 25 years

   
Where parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reassessed annually.
     
 
(g)
Oil and gas properties
   
The Group uses the successful efforts method of accounting for its oil and gas producing activities. Under this method, costs of development wells and the related support equipment are capitalised. The cost of exploratory wells is initially capitalised as construction in progress pending determination of whether the well has found proved reserves. The impairment of exploratory well costs occurs upon the determination that the well has not found proved reserves. Exploratory wells that find oil and gas reserves in any area requiring major capital expenditure are expensed unless the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made, and drilling of the additional exploratory wells is under way or firmly planned for the near future. However, in the absence of a determination of the discovery of proved reserves, exploratory well costs are not carried as an asset for more than one year following completion of drilling. If, after one year has passed, a determination of the discovery of proved reserves cannot be made, the exploratory well costs are impaired and charged to expense. All other exploration costs, including geological and geophysical costs, other dry hole costs and annual lease rentals, are expensed as incurred. Capitalised costs relating to proved properties are amortised at the field level on a unit-of-production method. The amortisation rates are determined based on oil and gas reserves estimated to be recoverable from existing facilities over the shorter of the economic lives of crude oil and natural gas reservoirs and the terms of the relevant production licenses.
     
   
Gains and losses on the disposal of proved oil and gas properties are not recognised unless the disposal encompasses an entire property. The proceeds on such disposals are credited to the carrying amounts of oil and gas properties.
     
   
Management estimates future dismantlement costs for oil and gas properties with reference to engineering estimates after taking into consideration the anticipated method of dismantlement required in accordance with the industry practices. These estimated future dismantlement costs are discounted at credit-adjusted risk-free rate and are capitalised as oil and gas properties, which are subsequently amortised as part of the costs of the oil and gas properties.
     
 
(h)
Lease prepayments
   
Lease prepayments represent land use rights paid to the relevant government authorities. Land use rights are carried at cost less accumulated amount charged to expense and impairment losses (Note 2(n)).The cost of lease prepayments are charged to expense on a straight-line basis over the respective periods of the rights.
     
 
(i)
Construction in progress
   
Construction in progress represents buildings, oil and gas properties, various plant and equipment under construction and pending installation, and is stated at cost less impairment losses (Note 2(n)). Cost comprises direct costs of construction as well as interest charges, and foreign exchange differences on related borrowed funds to the extent that they are regarded as an adjustment to interest charges, during the periods of construction.
     
   
Construction in progress is transferred to property, plant and equipment when the asset is substantially ready for its intended use.
     
   
No depreciation is provided in respect of construction in progress.


 
109

 


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
 
(j)
Goodwill
   
Goodwill represents amounts arising on acquisition of subsidiaries, associates or jointly controlled entities. Goodwill represents the difference between the cost of acquisition and the fair value of the net identifiable assets acquired.
     
   
Prior to 1 January 2008, the acquisition of the non-controlling interests of a consolidated subsidiary was accounted using the acquisition method whereby the difference between the cost of acquisition and the fair value of the net identifiable assets acquired (on a proportionate share) was recognised as goodwill. From 1 January 2008, any difference between the amount by which the non-controlling interest is adjusted (such as through an acquisition of the non-controlling interests) and the cash or other considerations paid is recognised in equity.
     
   
Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash generating units, that is expected to benefit the synergies of the combination and is tested annually for impairment (Note 2(n)). In respect of associates or jointly controlled entities, the carrying amount of goodwill is included in the carrying amount of the interest in the associate or jointly controlled entity and the investment as a whole is tested for impairment whenever there is objective evidence of impairment (Note 2(n)).
     
 
(k)
Investments
   
Investment in available-for-sale securities are carried at fair value with any change in fair value recognised in other comprehensive income and accumulated separately in equity in other reserve. When these investments are derecognised or impaired, the cumulative gain or loss is reclassified from equity to the consolidated income statement. Investments in equity securities, other than investments in associates and jointly controlled entities, that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are recognised in the balance sheet at cost less impairment losses (Note 2(n)).
     
   
Investments in securities held for trading are classified as current assets. Any attributable transaction costs are recognised in the consolidated income statement as incurred. At each balance sheet date, the fair value is remeasured, with any resultant gain or loss being recognised in the consolidated income statement.
     
 
(l)
Derivative financial instruments
   
Derivative financial instruments are recognised initially at fair value. At each balance sheet date the fair value is remeasured. The gain or loss on remeasurement to fair value is recognised immediately in the consolidated income statement, except where the derivatives qualify for cash flow hedge accounting or hedge the net investment in a foreign operation, in which case recognition of any resultant gain or loss depends on the nature of the item being hedged (Note 2(m)).
     
 
(m)
Hedging
     
   
(i)
Cash flow hedges
     
Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk of a committed future transaction, the effective portion of any gains or losses on re-measurement of the derivative financial instrument to fair value are recognised in other comprehensive income and accumulated separately in equity in other reserves. The ineffective portion of any gain or loss is recognised immediately in the consolidated income statement.
       
     
If a hedge of a forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated gain or loss is reclassified from equity to be included in the initial cost or other carrying amount of the non-financial asset or liability.
       
     
If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gain or loss is reclassified from equity to the consolidated income statement in the same period or periods during which the asset acquired or liability assumed affects the consolidated income statement (such as when interest income or expense is recognised).
       
     
For cash flow hedges, other than those covered by the preceding two policy statements, the associated gain or loss is reclassified from equity to the consolidated income statement in the same period or periods during which the hedged forecast transaction affects the consolidated income statement.
       
     
When a hedging instrument expires or is sold, terminated, exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity until the transaction occurs and it is recognised in accordance with the above policy. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss is reclassified from equity to the consolidated income statement immediately.
       
   
(ii)
Hedge of net investments in foreign operations
     
The portion of the gain or loss on re-measurement to fair value of an instrument used to hedge a net investment in a foreign operation that is determined to be an effective hedge is recognised in other comprehensive income and accumulated separately in equity in the exchange reserve until the disposal of the foreign operation, at which time the cumulative gain or loss is reclassified from equity to the consolidated income statement. The ineffective portion is recognised immediately in the consolidated income statement.


 
110

 


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
 
(n)
Impairment of assets
     
   
(i)
Trade accounts receivable, other receivables and investment in equity securities that do not have a quoted market price in an active market are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. If any such evidence exists, an impairment loss is determined and recognised.
       
     
The impairment loss is measured as the difference between the asset’s carrying amount and the estimated future cash flows, discounted at the current market rate of return for a similar financial asset where the effect of discounting is material, and is recognised as an expense in the consolidated income statement. Impairment losses for trade and other receivables are reversed through the consolidated income statement if in a subsequent period the amount of the impairment losses decreases. Impairment losses for equity securities carried at cost are not reversed.
       
     
For investments in associates and jointly controlled entities accounted under the equity method (Note 2(a)(ii)), the impairment loss is measured by comparing the recoverable amount of the investment as a whole with its carrying amount in accordance with the accounting policy set out in Note 2(n)(ii). The impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount in accordance with the accounting policy set out in Note 2(n)(ii).
       
   
(ii)
Impairment of other long-lived assets is accounted as follows:
       
     
The carrying amounts of other long-lived assets, including property, plant and equipment, construction in progress, lease prepayments, investments in associates and jointly controlled entities and other assets, are reviewed at each balance sheet date to identify indicators that the assets may be impaired. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to the recoverable amount. For goodwill, the recoverable amount is estimated at each balance sheet date.
       
     
The recoverable amount is the greater of the fair value less costs to sell and the value in use. In determining the value in use, expected future cash flows generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).
       
     
The amount of the reduction is recognised as an expense in the consolidated income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then, to reduce the carrying amount of the other assets in the unit on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs to sell, or value in use, if determinable.
       
     
Management assesses at each balance sheet date whether there is any indication that an impairment loss recognised for a long-lived asset, except in the case of goodwill, in prior years may no longer exist. An impairment loss is reversed if there has been a favourable change in the estimates used to determine the recoverable amount. A subsequent increase in the recoverable amount of an asset, when the circumstances and events that led to the write-down or write-off cease to exist, is recognised as an income. The reversal is reduced by the amount that would have been recognised as depreciation had the write-down or write-off not occurred. An impairment loss in respect of goodwill is not reversed.
       
 
(o)
Trade, bills and other payables
   
Trade, bills and other payables are initially recognised at fair value and thereafter stated at amortised cost unless the effect of discounting would be immaterial, in which case they are stated at cost.
     
 
(p)
Interest-bearing borrowings
   
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the consolidated income statement over the period of borrowings using the effective interest method.


 
111

 


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
   
 
(q)
Convertible bonds
     
   
(i)
Convertible bonds that contain an equity component
     
Convertible bonds that can be converted to equity share capital at the option of the holder, where the number of shares that would be issued on conversion and the value of the consideration that would be received at that time do not vary, are accounted for as compound financial instruments that contain both a liability component and an equity component.
       
     
At initial recognition, the liability component of the convertible bonds is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option. Any excess of proceeds over the amount initially recognised as the liability component is recognised as the equity component. Transaction costs that relate to the issuance of the convertible bonds are allocated to the liability and equity components in proportion to the allocation of proceeds.
       
     
The liability component is subsequently carried at amortised cost. The interest expense on the liability component is calculated using the effective interest method. The equity component is recognised in the capital reserve until the bond is converted or redeemed.
       
     
If the bond is converted, the capital reserve, together with the carrying amount of the liability component at the time of conversion, is transferred to share capital and share premium as consideration for the shares issued. If the bond is redeemed, the capital reserve is transferred to share premium.
       
   
(ii)
Other convertible bonds
     
Convertible bonds issued with a cash settlement option and other embedded derivative features are accounted for as compound financial instruments that contain a liability component and a derivative component.
       
     
At initial recognition, the derivative component of the convertible bonds is measured at fair value. Any excess of proceeds over the amount initially recognised as the derivative component is recognised as the liability component. Transaction costs that relate to the issuance of the convertible bonds are allocated to the liability and derivative components in proportion to the allocation of proceeds. The portion of the transaction costs relating to the liability component is recognised initially as part of the liability. The portion relating to the derivative component is recognised immediately as an expense in the consolidated income statement.
       
     
The derivative component is subsequently remeasured at each balance sheet date and any gains or losses arising from change in the fair value are recognised in the consolidated income statement. The liability component is subsequently carried at amortised cost until extinguished on conversion or redemption. The interest expense recognised in the consolidated income statement on the liability component is calculated using the effective interest method. Both the liability and the related derivative components are presented together for financial statements reporting purposes.
       
     
If the convertible bonds are converted, the carrying amounts of the derivative and liability components are transferred to share capital and share premium as consideration for the shares issued. If the convertible bonds are redeemed, any difference between the amount paid and the carrying amounts of both components is recognised in the consolidated income statement.
       
 
(r)
Provisions and contingent liability
   
A provision is recognised for liability of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made.
     
   
When it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
     
   
Provisions for future dismantlement costs are initially recognised based on the present value of the future costs expected to be incurred in respect of the Group’s expected dismantlement and abandonment costs at the end of related oil and gas exploration and development activities. Any subsequent change in the present value of the estimated costs, other than the change due to passage of time which is regarded as interest cost, is reflected as an adjustment to the provision and oil and gas properties.
     
   
A provision for onerous contracts is recognised when the expected economic benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.
     
 
(s)
Revenue recognition
   
Revenues associated with the sale of crude oil, natural gas, petroleum and chemical products and ancillary materials are recorded when the customer accepts the goods and the significant risks and rewards of ownership and title have been transferred to the buyer. Revenue from the rendering of services is recognised in the consolidated income statement upon performance of the services. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, the possible return of goods, or when the amount of revenue and the costs incurred or to be incurred in respect of the transaction cannot be measured reliably.
     
   
Interest income is recognised on a time apportioned basis that takes into account the effective yield on the asset.
     
   
A government grant that becomes receivable as compensation for expenses or losses already incurred with no future related costs is recognised as income in the period in which it becomes receivable.
     

 
112

 


2
SIGNIFICANT ACCOUNTING POLICIES (Continued)
     
 
(t)
Borrowing costs
   
Borrowing costs are expensed in the consolidated income statement in the period in which they are incurred, except to the extent that they are capitalised as being attributable to the construction of an asset which necessarily takes a period of time to get ready for its intended use.
     
 
(u)
Repairs and maintenance expenditure
   
Repairs and maintenance expenditure is expensed as incurred.
     
 
(v)
Environmental expenditures
   
Environmental expenditures that relate to current ongoing operations or to conditions caused by past operations are expensed as incurred.
     
   
Liabilities related to future remediation costs are recorded when environmental assessments and/or cleanups are probable and the costs can be reasonably estimated. As facts concerning environmental contingencies become known to the Group, the Group reassesses its position both with respect to accrued liabilities and other potential exposures.
     
 
(w)
Research and development expense
   
Research and development expenditures are expensed in the period in which they are incurred. Research and development expense amounted to RMB 1,678 million for the six-month period ended 30 June 2011 (2010: RMB 1,583 million).
     
 
(x)
Operating leases
   
Operating lease payments are charged to the consolidated income statement on a straight-line basis over the period of the respective leases.
     
 
(y)
Employee benefits
   
The contributions payable under the Group’s retirement plans are recognised as an expense in the consolidated income statement as incurred and according to the contribution determined by the plans. Further information is set out in Note 32.
     
   
Termination benefits, such as employee reduction expenses, are recognised when, and only when, the Group demonstrably commits itself to terminate employment or to provide benefits as a result of voluntary redundancy by having a detailed formal plan which is without realistic possibility of withdrawal.
     
 
(z)
Income tax
   
Income tax comprises current and deferred tax. Current tax is calculated on taxable income by applying the applicable tax rates. Deferred tax is provided using the balance sheet liability method on all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes only to the extent that it is probable that future taxable income will be available against which the assets can be utilised. Deferred tax is calculated on the basis of the enacted tax rates or substantially enacted tax rates that are expected to apply in the period when the asset is realised or the liability is settled. The effect on deferred tax of any changes in tax rates is charged or credited to the consolidated income statement, except for the effect of a change in tax rate on the carrying amount of deferred tax assets and liabilities which were previously charged or credited to other comprehensive income or directly in equity.
     
   
The tax value of losses expected to be available for utilisation against future taxable income is set off against the deferred tax liability within the same legal tax unit and jurisdiction to the extent appropriate, and is not available for set off against the taxable profit of another legal tax unit. The carrying amount of a deferred tax asset is reviewed at each balance sheet date and is reduced to the extent that it is no longer probable that the related tax benefit will be realised.
     
 
(aa)
Dividends
   
Dividends are recognised as a liability in the period in which they are declared.
     
 
(bb)
Segment reporting
   
Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s chief operating decision maker for the purposes of allocating resources to, and assessing the performance of the Group’s various lines of business.


 
113

 


3
TURNOVER
   
 
Turnover represents revenue from the sales of crude oil, natural gas, petroleum and chemical products, net of value-added tax.
   
4
OTHER OPERATING REVENUES

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Sale of materials, service and others
 
16,129
 
13,238
 
Rental income
 
202
 
162
     
16,331
 
13,400

5
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   
 
The following items are included in selling, general and administrative expenses:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Operating lease charges
 
5,751
 
5,134
 
Impairment losses:
       
   
trade accounts receivable
 
3
 
15
   
other receivables
 
14
 
191

6
PERSONNEL EXPENSES

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Salaries, wages and other benefits
 
15,456
 
12,773
 
Contributions to retirement schemes (Note 32)
 
2,638
 
2,264
     
18,094
 
15,037

7
TAXES OTHER THAN INCOME TAX

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Consumption tax (i)
 
62,141
 
56,467
 
Special oil income levy (ii)
 
18,691
 
9,935
 
City construction tax (iii)
 
6,389
 
5,351
 
Education surcharge
 
4,582
 
2,910
 
Resources tax
 
1,167
 
496
 
Business tax
 
315
 
251
     
93,285
 
75,410

 
Notes:
   
 
(i)
The consumption tax rates on gasoline, diesel, naphtha, solvent oil, lubricant oil, fuel oil and jet fuel oil are RMB 1,388.0 per tonne, RMB 940.8 per tonne, RMB 1,385.0 per tonne, RMB 1,282.0 per tonne, RMB 1,126.0 per tonne, RMB 812.0 per tonne and RMB 996.8 per tonne, respectively.
     
 
(ii)
Special oil income levy is levied on oil exploration and production entities based on the progressive rates ranging from 20% to 40% on the portion of the monthly weighted average sales price of the crude oil produced in the PRC exceeding USD 40 per barrel.
     
 
(iii)
City construction tax is levied on an entity based on its total amount of value-added tax, consumption tax and business tax.


 
114

 


8
OTHER OPERATING INCOME/(EXPENSES), NET

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Impairment losses on long-lived assets (i)
 
(164)
 
(419)
 
Fines, penalties and compensations
 
(153)
 
(13)
 
Donations
 
(20)
 
(32)
 
Gain on disposal of property, plant and equipment, net
 
541
 
361
 
Net realised and unrealised gains on derivative financial instruments not qualified as hedging
 
38
 
258
 
Ineffective portion of change in fair value of cash flow hedges
 
(8)
 
25
 
Others
 
186
 
54
     
420
 
234

 
Note:
     
 
(i)
Impairment losses recognised on property, plant and equipment of the exploration and production (“E&P”) segment were RMB 131 million for the six-month period ended 30 June 2010. These impairment losses related to certain buildings and oil and gas properties that cease to use.
     
   
Impairment losses recognised on property, plant and equipment of the refining and chemicals segments were RMB 43 million and RMB 89 million for the six-month period ended 30 June 2011 (2010: RMB 115 million and RMB 138 million), respectively. These impairment losses relate to certain refining and chemicals production facilities that were closed. The carrying values of these facilities were written down to their recoverable amounts.
     
   
Impairment losses recognised on property, plant and equipment of the marketing and distribution segment were RMB 32 million for the six-month period ended 30 June 2011 (2010: RMB 35 million). These impairment losses primarily relate to certain service stations that were closed or abandoned during the period. In measuring the amounts of impairment charges, the carrying amounts of these assets were compared to the present value of the expected future cash flows of the assets, as well as information about sales and purchases of similar properties in the same geographic area.

9
INTEREST EXPENSE

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Interest expense incurred
 
4,614
 
4,434
 
Less: Interest expense capitalised*
 
(356)
 
(729)
     
4,258
 
3,705
 
Accretion expenses (Note 28)
 
329
 
278
 
Interest expense
 
4,587
 
3,983
 
*
Interest rates per annum at which borrowing costs were capitalised for construction in progress
 
3.1% to 6.7%
 
3.0% to 6.5%

10
TAX EXPENSE
   
 
Tax expense in the consolidated income statement represents:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Current tax
       
   
Provision for the period
 
11,922
 
9,698
   
Under-provision in prior years
 
405
 
544
 
Deferred taxation (Note 24)
 
1,530
 
3,810
     
13,857
 
14,052


 
115

 


10
TAX EXPENSE (Continued)
   
 
Reconciliation between actual income tax expense and the expected income tax expense at applicable statutory tax rates is as follows:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Profit before taxation
 
58,049
 
53,839
 
Expected PRC income tax expense at a statutory tax rate of 25%
 
14,512
 
13,460
 
Tax effect of preferential tax rate (i)
 
(791)
 
(906)
 
Effect of income taxes from foreign operations in excess of taxes at the PRC statutory tax rate (i)
 
796
 
1,658
 
Tax effect of non-deductible expenses
 
105
 
89
 
Tax effect of non-taxable income
 
(937)
 
(599)
 
Tax effect of previously unrecognised tax losses and temporary differences
 
(327)
 
(285)
 
Tax effect of tax losses not recognised
 
94
 
91
 
Under-provision in prior years
 
405
 
544
 
Actual income tax expense
 
13,857
 
14,052

 
Note:
   
 
(i)
The provision for PRC current income tax is based on a statutory income tax rate of 25% of the assessable income of the Group as determined in accordance with the relevant income tax rules and regulations of the PRC, except for certain entities of the Group in the PRC that are taxed at preferential rates, and the foreign operation in the Republic of Angola (“Angola”) that is taxed at 50% of the assessable income as determined in accordance with the relevant income tax rules and regulations of Angola.

11
DIVIDENDS
   
 
Dividends payable to equity shareholders of the Company attributable to the period represent:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Interim dividends declared after the balance sheet date of RMB 0.10 per share (2010: RMB 0.08 per share)
 
8,670
 
6,936

 
Pursuant to the Company’s Articles of Association and a resolution passed at the Directors’ meeting on 26 August 2011, the directors authorised to declare the interim dividends for the year ending 31 December 2011 of RMB 0.10 (2010: RMB 0.08) per share totalling RMB 8,670 million (2010: RMB 6,936 million). Dividends declared after the balance sheet date are not recognised as a liability at the balance sheet date.
   
 
Dividends payable to equity shareholders of the Company attributable to the previous financial year, approved and paid during the period represent:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Final dividends in respect of the previous financial year, approved and paid during the period of RMB 0.13 per share (2010: RMB 0.11 per share)
 
11,271
 
9,537

 
Pursuant to the shareholders’ approval at the Annual General Meeting on 13 May 2011, a final dividend of RMB 0.13 per share totalling RMB 11,271 million in respect of the year ended 31 December 2010 was declared.
   
 
Pursuant to the shareholders’ approval at the Annual General Meeting on 18 May 2010, a final dividend of RMB 0.11 per share totalling RMB 9,537 million in respect of the year ended 31 December 2009 was declared.

 
116

 


12
OTHER COMPREHENSIVE INCOME
   
 
(a)
Tax effects relating to each component of other comprehensive income

     
Six-month period
 
Six-month period ended
     
ended 30 June 2011
 
30 June 2010
     
Before-tax
 
Tax
 
Net-of-tax
 
Before-tax
 
Tax
 
Net-of-tax
     
amount
 
expense
 
amount
 
amount
 
benefit
 
amount
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
   
Cash flow hedges
163
 
(24)
 
139
 
(24)
 
4
 
(20)
   
Available-for-sale securities
1
 
 
1
 
 
 
   
Share of other comprehensive income of associates
(63)
 
 
(63)
 
(481)
 
 
(481)
   
Foreign currency translation differences
(234)
 
 
(234)
 
(45)
 
 
(45)
   
Other comprehensive income
(133)
 
(24)
 
(157)
 
(550)
 
4
 
(546)

 
(b)
Reclassification adjustments relating to components of other comprehensive income

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Cash flow hedges:
       
 
Effective portion of changes in fair value of hedging instruments recognised during the period
 
(1,856)
 
454
 
Amounts transferred to initial carrying amount of hedged items
 
(115)
 
(133)
 
Reclassification adjustments for amounts transferred to the consolidated income statement
 
2,134
 
(345)
 
Net deferred tax (expense)/benefit recognised in other comprehensive income
 
(24)
 
4
 
Net movement during the period recognised in other comprehensive income
 
139
 
(20)
 
Available-for-sale securities:
       
 
Changes in fair value recognised during the period
 
1
 
2
 
Gain on disposal transferred to the consolidated income statement
 
 
(2)
 
Net movement during the period recognised in other comprehensive income
 
1
 
 
Share of other comprehensive income of associates:
       
 
Net movement during the period recognised in other comprehensive income
 
(63)
 
(481)
 
Foreign currency translation differences:
       
 
Net movement during the period recognised in other comprehensive income
 
(234)
 
(45)

13
BASIC AND DILUTED EARNINGS PER SHARE
   
 
The calculation of basic earnings per share for the six-month period ended 30 June 2011 is based on the profit attributable to ordinary equity shareholders of the Company of RMB 41,174 million (2010: RMB 36,798 million) and the weighted average number of shares of 86,702,527,774 (2010: 86,702,497,689) during the period.
   
 
The calculation of diluted earnings per share for the six-month period ended 30 June 2011 is based on the profit attributable to ordinary equity shareholders of the Company of RMB 41,315 million (2010: RMB 36,758 million) and the weighted average number of shares of 89,377,634,787 (2010: 87,789,858,284) calculated as follows:
   
 
(i)
Profit attributable to ordinary equity shareholders of the Company (diluted)

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Profit attributable to ordinary equity shareholders of the Company
 
41,174
 
36,798
 
After tax effect of interest expense (net of exchange gain) of the 2007 Convertible Bonds and the 2011 Convertible Bonds
 
283
 
123
 
After tax effect of unrealised gain on embedded derivative component of the 2007 Convertible Bonds
 
(142)
 
(163)
 
Profit attributable to ordinary equity shareholders of the Company (diluted)
 
41,315
 
36,758

 
(ii)
Weighted average number of shares (diluted)

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
Number of
 
Number of
     
shares
 
shares
           
 
Weighted average number of shares at 30 June
 
86,702,527,774
 
86,702,497,689
 
Effect of conversion of the 2007 Convertible Bonds
 
1,083,780,669
 
1,087,360,595
 
Effect of conversion of the 2011 Convertible Bonds
 
1,591,326,344
 
 
Weighted average number of shares (diluted) at 30 June
 
89,377,634,787
 
87,789,858,284


 
117

 

14
PROPERTY, PLANT AND EQUIPMENT
   
 
By segment

     
Exploration
     
Marketing
     
Corporate
   
     
and
     
and
     
and
   
     
production
 
Refining
 
distribution
 
Chemicals
 
others
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Cost:
                       
 
Balance at 1 January 2010
 
428,695
 
203,215
 
116,080
 
194,956
 
11,308
 
954,254
 
Additions (i)
 
812
 
47
 
373
 
2
 
54
 
1,288
 
Transferred from construction in progress
 
16,438
 
3,536
 
2,545
 
17,277
 
612
 
40,408
 
Reclassification
 
228
 
44
 
33
 
(77)
 
(228)
 
 
Contributed to a jointly controlled entity
 
 
 
 
(286)
 
 
(286)
 
Exchange adjustments
 
(120)
 
 
(29)
 
 
(11)
 
(160)
 
Reclassification to lease prepayments and other assets
 
 
(171)
 
(191)
 
 
(48)
 
(410)
 
Disposals
 
(7)
 
(198)
 
(424)
 
(260)
 
(60)
 
(949)
 
Balance at 30 June 2010
 
446,046
 
206,473
 
118,387
 
211,612
 
11,627
 
994,145
 
Balance at 1 January 2011
 
499,802
 
212,385
 
127,123
 
214,946
 
13,555
 
1,067,811
 
Additions (i)
 
475
 
27
 
991
 
116
 
118
 
1,727
 
Transferred from construction in progress
 
11,088
 
3,492
 
4,111
 
582
 
992
 
20,265
 
Reclassification
 
36
 
2,505
 
141
 
(2,408)
 
(274)
 
 
Exchange adjustments
 
(644)
 
 
(73)
 
 
(8)
 
(725)
 
Reclassification to lease prepayments and other assets
 
 
(5)
 
(228)
 
(5)
 
 
(238)
 
Disposals
 
(140)
 
(531)
 
(427)
 
(1,737)
 
(68)
 
(2,903)
 
Balance at 30 June 2011
 
510,617
 
217,873
 
131,638
 
211,494
 
14,315
 
1,085,937
                           
 
Accumulated depreciation:
                       
 
Balance at 1 January 2010
 
206,133
 
94,419
 
34,480
 
130,540
 
3,867
 
469,439
 
Depreciation charge for the period
 
15,787
 
5,521
 
2,845
 
4,103
 
412
 
28,668
 
Impairment losses for the period (Note 8 (i))
 
131
 
115
 
35
 
138
 
 
419
 
Reclassification
 
5
 
(28)
 
17
 
11
 
(5)
 
 
Exchange adjustments
 
(40)
 
 
(12)
 
 
 
(52)
 
Reclassification to lease prepayments and other assets
 
 
(29)
 
(44)
 
 
 
(73)
 
Written back on disposals
 
(7)
 
(191)
 
(320)
 
(248)
 
(58)
 
(824)
 
Balance at 30 June 2010
 
222,009
 
99,807
 
37,001
 
134,544
 
4,216
 
497,577
 
Balance at 1 January 2011
 
239,032
 
104,511
 
39,444
 
139,332
 
4,792
 
527,111
 
Depreciation charge for the period
 
16,323
 
5,664
 
3,161
 
4,092
 
539
 
29,779
 
Impairment losses for the period (Note 8 (i))
 
 
43
 
32
 
89
 
 
164
 
Reclassification
 
(3)
 
2,507
 
29
 
(2,497)
 
(36)
 
 
Exchange adjustments
 
(246)
 
 
(28)
 
 
 
(274
 
Reclassification to lease prepayments and other assets
 
 
 
(17)
 
 
 
(17)
 
Written back on disposals
 
(136)
 
(518)
 
(382)
 
(1,676)
 
(67)
 
(2,779)
 
Balance at 30 June 2011
 
254,970
 
112,207
 
42,239
 
139,340
 
5,228
 
553,984
                           
 
Net book value:
                       
 
Balance at 1 January 2010
 
222,562
 
108,796
 
81,600
 
64,416
 
7,441
 
484,815
 
Balance at 30 June 2010
 
224,037
 
106,666
 
81,386
 
77,068
 
7,411
 
496,568
 
Balance at 1 January 2011
 
260,770
 
107,874
 
87,679
 
75,614
 
8,763
 
540,700
 
Balance at 30 June 2011
 
255,647
 
105,666
 
89,399
 
72,154
 
9,087
 
531,953


 
118

 


14
PROPERTY, PLANT AND EQUIPMENT (Continued)
   
 
By asset class

             
Oil depots,
 
Plant,
   
             
storage tanks
 
machinery,
   
         
Oil and gas
 
and service
 
equipment
   
     
Buildings
 
properties
 
stations
 
and others
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                       
 
Cost:
                   
 
Balance at 1 January 2010
 
61,142
 
360,518
 
136,706
 
395,888
 
954,254
 
Additions (i)
 
47
 
803
 
34
 
404
 
1,288
 
Transferred from construction in progress
 
1,326
 
16,163
 
3,157
 
19,762
 
40,408
 
Reclassification
 
651
 
(9)
 
384
 
(1,026)
 
 
Contributed to a jointly controlled entity
 
(286)
 
 
 
 
(286)
 
Exchange adjustments
 
(12)
 
(120)
 
(21)
 
(7)
 
(160)
 
Reclassification to lease prepayments and other assets
 
(244)
 
 
(136)
 
(30)
 
(410)
 
Disposals
 
(87)
 
 
(219)
 
(643)
 
(949)
 
Balance at 30 June 2010
 
62,537
 
377,355
 
139,905
 
414,348
 
994,145
 
Balance at 1 January 2011
 
66,253
 
421,600
 
153,857
 
426,101
 
1,067,811
 
Additions (i)
 
77
 
446
 
935
 
269
 
1,727
 
Transferred from construction in progress
 
355
 
10,702
 
3,606
 
5,602
 
20,265
 
Reclassification
 
476
 
15
 
33
 
(524)
 
 
Exchange adjustments
 
(34)
 
(644)
 
(18)
 
(29)
 
(725)
 
Reclassification to lease prepayments and other assets
 
(9)
 
 
(220)
 
(9)
 
(238)
 
Disposals
 
(66)
 
 
(320)
 
(2,517)
 
(2,903)
 
Balance at 30 June 2011
 
67,052
 
432,119
 
157,873
 
428,893
 
1,085,937
                       
 
Accumulated depreciation:
                   
 
Balance at 1 January 2010
 
30,192
 
174,797
 
34,206
 
230,244
 
469,439
 
Depreciation charge for the period
 
1,187
 
14,220
 
3,326
 
9,935
 
28,668
 
Impairment losses for the period
 
19
 
59
 
39
 
302
 
419
 
Reclassification
 
132
 
(2)
 
57
 
(187)
 
 
Exchange adjustments
 
(4)
 
(40)
 
(8)
 
 
(52)
 
Reclassification to lease prepayments and other assets
 
(29)
 
 
(37)
 
(7)
 
(73)
 
Written back on disposals
 
(72)
 
 
(165)
 
(587)
 
(824)
 
Balance at 30 June 2010
 
31,425
 
189,034
 
37,418
 
239,700
 
497,577
 
Balance at 1 January 2011
 
33,044
 
204,555
 
40,501
 
249,011
 
527,111
 
Depreciation charge for the period
 
1,241
 
14,462
 
3,719
 
10,357
 
29,779
 
Impairment losses for the period
 
22
 
 
25
 
117
 
164
 
Reclassification
 
101
 
14
 
2
 
(117)
 
 
Exchange adjustments
 
(10)
 
(246)
 
(7)
 
(11)
 
(274)
 
Reclassification to lease prepayments and other assets
 
(1)
 
 
(16)
 
 
(17)
 
Written back on disposals
 
(57)
 
 
(282)
 
(2,440)
 
(2,779)
 
Balance at 30 June 2011
 
34,340
 
218,785
 
43,942
 
256,917
 
553,984
                       
 
Net book value:
                   
 
Balance at 1 January 2010
 
30,950
 
185,721
 
102,500
 
165,644
 
484,815
 
Balance at 30 June 2010
 
31,112
 
188,321
 
102,487
 
174,648
 
496,568
 
Balance at 1 January 2011
 
33,209
 
217,045
 
113,356
 
177,090
 
540,700
 
Balance at 30 June 2011
 
32,712
 
213,334
 
113,931
 
171,976
 
531,953

 
Note:
   
 
(i)
The additions to the exploration and production segment and oil and gas properties for the six-month period ended 30 June 2011 included RMB 446 million (2010: RMB 803 million) of the estimated dismantlement costs for site restoration (Note 28).


 
119

 


15
CONSTRUCTION IN PROGRESS

     
Exploration
     
Marketing
     
Corporate
   
     
and
     
and
     
and
   
     
production
 
Refining
 
distribution
 
Chemicals
 
others
 
Total
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Balance at 1 January 2010
 
46,886
 
13,637
 
17,332
 
38,589
 
3,931
 
120,375
 
Additions
 
19,229
 
4,776
 
7,278
 
6,579
 
317
 
38,179
 
Transferred to a jointly controlled entity
 
 
 
 
(17,459)
 
 
(17,459)
 
Dry hole costs written off
 
(2,504)
 
 
 
 
 
(2,504)
 
Transferred to property, plant and equipment
 
(16,438)
 
(3,536)
 
(2,545)
 
(17,277)
 
(612)
 
(40,408)
 
Reclassification to lease prepayments and other assets
 
(18)
 
(79)
 
(593)
 
(1,167)
 
(336)
 
(2,193)
 
Exchange adjustment
 
(26)
 
 
 
 
 
(26)
 
Balance at 30 June 2010
 
47,129
 
14,798
 
21,472
 
9,265
 
3,300
 
95,964
 
Balance at 1 January 2011
 
30,374
 
20,675
 
27,312
 
8,985
 
2,253
 
89,599
 
Additions
 
19,722
 
3,657
 
8,482
 
3,100
 
857
 
35,818
 
Dry hole costs written off
 
(2,342)
 
 
 
 
 
(2,342)
 
Transferred to property, plant and equipment
 
(11,088)
 
(3,492)
 
(4,111)
 
(582)
 
(992)
 
(20,265)
 
Reclassification to lease prepayments and other assets
 
(20)
 
(43)
 
(1,417)
 
(16)
 
 
(1,496)
 
Exchange adjustment
 
(15)
 
 
 
 
 
(15)
 
Balance at 30 June 2011
 
36,631
 
20,797
 
30,266
 
11,487
 
2,118
 
101,299

 
As at 30 June 2011, the amount of capitalised cost of exploratory wells included in construction in progress related to the exploration and production segment was RMB 9,325 million (2010: RMB 10,652 million). The geological and geophysical costs paid during the six-month period ended 30 June 2011 were RMB 2,410 million (2010: RMB 2,122 million).
   
16
GOODWILL

     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Cost:
       
 
Balance at 1 January
 
15,955
 
15,554
 
Additions
 
497
 
135
 
Exchange adjustment
 
(20)
 
(8)
 
Balance at 30 June
 
16,432
 
15,681
 
Accumulated impairment losses:
       
 
Balance at 1 January and 30 June
 
(7,657)
 
(1,391)
 
Net book value:
       
 
Balance at 1 January
 
8,298
 
14,163
 
Balance at 30 June
 
8,775
 
14,290

 
Impairment tests for cash-generating units containing goodwill
 
Goodwill is allocated to the following Group’s cash-generating units:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Sinopec Beijing Yanshan Branch (“Sinopec Yanshan”)
 
1,157
 
1,157
 
Sinopec Zhenhai Refining and Chemical Branch (“Sinopec Zhenhai”)
 
4,043
 
4,043
 
Hong Kong service stations
 
875
 
895
 
Multiple units without individual significant goodwill
 
2,700
 
2,203
     
8,775
 
8,298

 
Goodwill represents the excess of the cost of purchase over the fair value of the underlying assets and liabilities. The recoverable amounts of Sinopec Yanshan, Sinopec Zhenhai and Hong Kong service stations are determined based on value in use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a one-year period and forecast on market supply and demand for the second to the fifth year based on market research performed by an external research institution. Cash flows beyond the five-year period are maintained constant. The pre-tax discount rates primarily ranging from 15.1% to 16.7% (2010: 15.2% to 16.8%).
   
 
Key assumptions used for the value in use calculations for these entities are the gross margin and sales volume. Management determined the budgeted gross margin based on the gross margin achieved in the period immediately before the budget period and management’s expectation on the future trend of the prices of crude oil and petrochemical products. The sales volume was based on the production capacity and/or the sales volume in the period immediately before the budget period, and the forecast on market supply and demand based on market research performed by an external research institution. Management believes any reasonably possible change in the key assumptions on which these entities’ recoverable amounts are based would not cause these entities’ carrying amounts to exceed their recoverable amounts.


 
120

 

 

17
INTEREST IN ASSOCIATES

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Share of net assets
 
23,592
 
22,815

 
The Group’s investments in associates are with companies primarily engaged in the oil and gas, petrochemical, and marketing and distribution operations in the PRC. These investments are individually and in the aggregate not material to the Group’s financial condition or results of operations for all periods presented. The principal investments in associates, all of which are incorporated in the PRC, are as follows:

                 
Percentage
   
             
Percentage
 
of equity
   
     
Form of
     
of equity
 
held by the
   
     
business
 
Particulars of issued
 
held by the
 
Company’s
   
 
Name of company
 
structure
 
and paid up capital
 
Company
 
subsidiaries
 
Principal activities
             
%
 
%
   
                       
 
Sinopec Finance Company Limited
 
Incorporated
 
Registered capital
RMB 8,000,000,000
 
49.00
 
 
Provision of non-banking financial services
 
China Aviation Oil Supply Company Limited
 
Incorporated
 
Registered capital
RMB 3,800,000,000
 
 
29.00
 
Marketing and distribution of refined
petroleum products
 
Zhongtian Synergetic Energy Company Limited
 
Incorporated
 
Registered capital
RMB 4,492,660,400
 
38.75
 
 
Manufacturing of coal-chemical products
 
Shanghai Chemical Industry Park Development Company Limited
 
Incorporated
 
Registered capital
RMB 2,372,439,000
 
 
38.26
 
Planning, development and operation of the Chemical Industry Park in Shanghai, the PRC
 
Shanghai Petroleum Company Limited
 
Incorporated
 
Registered capital
RMB 900,000,000
 
30.00
 
 
Exploration and production of crude oil and natural gas

18
INTEREST IN JOINTLY CONTROLLED ENTITIES

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Share of net assets
 
20,368
 
20,199

 
The Group’s principal interests in jointly controlled entities are primarily engaged in the refining and chemical operations in the PRC as follows:

                 
Percentage
   
             
Percentage
 
of equity
   
     
Form of
     
of equity
 
held by the
   
     
business
 
Particulars of issued
 
held by the
 
Company’s
   
 
Name of company
 
structure
 
and paid up capital
 
Company
 
subsidiaries
 
Principal activities
             
%
 
%
   
                       
 
Shanghai Secco Petrochemical Company Limited
 
Incorporated
 
Registered capital
USD 901,440,964
 
30.00
 
20.00
 
Manufacturing and distribution of petrochemical products
 
BASF-YPC Company Limited
 
Incorporated
 
Registered capital
RMB 13,633,770,000
 
30.00
 
10.00
 
Manufacturing and distribution of petrochemical products
 
Fujian Refining and Petrochemical Company Limited
 
Incorporated
 
Registered capital
RMB 12,806,000,000
 
 
50.00
 
Manufacturing and distribution of petrochemical products
 
Sinopec SABIC Tianjin Petrochemical Company Limited
 
Incorporated
 
Registered capital
RMB 6,120,000,000
 
50.00
 
 
Manufacturing and distribution of petrochemical products

 
The Group’s effective interest share of the jointly controlled entities’ results of operation, financial condition and cash flows are as follows:

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Results of operation:
       
 
Operating revenue
 
35,005
 
28,123
 
Expenses
 
(33,658)
 
(27,109)
 
Net profit
 
1,347
 
1,014
           
     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Financial condition:
       
 
Current assets
 
16,635
 
15,677
 
Non-current assets
 
38,062
 
39,274
 
Current liabilities
 
(10,682)
 
(11,239)
 
Non-current liabilities
 
(23,647)
 
(23,513)
 
Net assets
 
20,368
 
20,199


 
121

 


18
INTEREST IN JOINTLY CONTROLLED ENTITIES (Continued)

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Cash flows:
       
 
Net cash (used in)/generated from operating activities
 
(1,104)
)
1,444
 
Net cash used in investing activities
 
(1,333)
)
(8,644)
 
Net cash generated from financing activities
 
2,508
 
7,666
 
Net increase in cash and cash equivalents
 
71
 
466

19
INVESTMENTS

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Available-for-sale financial assets
       
   
Equity securities, listed and at quoted market price
 
53
 
52
   
Investment in other available-for-sale securities
 
500
 
 
Investments in equity securities, unlisted and at cost
 
1,926
 
2,207
     
2,479
 
2,259
 
Less: Impairment losses for investments
 
(180)
 
(184)
     
2,299
 
2,075

 
Unlisted investments represent the Group’s interests in PRC privately owned enterprises which are mainly engaged in non-oil and gas activities and operations.
   
20
LONG-TERM PREPAYMENTS AND OTHER ASSETS
   
 
Long-term prepayments and other assets primarily represent prepaid rental expenses over one year, computer software, catalysts and operating rights of service stations.
   
21
TRADE ACCOUNTS RECEIVABLE, NET AND BILLS RECEIVABLE

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Amounts due from third parties
 
53,192
 
33,681
 
Amounts due from Sinopec Group Company and fellow subsidiaries
 
6,331
 
1,848
 
Amounts due from associates and jointly controlled entities
 
7,168
 
8,886
     
66,691
 
44,415
 
Less: Impairment losses for bad and doubtful debts
 
(1,277)
 
(1,322)
 
Trade accounts receivable, net
 
65,414
 
43,093
 
Bills receivable
 
25,113
 
15,950
     
90,527
 
59,043

 
The ageing analysis of trade accounts and bills receivables (net of impairment losses for bad and doubtful debts) is as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Within one year
 
90,434
 
58,987
 
Between one and two years
 
62
 
36
 
Between two and three years
 
23
 
11
 
Over three years
 
8
 
9
     
90,527
 
59,043

 
Impairment losses for bad and doubtful debts are analysed as follows:

     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Balance at 1 January
 
1,322
 
1,921
 
Impairment losses recognised for the period
 
3
 
15
 
Reversal of impairment losses
 
(25)
 
(26)
 
Written off
 
(23)
 
(3)
 
Balance at 30 June
 
1,277
 
1,907

 
Sales are generally on a cash term. Credit is generally only available for major customers with well-established trading records. Amounts due from Sinopec Group Company and fellow subsidiaries are repayable under the same terms.
   
 
Trade accounts and bills receivables (net of impairment losses for bad and doubtful debts) primarily represent receivables that are neither past due nor impaired. These receivables relate to a wide range of customers for whom there is no recent history of default.


 
122

 


22
INVENTORIES

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Crude oil and other raw materials
 
119,529
 
84,428
 
Work in progress
 
14,352
 
13,089
 
Finished goods
 
73,278
 
55,945
 
Spare parts and consumables
 
4,099
 
4,175
     
211,258
 
157,637
 
Less: Allowance for diminution in value of inventories
 
(3,296)
 
(1,091)
     
207,962
 
156,546

 
The cost of inventories recognised as an expense in the consolidated income statement amounted to RMB 1,023,633 million for the six-month period ended 30 June 2011 (2010: RMB 762,180 million), which includes the write-down of inventories of RMB 2,714 million (2010: RMB 347 million) that primarily related to the refining and chemicals segments, and the reversal of write-down of inventories made in prior years of RMB 509 million (2010: RMB 289 million), that mainly was due to the sales of inventories. The write-down of inventories and the reversal of write-down of inventories were recorded in purchased crude oil, products and operating supplies and expenses in the consolidated income statement.
   
23
PREPAID EXPENSES AND OTHER CURRENT ASSETS

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Advances to third parties
 
1,055
 
937
 
Amounts due from Sinopec Group Company and fellow subsidiaries
 
2,342
 
930
 
Amounts due from associates and jointly controlled entities
 
1,359
 
2,460
 
Other receivables
 
830
 
858
 
Loans and receivables
 
5,586
 
5,185
 
Purchase deposits and other assets
 
4,942
 
4,469
 
Prepayments in connection with construction work and equipment purchases
 
3,356
 
988
 
Prepaid value-added tax and customs duty
 
13,734
 
13,072
 
Financial assets held for trading
 
300
 
2,450
 
Available-for-sale financial assets
 
700
 
 
Derivative financial instruments hedging
 
1,233
 
148
 
Derivative financial instruments non-hedging
 
120
 
188
     
29,971
 
26,500

24
DEFERRED TAX ASSETS AND LIABILITIES
   
 
Deferred tax assets and deferred tax liabilities are attributable to the items detailed in the table below:

     
Assets
 
Liabilities
 
Net balance
     
At 30
 
At 31
 
At 30
 
At 31
 
At 30
 
At 31
     
June
 
December
 
June
 
December
 
June
 
 December
     
2011
 
2010
 
2011
 
2010
 
2011
 
2010
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
                           
 
Current
                       
 
Receivables and inventories
 
3,701
 
3,507
 
 
 
3,701
 
3,507
 
Accruals
 
1,604
 
1,588
 
 
 
1,604
 
1,588
 
Cash flow hedges
 
7
 
31
 
 
 
7
 
31
 
Non-current
                       
 
Property, plant and equipment
 
6,940
 
7,961
 
(765)
 
(794)
 
6,175
 
7,167
 
Accelerated depreciation
 
 
 
(14,372)
 
(14,142)
 
(14,372)
 
(14,142)
 
Tax value of losses carried forward
 
1,799
 
2,116
 
 
 
1,799
 
2,116
 
Embedded derivative component of the 2007 Convertible Bonds
 
 
 
(112)
 
(64)
 
(112)
 
(64)
 
Others
 
37
 
29
 
(17)
 
(17)
 
20
 
12
 
Deferred tax assets/(liabilities)
 
14,088
 
15,232
 
(15,266)
 
(15,017)
 
(1,178)
 
215

 
As at 30 June 2011, certain subsidiaries of the Company did not recognise the tax value of losses carried forward of RMB 4,116 million (2010: RMB 4,215 million), of which RMB 376 million (2010: 364 million) was incurred for the six-month period ended 30 June 2011, because it was not probable that the related tax benefit will be realised. The tax value of these losses carried forward of RMB 60 million, RMB 377 million, RMB 2,574 million, RMB 362 million, RMB 367 million and RMB 376 million will expire in 2011, 2012, 2013, 2014, 2015 and 2016, respectively.
   
 
Periodically, management performed assessment on the probability that taxable profit will be available over the period which the deferred tax assets can be realised or utilised. In assessing the probability, both positive and negative evidence was considered, including whether it is probable that the operations will have future taxable profits over the periods which the deferred tax assets are deductible or utilised and whether the tax losses result from identifiable causes which are unlikely to recur.


 
123

 


24
DEFERRED TAX ASSETS AND LIABILITIES (Continued)
   
 
Movements in the deferred tax assets and liabilities are as follows:

         
Recognised in
 
Recognised
   
     
Balance at
 
consolidated
 
in other
 
Balance at
     
1 January
 
income
 
comprehensive
 
30 June
     
2010
 
statement
 
income
 
2010
     
RMB
 
RMB
 
RMB
 
RMB
     
millions
 
millions
 
millions
 
millions
                   
 
Current
               
 
Receivables and inventories
 
3,207
 
320
 
 
3,527
 
Accruals
 
815
 
(163)
 
 
652
 
Cash flow hedges
 
(11)
 
 
4
 
(7)
 
Non-current
               
 
Property, plant and equipment
 
4,423
 
(174)
 
 
4,249
 
Accelerated depreciation
 
(8,410)
 
(2,642)
 
 
(11,052)
 
Tax value of losses carried forward
 
3,954
 
(1,099)
 
 
2,855
 
Embedded derivative component of the 2007 Convertible Bonds
 
(96)
 
(55)
 
 
(151)
 
Others
 
94
 
3
 
 
97
 
Net deferred tax assets
 
3,976
 
(3,810)
 
4
 
170

         
Recognised in
 
Recognised
   
     
Balance at
 
consolidated
 
in other
 
Balance at
     
1 January
 
income
 
comprehensive
 
30 June
     
2011
 
statement
 
income
 
2011
     
RMB
 
RMB
 
RMB
 
RMB
     
millions
 
millions
 
millions
 
millions
                   
 
Current
               
 
Receivables and inventories
 
3,507
 
194
 
 
3,701
 
Accruals
 
1,588
 
16
 
 
1,604
 
Cash flow hedges
 
31
 
 
(24)
 
7
 
Non-current
               
 
Property, plant and equipment
 
7,167
 
(992)
 
 
6,175
 
Accelerated depreciation
 
(14,142)
 
(391)
 
161
 
(14,372)
 
Tax value of losses carried forward
 
2,116
 
(317)
 
 
1,799
 
Embedded derivative component of the 2007 Convertible Bonds
 
(64)
 
(48)
 
 
(112)
 
Others
 
12
 
8
 
 
20
 
Net deferred tax assets/(liabilities)
 
215
 
(1,530)
 
137
 
(1,178)
 
25
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES
   
 
Short-term debts represent:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Third parties’ debts
       
 
Short-term bank loans
 
17,688
 
11,380
 
Current portion of long-term bank loans
 
3,869
 
4,554
 
Current portion of long-term corporate bonds
 
30,000
 
 
Current portion of long-term other loans
 
85
 
85
     
33,954
 
4,639
 
Corporate bonds (Note (a))
 
5,000
 
1,000
     
56,642
 
17,019
 
Loans from Sinopec Group Company and fellow subsidiaries
       
 
Short-term loans
 
17,738
 
17,918
 
Current portion of long-term loans
 
40
 
891
     
17,778
 
18,809
     
74,420
 
35,828

 
The Group’s weighted average interest rate on short-term loans was 1.4% (2010: 2.7%) at 30 June 2011.


 
124

 


25
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)
   
 
Long-term debts comprise:

         
At 30 June
 
At 31 December
     
Interest rate and final maturity
 
2011
 
2010
         
RMB millions
 
RMB millions
               
 
Third parties’ debts
           
 
Long-term bank loans
           
 
Renminbi denominated
 
Interest rates ranging from interest free to 5.64% per annum at 30 June 2011 with maturities through 2025
 
22,071
 
23,161
 
Japanese Yen denominated
 
Interest rates ranging from 2.6% to 2.94% per annum at 30 June 2011 with maturities through 2024
 
1,317
 
1,488
 
US Dollar denominated
 
Interest rates ranging from interest free to 1.55% per annum at 30 June 2011 with maturities through 2031
 
453
 
972
 
Euro denominated
 
Fixed interest rate at 6.56% per annum at 31 December 2010
 
 
27
         
23,841
 
25,648
 
Long-term other loans
           
 
Renminbi denominated
 
Interest free per annum at 30 June 2011 with maturities through 2011
 
222
 
250
 
US Dollar denominated
 
Interest rate at 4.89% per annum at 30 June 2011 with maturities through 2015
 
15
 
26
         
237
 
276
 
Corporate bonds
           
 
Renminbi denominated
 
Fixed interest rate at 4.61% per annum at 30 June2011 with maturity in February 2014 (Note(b))
 
3,449
 
3,500
     
Fixed interest rate at 4.20% per annum at 30 June2011 with maturity in May 2017 (Note(b))
 
5,000
 
5,000
     
Fixed interest rate at 5.40% per annum at 30 June2011 with maturity in November 2012 (Note(b))
 
8,500
 
8,500
     
Fixed interest rate at 5.68% per annum at 30 June2011 with maturity in November 2017 (Note(b))
 
11,500
 
11,500
     
Fixed interest rate at 2.25% per annum at 30 June2011 with maturity in March 2012 (Note(b))
 
10,000
 
10,000
     
Fixed interest rate at 2.48% per annum at 30 June 2011 with maturity in June 2012 (Note(b))
 
20,000
 
20,000
     
Fixed interest rate at 3.75% per annum at 30 June 2011 with maturity in May 2015 (Note(b))
 
11,000
 
11,000
     
Fixed interest rate at 4.05% per annum at 30 June 2011 with maturity in May 2020 (Note(b))
 
9,000
 
9,000
         
78,449
 
78,500
 
Convertible bonds
           
 
Hong Kong Dollar denominated
 
Zero coupon convertible bonds with maturity in April 2014 (Note(c))
 
10,474
 
10,667
 
Renminbi denominated
 
Bonds with Warrants with fixed interest rate at 0.8% per annum and maturity in February 2014 (Note(d))
 
26,589
 
26,013
     
Convertible bonds with interest rate at 0.5% per annum at 30 June 2011 and maturity in February 2017 (Note(e))
 
19,584
 
         
56,647
 
36,680
 
Total third parties’ long-term debts
     
159,174
 
141,104
 
Less: Current portion
     
(33,954)
 
(4,639)
         
125,220
 
136,465
 
Long-term loans from Sinopec Group Company and fellow subsidiaries
           
 
Renminbi denominated
 
Interest rates ranging from interest free to 6.4% per annum at 30 June 2011 with maturities through 2020
 
38,267
 
37,760
 
US Dollar denominated
 
Fixed interest rates at 0.92% per annum at 31 December 2010
 
 
741
 
Less: Current portion
     
(40)
 
(891)
         
38,227
 
37,610
         
163,447
 
174,075

 
Short-term and long-term debts and loans from Sinopec Group Company and fellow subsidiaries, other than the 2007 Convertible Bonds (Note (c)), are primarily unsecured and carried at amortised cost.


 
125

 


25
SHORT-TERM AND LONG-TERM DEBTS AND LOANS FROM SINOPEC GROUP COMPANY AND FELLOW SUBSIDIARIES (Continued)
   
 
Notes:
   
 
(a)
A subsidiary of the Company issued one-year corporate bonds of face value RMB 1 billion to corporate investors in the PRC debenture market on 22 June 2010 at par value of RMB 100. The effective yield of the one-year corporate bonds is 3.27% per annum. The subsidiary redeemed the corporate bonds in June 2011.
     
   
The Company issued 180-day corporate bonds of face value RMB 5 billion to corporate investors in the PRC debenture market on 17 February 2011 at par value of RMB 100. The effective yield of the 180-day corporate bonds is 3.90% per annum. The corporate bonds mature in August 2011.
     
 
(b)
These corporate bonds are guaranteed by Sinopec Group Company.
     
 
(c)
On 24 April 2007, the Company issued zero coupon convertible bonds due 2014 with an aggregate principal amount of HKD11.7 billion (the “2007 Convertible Bonds”). The holders can convert the 2007 Convertible Bonds into shares of the Company from 4 June 2007 onwards at a price of HKD10.76 per share, subject to adjustment for, amongst other things, subdivision or consolidation of shares, bonus issues, rights issues, capital distribution, change of control and other events, which have a dilutive effect on the issued share capital of the Company (the “Conversion component”). Unless previously redeemed, converted or purchased and cancelled, the 2007 Convertible Bonds will be redeemed on the maturity date at 121.069% of the principal amount. The Company has an early redemption option at any time after 24 April 2011 (subject to certain criteria) (the “Early Redemption Option”) and a cash settlement option when the holders exercise their conversion right (the “Cash Settlement Option”).
     
   
During the six-month period ended 30 June 2011, the Company redeemed part of the 2007 Convertible Bonds upon certain holders’ request, with the principal amount of HKD 39 million.
     
   
As at 30 June 2011, the carrying amounts of the liability component and the derivative component, representing the Conversion component, the Early Redemption Option and the Cash Settlement Option, of the 2007 Convertible Bonds were RMB 10,332 million (2010: RMB 10,326 million) and RMB 142 million (2010: RMB 340 million), respectively. No conversion of the 2007 Convertible Bonds has occurred up to 30 June 2011.
     
   
As at 30 June 2011 and 31 December 2010, the fair value of the derivative component of the 2007 Convertible Bonds was calculated using the Black-Scholes Model. The following are the major inputs used in the Black-Scholes Model:

     
At 30 June
 
At 31 December
     
2011
 
2010
           
 
Stock price of underlying shares
 
HKD 7.83
 
HKD 7.44
 
Conversion price
 
HKD 10.76
 
HKD 10.76
 
Option adjusted spread
 
150 basis points
 
125 basis points
 
Average risk free rate
 
0.79%
 
1.46%
 
Average expected life
 
1.3 years
 
1.8 years

 
Any change in the major inputs into the Black-Sholes Model will result in changes in the fair value of the derivative component. The changes in the fair value of the conversion option from 31 December 2010 to 30 June 2011 resulted in an unrealised gain of RMB 190 million (2010: RMB 218 million), which has been recorded in the “finance costs” section of the consolidated income statement for the six-month period ended 30 June 2011.
   
 
The initial carrying amount of the liability component of the 2007 Convertible Bonds is the residual amount, which is after deducting the allocated issuance cost of the 2007 Convertible Bonds relating to the liability component and the fair value of the derivative component as at 24 April 2007. Interest expense is calculated using the effective interest method by applying the effective interest rate of 4.19% to the adjusted liability component. Should the aforesaid derivative component not been separated out and the entire 2007 Convertible Bonds been considered as the liability component, the effective interest rate would have been 3.03%.
   
(d)
On 26 February 2008, the Company issued bonds with stock warrants due 2014 with an aggregate principal amount of RMB 30 billion in the PRC (the “Bonds with Warrants”). The Bonds with Warrants, which bear a fixed interest rate of 0.80% per annum payable annually, were issued at par value of RMB 100. The Bonds with Warrants are guaranteed by Sinopec Group Company. Every ten Bonds with Warrants are entitled to warrants to subscribe 50.5 A shares of the Company. The warrants were exercisable during the five trading days between 25 February and 3 March 2010.
   
 
During the year ended 31 December 2010, 188,292 units of warrants were exercised at an exercise price of RMB 19.15 per share (Note 29) and the remaining warrants were expired.
   
 
The initial recognition of the liability component of the Bond with Warrants is measured as the present value of the future interest and principal payments, discounted at the market rate of interest applicable at the time of initial recognition to similar liabilities that do not have a conversion option (“market interest rate”). Interest expense is calculated using the effective interest method by applying the market interest rate of 5.40% to the liability component. Upon the expiry of the warrants, the amount initially recognised as the equity component in capital reserve of RMB 6,879 million was transferred to share premium.
   
(e)
On 1 March 2011, the Company issued convertible bonds due 2017 with an aggregate principal amount of RMB 23 billion in the PRC (the “2011 Convertible Bonds”). The 2011 Convertible Bonds are issued at par value of RMB 100 and bear a fixed interest rate of 0.5% per annum payable annually for the first year, 0.7% for the second year, 1.0% for the third year, 1.3% for the fourth year, 1.8% for the fifth year and 2.0% for the sixth year. The holders can convert the 2011 Convertible Bonds into shares of the Company from 24 August 2011 onwards at an initial exercise price of RMB 9.73 per share, subject to adjustment for, amongst other things, cash dividends, subdivision or consolidation of shares, bonus issues, rights issues, capital distribution, change of control and other events which have a dilutive effect on the issued share capital of the Company. Unless previously redeemed, converted or purchased and cancelled, the 2011 Convertible Bonds will be redeemed within 5 trading days after maturity at 107% of the principal amount, including interest for the sixth year.
   
 
As at 30 June 2011, the exercise price of the 2011 Convertible Bonds was adjusted to RMB 9.60 per share as a result of the final dividend in respect of the year ended 31 December 2010 declared during the six-month period ended 30 June 2011.
   
 
The initial recognition of the liability component of the 2011 Convertible Bonds is measured as the present value of the future interest and principal payments, discounted at the market interest rate. Interest expense is calculated using the effective interest method by applying the market interest rate of 5.10% to the liability component. The excess of proceeds from the issuance of the 2011 Convertible Bonds, net of issuance costs, over the amount initially recognised as the liability component is recognised as the equity component in capital reserve. Should the equity component not be separated out and the entire 2011 Convertible Bonds are considered as the liability component, the effective interest rate would have been 2.07%. The initial carrying amounts of liability and equity components of the 2011 Convertible Bonds were RMB 19,279 million and RMB 3,610 million upon issuance, respectively.


 
126

 


26
TRADE ACCOUNTS AND BILLS PAYABLES

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Amounts due to third parties
 
157,478
 
120,224
 
Amounts due to Sinopec Group Company and fellow subsidiaries
 
9,418
 
6,613
 
Amounts due to associates and jointly controlled entities
 
4,163
 
5,691
     
171,059
 
132,528
 
Bills payable
 
4,301
 
3,818
 
Trade account and bills payables measured at amortised cost
 
175,360
 
136,346

 
The maturities of trade accounts and bills payables are as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Due within 1 month or on demand
 
140,432
 
97,358
 
Due after 1 month but within 6 months
 
34,734
 
38,864
 
Due after 6 months
 
194
 
124
     
175,360
 
136,346

27
ACCRUED EXPENSES AND OTHER PAYABLES

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Accrued expenditures
 
45,842
 
44,113
 
Advances from third parties
 
3,819
 
3,336
 
Amounts due to Sinopec Group Company and fellow subsidiaries
 
8,653
 
9,309
 
Others
 
8,148
 
7,169
 
Financial liabilities carried at amortised costs
 
66,462
 
63,927
 
Taxes other than income tax
 
29,441
 
31,827
 
Receipts in advance
 
44,154
 
56,261
 
Provision for onerous contracts for purchases of crude oil (Note)
 
3,200
 
 
Derivative financial instruments hedging
 
160
 
907
 
Derivative financial instruments non-hedging
 
302
 
556
     
143,719
 
153,478

 
Note:
As at 30 June 2011, the Group has entered into certain non-cancellable purchase contracts of crude oil for delivery in the six-month period ending 31 December 2011. Due to the high purchase costs of crude oil, the Group determined that the economic benefits to be derived from processing the crude oil under these purchase contracts would be lower than the unavoidable cost of meeting the Group’s obligations under these purchase contracts. Consequently, a provision for onerous contracts of RMB 3,200 million was recognised in accordance with the policy set out in Note 2(r) as at 30 June 2011.
     
28
PROVISIONS
   
 
Provisions primarily represent provision for future dismantlement costs of oil and gas properties. The Group has committed to the PRC government to establish certain standardised measures for the dismantlement of its oil and gas properties by making reference to the industry practices and is thereafter constructively obligated to take dismantlement measures of its oil and gas properties.
   
 
Movement of provision of the Group’s obligations for the dismantlement of its oil and gas properties is as follow:

     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Balance at 1 January
 
15,510
 
11,789
 
Provision for the period
 
446
 
803
 
Accretion expenses
 
329
 
278
 
Utilised
 
 
(26)
 
Exchange adjustment
 
(6)
 
 
Balance at 30 June
 
16,279
 
12,844


 
127

 


29
SHARE CAPITAL

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Registered, issued and fully paid
       
 
69,922,039,774 listed A shares of RMB 1.00 each
 
69,922
 
69,922
 
16,780,488,000 listed H shares of RMB 1.00 each
 
16,780
 
16,780
     
86,702
 
86,702

 
The Company was established on 25 February 2000 with a registered capital of 68.8 billion domestic state-owned shares with a par value of RMB 1.00 each. Such shares were issued to Sinopec Group Company in consideration for the assets and liabilities of the Predecessor Operations transferred to the Company (Note 1).
   
 
Pursuant to the resolutions passed at an Extraordinary General Meeting held on 25 July 2000 and approvals from relevant government authorities, the Company is authorised to increase its share capital to a maximum of 88.3 billion shares with a par value of RMB 1.00 each and offer not more than 19.5 billion shares with a par value of RMB 1.00 each to investors outside the PRC. Sinopec Group Company is authorised to offer not more than 3.5 billion shares of its shareholdings in the Company to investors outside the PRC. The shares sold by Sinopec Group Company to investors outside the PRC would be converted into H shares.
   
 
In October 2000, the Company issued 15,102,439,000 H shares with a par value of RMB 1.00 each, representing 12,521,864,000 H shares and 25,805,750 American Depositary Shares (“ADSs”, each representing 100 H shares), at prices of HKD1.59 per H share and USD20.645 per ADS, respectively, by way of a global initial public offering to Hong Kong and overseas investors. As part of the global initial public offering, 1,678,049,000 domestic state-owned ordinary shares of RMB 1.00 each owned by Sinopec Group Company were converted into H shares and sold to Hong Kong and overseas investors.
   
 
In July 2001, the Company issued 2.8 billion domestic listed A shares with a par value of RMB 1.00 each at RMB 4.22 by way of a public offering to natural persons and institutional investors in the PRC.
   
 
On 25 September 2006, the shareholders of listed A shares accepted the proposal offered by the shareholders of state-owned A shares whereby the shareholders of state-owned A shares agreed to transfer 2.8 state-owned A shares to shareholders of listed A shares for every 10 listed A shares they held, in exchange for the approval for the listing of all state-owned A shares. In October 2006, 67,121,951,000 domestic state-owned A shares became listed A shares.
   
 
On 3 March 2010, the Company issued 88,774 domestic listed A shares with a par value of RMB 1.00 each at RMB 19.15 as a result of exercise of 188,292 warrants entitled to the Bonds with Warrants (Note 25(d)) with a net proceeds of RMB 1,700,022.
   
 
All A shares and H shares rank pari passu in all material aspects.
   
 
Capital management
 
Management optimises the structure of the Group’s capital, which comprises of equity and loans. In order to maintain or adjust the capital structure of the Group, management may cause the Group to issue new shares, adjust the capital expenditure plan, sell assets to reduce debt, or adjust the proportion of short-term and long-term loans. Management monitors capital on the basis of the debt-to-equity ratio, which is calculated by dividing long-term loans (excluding current portion), including long-term debts and loans from Sinopec Group Company and fellow subsidiaries, by the total of equity attributable to equity shareholders of the Company and long-term loans (excluding current portion), and liability-to-asset ratio, which is calculated by dividing total liabilities by total assets. Management’s strategy is to make appropriate adjustments according to the Group’s operating and investment needs and the changes of market conditions, and to maintain the debt-to-equity ratio and the liability-to-asset ratio of the Group at a range considered reasonable. As at 30 June 2011, the debt-to-equity ratio and the liability-to-asset ratio of the Group were 26.5% (2010: 29.3%) and 55.0% (2010: 54.7%), respectively.
   
 
The schedule of the contractual maturities of loans and commitments are disclosed in Notes 25 and 30, respectively.
   
 
There were no changes in the management’s approach to capital management during the period. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.


 
128

 


30
COMMITMENTS AND CONTINGENT LIABILITIES
   
 
Operating lease commitments
 
The Group leases land and buildings, service stations and other equipment through non-cancellable operating leases. These operating leases do not contain provisions for contingent lease rentals. None of the rental agreements contain escalation provisions that may require higher future rental payments.
   
 
At 30 June 2011 and 31 December 2010, the future minimum lease payments under operating leases are as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Within one year
 
10,400
 
10,555
 
Between one and two years
 
10,027
 
9,877
 
Between two and three years
 
9,902
 
9,721
 
Between three and four years
 
9,745
 
9,634
 
Between four and five years
 
9,683
 
9,522
 
Thereafter
 
219,744
 
224,292
     
269,501
 
273,601

 
Capital commitments
 
At 30 June 2011 and 31 December 2010, capital commitments are as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Authorised and contracted for
 
138,854
 
138,980
 
Authorised but not contracted for
 
69,151
 
37,450
     
208,005
 
176,430

 
These capital commitments relate to oil and gas exploration and development, refining and petrochemical production capacity expansion projects and the construction of service stations and oil depots.
   
 
Exploration and production licenses
 
Exploration licenses for exploration activities are registered with the Ministry of Land and Resources. The maximum term of the Group’s exploration licenses is 7 years, and may be renewed twice within 30 days prior to expiration of the original term with each renewal being for a two-year term. The Group is obligated to make progressive annual minimum exploration investment relating to the exploration blocks in respect of which the license is issued. The Ministry of Land and Resources also issues production licenses to the Group on the basis of the reserve reports approved by relevant authorities. The maximum term of a full production license is 30 years unless a special dispensation is given by the State Council. The maximum term of production licenses issued to the Group is 80 years as a special dispensation was given to the Group by the State Council. The Group’s production license is renewable upon application by the Group 30 days prior to expiration.
   
 
The Group is required to make payments of exploration license fees and production right usage fees to the Ministry of Land and Resources annually which are expensed as incurred.
   
 
Estimated future annual payments are as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Within one year
 
233
 
119
 
Between one and two years
 
150
 
181
 
Between two and three years
 
27
 
22
 
Between three and four years
 
23
 
23
 
Between four and five years
 
23
 
23
 
Thereafter
 
682
 
645
     
1,138
 
1,013


 
129

 


30
COMMITMENTS AND CONTINGENT LIABILITIES (Continued)

 
Contingent liabilities
 
At 30 June 2011 and 31 December 2010, guarantees given to banks in respect of banking facilities granted to the parties below were as follows:
           
     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Jointly controlled entities
 
7,471
 
7,548
 
Associates
 
127
 
152
     
7,598
 
7,700

 
At 30 June 2011, the Company and a subsidiary have guaranteed to a jointly controlled entity in relation to the bank loans drawn down by the jointly controlled entity. The guarantees expire on 31 December 2015.
   
 
Management monitors the conditions that are subject to the guarantees to identify whether it is probable that a loss has occurred, and recognise any such losses under guarantees when those losses are estimable. At 30 June 2011 and 31 December 2010, it is not probable that the Group will be required to make payments under the guarantees. Thus no liability has been accrued for the Group’s obligation under these guarantees arrangements.
   
 
Environmental contingencies
 
Under existing legislation, management believes that there are no probable liabilities that will have a material adverse effect on the financial position or operating results of the Group. The PRC government, however, has moved, and may move further towards more rigorous enforcement of applicable laws, and towards the adoption of more stringent environmental standards. Environmental liabilities are subject to considerable uncertainties which affect the management’s ability to estimate the ultimate cost of remediation efforts. These uncertainties include i) the exact nature and extent of the contamination at various sites including, but not limited to refineries, oil fields, service stations, terminals and land development areas, whether operating, closed or sold, ii) the extent of required cleanup efforts, iii) varying costs of alternative remediation strategies, iv) changes in environmental remediation requirements, and v) the identification of new remediation sites. The amount of such future cost is indeterminable due to such factors as the unknown magnitude of possible contamination and the unknown timing and extent of the corrective actions that may be required. Accordingly, the outcome of environmental liabilities under proposed or future environmental legislation cannot reasonably be estimated at present, and could be material. The Group paid normal routine pollutant discharge fees of approximately RMB 2,851 million for the six-month period ended 30 June 2011 (2010: RMB 1,682 million).
   
 
Legal contingencies
 
The Group is a defendant in certain lawsuits as well as the named party in other proceedings arising in the ordinary course of business. Management has assessed the likelihood of an unfavourable outcome of such contingencies, lawsuits or other proceedings and believes that any resulting liabilities will not have a material adverse effect on the financial position, operating results or cash flows of the Group.


 
130

 


31
RELATED PARTY TRANSACTIONS
   
 
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the Group where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Group or of any entity that is a related party of the Group.
     
 
(a)
Transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
   
The Group is part of a larger group of companies under Sinopec Group Company, which is owned by the PRC government, and has significant transactions and relationships with Sinopec Group Company and fellow subsidiaries. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.
     
   
The principal related party transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities, which were carried out in the ordinary course of business, are as follows:

         
Six-month periods ended 30 June
     
Note
 
2011
 
2010
         
RMB millions
 
RMB millions
 
Sales of goods
 
(i)
 
138,800
 
105,830
 
Purchases
 
(ii)
 
67,839
 
46,517
 
Transportation and storage
 
(iii)
 
640
 
582
 
Exploration and development services
 
(iv)
 
13,164
 
11,198
 
Production related services
 
(v)
 
4,743
 
5,841
 
Ancillary and social services
 
(vi)
 
1,927
 
1,903
 
Operating lease charges
 
(vii)
 
3,702
 
3,680
 
Agency commission income
 
(viii)
 
8
 
44
 
Interest received
 
(ix)
 
52
 
49
 
Interest paid
 
(x)
 
297
 
547
 
Net deposits withdrawn from related parties
 
(ix)
 
7,015
 
1,252
 
Net loans repaid to related parties
 
(xi)
 
414
 
8,772

 
The amounts set out in the table above in respect of the six-month periods ended 30 June 2011 and 2010 represent the relevant costs to the Group and income from related parties as determined by the corresponding contracts with the related parties.
   
 
At 30 June 2011 and 31 December 2010, there were no guarantees given to banks by the Group in respect of banking facilities to Sinopec Group Company and fellow subsidiaries. Guarantees given to banks by the Group in respect of banking facilities to associates and jointly controlled entities are disclosed in Note 30.
   
 
The directors of the Company are of the opinion that the above transactions with related parties were conducted in the ordinary course of business and on normal commercial terms or in accordance with the agreements governing such transactions, and this has been confirmed by the independent non-executive directors.


 
131

 


31
RELATED PARTY TRANSACTIONS (Continued)
   
 
(a)
Transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities (Continued)
   
Notes:
     
   
(i)
Sales of goods represent the sale of crude oil, intermediate petrochemical products, petroleum products and ancillary materials.
       
   
(ii)
Purchases represent the purchase of materials and utility supplies directly related to the Group’s operations such as the procurement of raw and ancillary materials and related services, supply of water, electricity and gas.
       
   
(iii)
Transportation and storage represent the cost for the use of railway, road and marine transportation services, pipelines, loading, unloading and storage facilities.
       
   
(iv)
Exploration and development services comprise direct costs incurred in the exploration and development such as geophysical, drilling, well testing and well measurement services.
       
   
(v)
Production related services represent ancillary services rendered in relation to the Group’s operations such as equipment repair and general maintenance, insurance premium, technical research, communications, fire fighting, security, product quality testing and analysis, information technology, design and engineering, construction of oilfield ground facilities, refineries and chemical plants, manufacture of replacement parts and machinery, installation, project management and environmental protection.
       
   
(vi)
Ancillary and social services represent expenditures for social welfare and support services such as educational facilities, media communication services, sanitation, accommodation, canteens, property maintenance and management services.
       
   
(vii)
Operating lease charges represent the rental paid to Sinopec Group Company for operating leases in respect of land, buildings and equipment.
       
   
(viii)
Agency commission income represents commission earned for acting as an agent in respect of sales of products and purchase of materials for certain entities owned by Sinopec Group Company.
       
   
(ix)
Interest received represents interest received from deposits placed with Sinopec Finance Company Limited and Sinopec Century Bright Capital Investment Limited, finance companies controlled by Sinopec Group Company. The applicable interest rate is determined in accordance with the prevailing saving deposit rate. The balance of deposits at 30 June 2011 was RMB 1,588 million (2010: RMB 8,603 million).
       
   
(x)
Interest paid represents interest charges on the loans and advances obtained from Sinopec Group Company and fellow subsidiaries.
       
   
(xi)
The Group obtained or repaid loans from or to Sinopec Group Company and fellow subsidiaries.
       
   
In connection with the Reorganisation, the Company and Sinopec Group Company entered into a number of agreements under which 1) Sinopec Group Company will provide goods and products and a range of ancillary, social and supporting services to the Group and 2) the Group will sell certain goods to Sinopec Group Company. The terms of these agreements are summarised as follows:
       
   
(a)
The Company has entered into a non-exclusive Agreement for Mutual Provision of Products and Ancillary Services (“Mutual Provision Agreement”) with Sinopec Group Company effective from 1 January 2000 in which Sinopec Group Company has agreed to provide the Group with certain ancillary production services, construction services, information advisory services, supply services and other services and products. While each of Sinopec Group Company and the Company is permitted to terminate the Mutual Provision Agreement upon at least six months notice, Sinopec Group Company has agreed not to terminate the agreement if the Group is unable to obtain comparable services from a third party. The pricing policy for these services and products provided by Sinopec Group Company to the Group is as follows:
         
     
the government-prescribed price;
         
     
where there is no government-prescribed price, the government-guidance price;
         
     
where there is neither a government-prescribed price nor a government-guidance price, the market price; or
         
     
where none of the above is applicable, the price to be agreed between the parties, which shall be based on a reasonable cost incurred in providing such services plus a profit margin not exceeding 6%.
         
   
(b)
The Company has entered into a non-exclusive Agreement for Provision of Cultural and Educational, Health Care and Community Services with Sinopec Group Company effective from 1 January 2000 in which Sinopec Group Company has agreed to provide the Group with certain cultural, educational, health care and community services on the same pricing terms and termination conditions as described in the above Mutual Provision Agreement.
       
   
(c)
The Company has entered into a series of lease agreements with Sinopec Group Company to lease certain land and buildings. The Company and Sinopec Group Company can renegotiate the rental amount every three years for land and the rental amount is approximately RMB 6,727 million per annum (2010: RMB 6,727 million). The Company and Sinopec Group Company can renegotiate the rental amount for buildings every year. However such amount cannot exceed the market price as determined by an independent third party. The Group has the option to terminate these leases upon six months notice to Sinopec Group Company.
       
   
(d)
The Company has entered into agreements with Sinopec Group Company effective from 1 January 2000 under which the Group has been granted the right to use certain trademarks, patents, technology and computer software developed by Sinopec Group Company.
       
   
(e)
The Company has entered into a service stations franchise agreement with Sinopec Group Company effective from 1 January 2000 under which its service stations and retail stores would exclusively sell the refined products supplied by the Group.
       
   
Pursuant to the resolutions passed at the Directors’ meeting on 26 March 2010, the Group acquired 55% equity interests of SSI from SOOGL, a subsidiary of Sinopec Group Company, and the shareholder’s loans of USD 292 million provided by SOOGL to SSI, at a total cash consideration of USD 2,259 million (Note 1).


 
132

 
 
31
RELATED PARTY TRANSACTIONS (Continued)
     
 
(a)
Transactions with Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities (Continued)
 
Amounts due from/to Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities included in the following accounts captions are summarised as follows:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
           
 
Trade accounts receivable
 
13,499
 
10,734
 
Prepaid expenses and other current assets
 
3,701
 
3,390
 
Total amounts due from Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
 
17,200
 
14,124
 
Trade accounts payable
 
13,581
 
12,304
 
Accrued expenses and other payables
 
8,653
 
9,309
 
Short-term loans and current portion of long-term loans from Sinopec Group Company and fellow subsidiaries
 
17,778
 
18,809
 
Long-term loans excluding current portion from Sinopec Group Company and fellow subsidiaries
 
38,227
 
37,610
 
Total amounts due to Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities
 
78,239
 
78,032

 
Amounts due from/to Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities, other than short-term loans and long-term loans, bear no interest, are unsecured and are repayable in accordance with normal commercial terms. The terms and conditions associated with short-term loans and long-term loans payable to Sinopec Group Company and fellow subsidiaries are set out in Note 25.
   
 
As at and for the six-month period ended 30 June 2011, and as at and for the year ended 31 December 2010, no individually significant impairment losses for bad and doubtful debts were recognised in respect of amounts due from Sinopec Group Company and fellow subsidiaries, associates and jointly controlled entities.
   
(b)
Key management personnel emoluments
 
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including directors and supervisors of the Group. The key management personnel compensation is as follows:

     
Six-month periods ended 30 June
     
2011
 
2010
     
RMB’000
 
RMB’000
           
 
Short-term employee benefits
 
4,638
 
4,374
 
Retirement scheme contributions
 
142
 
169
     
4,780
 
4,543

   
Total emoluments are included in “personnel expenses” as disclosed in Note 6.
     
 
(c)
Contributions to defined contribution retirement plans
   
The Group participates in various defined contribution retirement plans organised by municipal and provincial governments for its staff. The details of the Group’s employee benefits plan are disclosed in Note 32. As at 30 June 2011 and 31 December 2010, the accrual for the contribution to post-employment benefit plans was not material.
     
 
(d)
Transactions with other state-controlled entities in the PRC
   
The Group is a state-controlled energy and chemical enterprise and operates in an economic regime currently dominated by entities directly or indirectly controlled by the PRC government through its government authorities, agencies, affiliations and other organisations (collectively referred as “state-controlled entities”).
     
   
Apart from transactions with Sinopec Group Company and fellow subsidiaries, the Group has transactions with other state-controlled entities, which are mainly state-controlled energy and chemical companies and state-controlled banks. These transactions include:
     
   
sales and purchase of goods and ancillary materials;
       
   
rendering and receiving services;
       
   
lease of assets;
       
   
depositing and borrowing money; and
       
   
use of public utilities.
     
   
These transactions are conducted in the ordinary course of the Group’s business on terms comparable to those with other entities that are not state-controlled.

 
133

 


32
EMPLOYEE BENEFITS PLAN
   
 
As stipulated by the regulations of the PRC, the Group participates in various defined contribution retirement plans organised by municipal and provincial governments for its staff. The Group is required to make contributions to the retirement plans at rates ranging from 18.0% to 23.0% of the salaries, bonuses and certain allowances of its staff. A member of the plan is entitled to a pension equal to a fixed proportion of the salary prevailing at his or her retirement date. The Group has no other material obligation for the payment of pension benefits associated with these plans beyond the annual contributions described above. The Group’s contributions for the six-month period ended 30 June 2011 were RMB 2,638 million (2010: RMB 2,264 million).
   
33
SEGMENT REPORTING
   
 
Segment information is presented in respect of the Group’s operating segments. The format is based on the Group’s management and internal reporting structure. In view of the fact that the Company and its subsidiaries operate mainly in the PRC, no geographical segment information is presented.
   
 
In a manner consistent with the way in which information is reported internally to the Group’s chief operating decision maker for the purposes of resource allocation and performance assessment, the Group has identified the following five reportable segments. No operating segments have been aggregated to form the following reportable segments.
     
 
(i)
Exploration and production, which explores and develops oil fields, produces crude oil and natural gas and sells such products to the refining segment of the Group and external customers.
     
 
(ii)
Refining, which processes and purifies crude oil, that is sourced from the exploration and production segment of the Group and external suppliers, and manufactures and sells petroleum products to the chemicals and marketing and distribution segments of the Group and external customers.
     
 
(iii)
Marketing and distribution, which owns and operates oil depots and service stations in the PRC, and distributes and sells refined petroleum products (mainly gasoline and diesel) in the PRC through wholesale and retail sales networks.
     
 
(iv)
Chemicals, which manufactures and sells petrochemical products, derivative petrochemical products and other chemical products mainly to external customers.
     
 
(v)
Corporate and others, which largely comprises the trading activities of the import and export companies of the Group and research and development undertaken by other subsidiaries.
     
 
The reportable segments are each managed separately because they manufacture and/or distribute distinct products with different production processes and due to their distinct operating and gross margin characteristics.
   
 
The Group’s chief operating decision maker evaluates the performance and allocates resources to its operating segments on an operating income basis, without considering the effects of finance costs or investment income. Inter-segment transfer pricing is based on cost plus an appropriate margin, as specified by the Group’s policy.
   
 
Assets and liabilities dedicated to a particular segment’s operations are included in that segment’s total assets and liabilities. Segment assets include all tangible and intangible assets, except for cash and cash equivalents, time deposits with financial institutions, investments, deferred tax assets and other non-current assets. Segment liabilities exclude short-term and long-term debts, loans from Sinopec Group Company and fellow subsidiaries, income tax payable, deferred tax liabilities and other non-current liabilities.

 
134

 


33
SEGMENT REPORTING (Continued)
   
 
Information of the Group’s reportable segments is as follows:

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
 
Turnover
       
   
Exploration and production
       
     
External sales
 
21,667
 
15,030
     
Inter-segment sales
 
84,281
 
69,500
       
105,948
 
84,530
   
Refining
       
     
External sales
 
96,314
 
77,530
     
Inter-segment sales
 
496,319
 
383,925
       
592,633
 
461,455
   
Marketing and distribution
       
     
External sales
 
649,997
 
489,432
     
Inter-segment sales
 
2,058
 
1,483
       
652,055
 
490,915
   
Chemicals
       
     
External sales
 
182,994
 
134,083
     
Inter-segment sales
 
23,315
 
16,375
       
206,309
 
150,458
   
Corporate and others
       
     
External sales
 
265,969
 
208,261
     
Inter-segment sales
 
306,501
 
210,767
       
572,470
 
419,028
   
Elimination of inter-segment sales
 
(912,474)
 
(682,050)
 
Turnover
 
1,216,941
 
924,336
 
Other operating revenues
       
   
Exploration and production
 
6,685
 
5,995
   
Refining
 
3,043
 
2,408
   
Marketing and distribution
 
2,947
 
1,871
   
Chemicals
 
3,129
 
2,599
   
Corporate and others
 
527
 
527
 
Other operating revenues
 
16,331
 
13,400
 
Turnover and other operating revenues
 
1,233,272
 
937,736

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
 
Result
       
 
Operating profit/(loss)
       
 
By segment
       
   
Exploration and production
 
34,651
 
27,533
   
Refining
 
(12,169)
 
5,743
   
Marketing and distribution
 
19,598
 
14,450
   
Chemicals
 
16,344
 
8,339
   
Corporate and others
 
(642)
 
(694)
   
Elimination
 
657
 
(67)
 
Total segment operating profit
 
58,439
 
55,304
 
Share of profits less losses from associates and jointly controlled entities
       
   
Exploration and production
 
128
 
82
   
Refining
 
(194)
 
(92)
   
Marketing and distribution
 
640
 
354
   
Chemicals
 
1,869
 
1,317
   
Corporate and others
 
361
 
279
 
Aggregate share of profits less losses from associates and jointly controlled entities
 
2,804
 
1,940
 
Investment income/(loss)
       
   
Refining
 
3
 
17
   
Marketing and distribution
 
90
 
(21)
   
Chemicals
 
10
 
13
   
Corporate and others
 
(1)
 
84
 
Aggregate investment income
 
102
 
93
 
Net finance costs
 
(3,296)
 
(3,498)
 
Profit before taxation
 
58,049
 
53,839

 
135

 


33
SEGMENT REPORTING (Continued)

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
 
Assets
       
 
Segment assets
       
   
Exploration and production
 
306,681
 
305,413
   
Refining
 
259,996
 
231,106
   
Marketing and distribution
 
212,716
 
190,368
   
Chemicals
 
133,679
 
126,356
   
Corporate and others
 
94,257
 
60,897
 
Total segment assets
 
1,007,329
 
914,140
 
Interest in associates and jointly controlled entities
 
43,960
 
43,014
 
Investments
 
2,299
 
2,075
 
Deferred tax assets
 
14,088
 
15,232
 
Cash and cash equivalents and time deposits with financial institutions
 
14,186
 
18,140
 
Other unallocated assets
 
505
 
3,221
 
Total assets
 
1,082,367
 
995,822
 
Liabilities
       
 
Segment liabilities
       
   
Exploration and production
 
68,046
 
65,067
   
Refining
 
51,882
 
51,554
   
Marketing and distribution
 
67,185
 
76,981
   
Chemicals
 
27,221
 
33,836
   
Corporate and others
 
119,201
 
75,832
 
Total segment liabilities
 
333,535
 
303,270
 
Short-term debts
 
56,642
 
17,019
 
Income tax payable
 
3,242
 
10,754
 
Long-term debts
 
125,220
 
136,465
 
Loans from Sinopec Group Company and fellow subsidiaries
 
56,005
 
56,419
 
Deferred tax liabilities
 
15,266
 
15,017
 
Other unallocated liabilities
 
5,881
 
5,842
 
Total liabilities
 
595,791
 
544,786

 
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one year.

     
Six-month periods
     
ended 30 June
     
2011
 
2010
     
RMB millions
 
RMB millions
 
Capital expenditure
       
   
Exploration and production
 
17,406
 
16,734
   
Refining
 
3,656
 
4,875
   
Marketing and distribution
 
9,523
 
7,659
   
Chemicals
 
2,120
 
6,543
   
Corporate and others
 
862
 
371
       
33,567
 
36,182
 
Depreciation, depletion and amortisation
       
   
Exploration and production
 
16,399
 
15,847
   
Refining
 
5,733
 
5,604
   
Marketing and distribution
 
3,498
 
3,106
   
Chemicals
 
4,286
 
4,259
   
Corporate and others
 
594
 
472
       
30,510
 
29,288
 
Impairment losses on long-lived assets
       
   
Exploration and production
 
 
131
   
Refining
 
43
 
115
   
Marketing and distribution
 
32
 
35
   
Chemicals
 
89
 
138
       
164
 
419

 
 
136

 


34
PRINCIPAL SUBSIDIARIES
   
 
At 30 June 2011, the following list contains the particulars of subsidiaries which principally affected the results, assets and liabilities of the Group.

 
Name of company
 
Particulars of issued capital
 
Percentage of equity
 
Principal activities
     
(millions)
 
%
   
 
China Petrochemical International Company Limited
 
RMB 1,400
 
100.00
 
Trading of petrochemical products and equipments
 
Sinopec Sales Company Limited
 
RMB 1,700
 
100.00
 
Marketing and distribution of refined petroleum products
 
Sinopec Yangzi Petrochemical Company Limited
 
RMB 16,337
 
100.00
 
Manufacturing of intermediate petrochemical products and petroleum products
 
Fujian Petrochemical Company Limited (Note)
 
RMB 4,769
 
50.00
 
Manufacturing of plastics, intermediate petrochemical products and petroleum products
 
Sinopec Shanghai Petrochemical Company Limited
 
RMB 7,200
 
55.56
 
Manufacturing of synthetic fibres, resin and plastics, intermediate petrochemical products and petroleum products
 
Sinopec Kantons Holdings Limited
 
HKD 104
 
72.34
 
Trading of crude oil and petroleum products
 
Sinopec Yizheng Chemical Fibre Company Limited (Note)
 
RMB 4,000
 
42.00
 
Production and sale of polyester chips and polyester fibres
 
Sinopec Zhongyuan Petrochemical Company Limited
 
RMB 2,400
 
93.51
 
Manufacturing of petrochemical products
 
Sinopec Shell (Jiangsu) Petroleum Marketing Company Limited
 
RMB 830
 
60.00
 
Marketing and distribution of refined petroleum products
 
BP Sinopec (Zhejiang) Petroleum Company Limited
 
RMB 800
 
60.00
 
Marketing and distribution of refined petroleum products
 
Sinopec Qingdao Refining and Chemical Company Limited
 
RMB 5,000
 
85.00
 
Manufacturing of intermediate petrochemical products and petroleum products
 
China International United Petroleum and Chemical Company Limited
 
RMB 3,040
 
100.00
 
Trading of crude oil and petrochemical products
 
Sinopec Hainan Refining and Chemical Company Limited
 
RMB 3,986
 
75.00
 
Manufacturing of intermediate petrochemical products and petroleum products
 
Sinopec (Hong Kong) Limited
 
HKD 5,477
 
100.00
 
Trading of crude oil and petrochemical products
 
Sinopec Senmei (Fujian) Petroleum Limited
 
RMB 1,840
 
55.00
 
Marketing and distribution of refined petroleum products
 
Sinopec Qingdao Petrochemical Company Limited
 
RMB 1,595
 
100.00
 
Manufacturing of intermediate petrochemical products and petroleum products
 
Sinopec Chemical Sales Company Limited
 
RMB 1,000
 
100.00
 
Trading of petrochemical products
 
Sinopec International Petroleum Exploration and Production Limited
 
RMB 8,000
 
100.00
 
Investment in exploration, production and sales of petroleum and natural gas
 
Sinopec Fuel Oil Sales Company Limited
 
RMB 2,200
 
100.00
 
Marketing and distribution of refined petroleum products

 
Except for Sinopec Kantons Holdings Limited and Sinopec (Hong Kong) Limited, which are incorporated in Bermuda and Hong Kong respectively, all of the above principal subsidiaries are incorporated in the PRC. All of the above principal subsidiaries are limited companies.
     
 
Note:
The Company consolidated the financial statements of the entity because it controlled the board of this entity and had the power to govern its financial and operating policies.

 
137

 


35
FINANCIAL RISK MANAGEMENT AND FAIR VALUES
   
 
Overview
 
Financial assets of the Group include cash and cash equivalents, time deposits with financial institutions, investments, trade accounts receivable, bills receivable, amounts due from Sinopec Group Company and fellow subsidiaries, advances to third parties, amounts due from associates and jointly controlled entities, derivative financial instruments and other receivables. Financial liabilities of the Group include short-term and long-term debts, loans from Sinopec Group Company and fellow subsidiaries, trade accounts payable, bills payable, amounts due to Sinopec Group Company and fellow subsidiaries, derivative financial instruments and advances from third parties.
   
 
The Group has exposure to the following risks from its use of financial instruments:
     
 
credit risk;
     
 
liquidity risk;
     
 
market risk; and
     
 
equity price risk.
     
 
The Board of Directors has overall responsibility for the establishment, oversight of the Group’s risk management framework, and developing and monitoring the Group’s risk management policies.
   
 
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management controls and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. Internal audit department undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Group’s audit committee.
   
 
Credit risk
 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s deposits placed with financial institutions and receivables from customers. To limit exposure to credit risk relating to deposits, the Group primarily places cash deposits only with large financial institution in the PRC with acceptable credit ratings. The majority of the Group’s trade accounts receivable relate to sales of petroleum and chemical products to related parties and third parties operating in the petroleum and chemical industries. Management performs ongoing credit evaluations of the Group’s customers financial condition and generally does not require collateral on trade accounts receivable. The Group maintains an impairment loss for doubtful accounts and actual losses have been within management’s expectations. No single customer accounted for greater than 10% of total trade accounts receivable. The details of the Group’s credit policy and quantitative disclosures in respect of the Group’s exposure on credit risk for trade receivables are set out in Note 21.
   
 
The carrying amounts of cash and cash equivalents, time deposits with financial institutions, trade accounts and bills receivables, derivative financial instruments and other receivables, represent the Group’s maximum exposure to credit risk in relation to financial assets.
   
 
Liquidity risk
 
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. Management prepares monthly cash flow budget to ensure that the Group will always have sufficient liquidity to meet its financial obligation as they fall due. Management arranges and negotiates financing with financial institutions and maintains a certain level of standby credit facilities to reduce the Group’s liquidity risk.
   
 
At 30 June 2011, the Group has standby credit facilities with several PRC financial institutions which provide borrowings up to RMB 170,500 million (2010: RMB 167,500 million) on an unsecured basis, at a weighted average interest rate of 2.98% per annum (2010: 2.61%). At 30 June 2011, the Group’s outstanding borrowings under these facilities were RMB 16,772 million (2010: RMB 6,622 million) and were included in short-term debts.

 
138

 


35
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Liquidity risk (Continued)
 
The following table sets out the remaining contractual maturities at the balance sheet date of the Group’s financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on prevailing rates current at the balance sheet date) and the earliest date the Group would be required to repay:

     
At 30 June 2011
     
Carrying amount
 
Total contractual undiscounted cash flow
 
Within 1 year or on demand
 
More than 1 year but less than 2 years
 
More than 2years but less than 5 years
 
More than 5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
Short-term debts
 
56,642
 
57,407
 
57,407
 
 
 
 
Long-term debts
 
125,220
 
144,155
 
7,464
 
19,796
 
68,081
 
48,814
 
Loans from Sinopec Group Company and fellow subsidiaries
 
56,005
 
56,508
 
17,987
 
448
 
2,513
 
35,560
 
Trade accounts payable
 
171,059
 
171,059
 
171,059
 
 
 
 
Bills payable
 
4,301
 
4,301
 
4,301
 
 
 
 
Accrued expenses andother payables
 
66,924
 
66,924
 
66,924
 
 
 
     
480,151
 
500,354
 
325,142
 
20,244
 
70,594
 
84,374

     
At 31 December 2010
     
Carrying amount
 
Total contractual undiscounted cash flow
 
Within 1 year or on demand
 
More than 1 year but less than 2 years
 
More than 2years but less than 5 years
 
More than 5 years
     
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
 
Short-term debts
 
17,019
 
17,202
 
17,202
 
 
 
 
Long-term debts
 
136,465
 
157,394
 
4,240
 
46,617
 
76,737
 
29,800
 
Loans from Sinopec Group Company and fellow subsidiaries
 
56,419
 
57,098
 
19,187
 
312
 
2,039
 
35,560
 
Trade accounts payable
 
132,528
 
132,528
 
132,528
 
 
 
 
Bills payable
 
3,818
 
3,818
 
3,818
 
 
 
 
Accrued expenses and other payables
 
65,390
 
65,390
 
65,390
 
 
 
     
411,639
 
433,430
 
242,365
 
46,929
 
78,776
  65,360

 
Management believes that the Group’s current cash on hand, expected cash flows from operations and available standby credit facilities from financial institutions will be sufficient to meet the Group’s working capital requirements and repay its short-term debts and obligations when they become due.
   
 
Currency risk
 
Currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Group’s currency risk exposure primarily relates to short-term and long-term debts and loans from Sinopec Group Company and fellow subsidiaries denominated in US Dollars, Japanese Yen and Hong Kong Dollars. The Group enters into foreign exchange contracts to manage its currency risk exposure.
   
 
Included in short-term and long-term debts and loans from Sinopec Group Company and fellow subsidiaries of the Group are the following amounts denominated in a currency other than the functional currency of the entity to which they relate:

     
At 30 June
 
At 31 December
     
2011
 
2010
     
millions
 
millions
 
Gross exposure arising from loans and borrowings
       
 
US Dollars
 
USD 850
 
USD 501
 
Japanese Yen
 
JPY 16,414
 
JPY 18,313
 
Hong Kong Dollars
 
HKD 12,595
 
HKD 12,114

 
A 5 percent strengthening of Renminbi against the following currencies at 30 June 2011 and 31 December 2010 would have increased profit for the period/year and retained earnings of the Group by the amounts shown below. This analysis has been determined assuming that the change in foreign exchange rates had occurred at the balance sheet date and had been applied to the foreign currency balances to which the Group has significant exposure as stated above, and that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2010.

 
139

 


35
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Currency risk (Continued)

     
At 30 June
 
At 31 December
     
2011
 
2010
     
RMB millions
 
RMB millions
 
US Dollars
 
206
 
124
 
Japanese Yen
 
49
 
56
 
Hong Kong Dollars
 
393
 
400

 
Other than the amounts as disclosed above, the amounts of other financial assets and liabilities of the Group are substantially denominated in the functional currency of each respective entity within the Group.
   
 
Interest rate risk
 
The Group’s interest rate risk exposure arises primarily from its short-term and long-term debts. Debts bearing interest at variable rates and at fixed rates expose the Group to cash flow interest rate risk and fair value interest rate risk respectively. The interest rates of short-term and long-term debts, and loans from Sinopec Group Company and fellow subsidiaries of the Group are disclosed in Note 25.
   
 
As at 30 June 2011, it is estimated that a general increase/decrease of 100 basis points in variable interest rates, with all other variables held constant, would decrease/increase the Group’s profit for the period and retained earnings by approximately RMB 244 million (for the year ended 31 December 2010: RMB 259 million). This sensitivity analysis has been determined assuming that the change in interest rates had occurred at the balance sheet date and the change was applied to the Group’s debts outstanding at that date with exposure to cash flow interest rate risk. The analysis is performed on the same basis for 2010.
   
 
Commodity price risk
 
The Group engages in oil and gas operations and is exposed to commodity price risk related to price volatility of crude oil, refined petroleum products and chemical products. The fluctuations in prices of crude oil, refined oil products and chemical products could have significant impact on the Group. The Group uses derivative financial instruments, including commodity futures and swaps, to manage a portion of such risk. As at 30 June 2011, the Group had certain commodity contracts of crude oil, refined oil products and chemical products designated as qualified cashflow hedges and economic hedges. The fair values of these derivative financial instruments as at 30 June 2011 are set out in Notes 23 and 27.
   
 
As at 30 June 2011, it is estimated that a general increase/decrease of USD 10 per barrel in crude oil and refined petroleum products, with all other variables held constant, would decrease/increase the Group’s profit for the period and retained earnings by approximately RMB 7 million (for the year ended 31 December 2010: RMB 229 million), and decrease/increase the Group’s other reserves by approximately RMB 244 million (for the year ended 31 December 2010: RMB 1,066 million). As at 30 June 2011, it is estimated that a general increase/decrease of RMB 1,000 per tonne in relevant chemical products, with all other variable held constant, would decrease/increase the Group’s profit for the period and retained earnings by approximately RMB 24 million (for the year ended 31 December 2010: RMB 7 million). This sensitivity analysis has been determined assuming that the change in prices had occurred at the balance sheet date and the change was applied to the Group’s derivative financial instruments at that date with exposure to commodity price risk. The analysis is performed on the same basis for 2010.
   
 
Equity price risk
 
The Group is exposed to equity price risk arising from changes in the Company’s own share price to the extent that the Company’s own equity instruments underlie the fair values of derivatives of the Group. At 30 June 2011, the Group’s exposure to equity price risk is the derivative embedded in the 2007 Convertible Bonds issued by the Company as disclosed in Note 25(c).
   
 
As at 30 June 2011, it is estimated that an increase of 20% in the Company’s own share price would decrease the Group’s profit for the period and retained earnings by approximately RMB 25 million (for the year ended 31 December 2010: RMB 218 million); a decrease of 20% in the Company’s own share price would increase the Group’s profit for the period and retained earnings by approximately RMB 11 million (for the year ended 31 December 2010: RMB 108 million). This sensitivity analysis has been determined assuming that the changes in the Company’s own share price had occurred at the balance sheet date and that all other variables remain constant.

 
140

 


35
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Fair values
   
 
(i)
Financial instruments carried at fair value
   
The following table presents the carrying value of financial instruments measured at fair value at the balance sheet date across the three levels of the fair value hierarchy defined in IFRS 7, Financial Instruments: Disclosures, with the fair value of each financial instrument categorised in its entirety based on the lowest level of input that is significant to that fair value measurement. The levels are defined as follows:
       
   
Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active markets for identical financial instruments.
       
   
Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation techniques in which all significant inputs are directly or indirectly based on observable market data.
       
   
Level 3 (lowest level): fair values measured using valuation techniques in which any significant input is not based on observable market data.
       
   
At 30 June 2011

       
Level 1
 
Level 2
 
Level 3
 
Total
       
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
   
Assets
               
   
Financial assets held for trading
 
 
300
 
 
300
   
Available-for-sale financial assets:
               
     
Listed
 
53
 
 
 
53
     
Unlisted
 
 
1,200
 
 
1,200
   
Derivative financial instruments:
               
   
Derivative financial assets
 
39
 
1,314
 
 
1,353
       
92
 
2,814
 
 
2,906
   
Liabilities
               
   
Derivative financial instruments:
               
     
Derivative components of the 2007 Convertible Bonds
 
 
142
 
 
142
     
Other derivative financial liabilities
 
13
 
449
 
 
462
       
13
 
591
 
 
604

   
At 31 December 2010

       
Level 1
 
Level 2
 
Level 3
 
Total
       
RMB millions
 
RMB millions
 
RMB millions
 
RMB millions
   
Assets
               
   
Financial assets held for trading
 
700
 
1,750
 
 
2,450
   
Available-for-sale financial assets:
               
     
Listed
 
52
 
 
 
52
   
Derivative financial instruments:
               
     
Derivative financial assets
 
113
 
223
 
 
336
       
865
 
1,973
 
 
2,838
   
Liabilities
               
   
Derivative financial instruments:
               
     
Derivative components of the 2007 Convertible Bonds
 
 
340
 
 
340
     
Other derivative financial liabilities
 
164
 
1,299
 
 
1,463
       
164
 
1,639
 
 
1,803

   
During the six-month period ended 30 June 2011 there were no transfers between instruments in Level 1 and Level 2.

 
141

 


35
FINANCIAL RISK MANAGEMENT AND FAIR VALUES (Continued)
   
 
Fair values (Continued)
   
 
(ii)
Fair values of financial instruments carried at other than fair value
   
The disclosures of the fair value estimates, methods and assumptions of the Group’s financial instruments, are made to comply with the requirements of IFRS 7 and IAS 39 and should be read in conjunction with the Group’s consolidated financial statements and related notes. The estimated fair value amounts have been determined by the management using market information and valuation methodologies considered appropriate. However, considerable judgement is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Group could realise in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
     
   
The fair values of the Group’s financial instruments (other than long-term indebtedness and investments in unquoted equity securities) approximate their carrying amounts due to the short-term maturity of these instruments. The fair values of long-term indebtedness are estimated by discounting future cash flows using current market interest rates offered to the Group that range between 3.87% to 6.80% (2010: 3.87% to 6.14%). The following table presents the carrying amount and fair value of the Group’s long-term indebtedness other than loans from Sinopec Group Company and fellow subsidiaries at 30 June 2011 and 31 December 2010:

       
At 30 June
 
At 31 December
       
2011
 
2010
       
RMB millions
 
RMB millions
   
Carrying amount
 
159,174
 
141,104
   
Fair value
 
148,692
 
139,999

   
The Group has not developed an internal valuation model necessary to estimate the fair values of loans from Sinopec Group Company and fellow subsidiaries as it is not considered practicable to estimate their fair values because the cost of obtaining discount and borrowing rates for comparable borrowings would be excessive based on the Reorganisation, the Group’s existing capital structure and the terms of the borrowings.
     
   
Investments in unquoted equity securities are individually and in the aggregate not material to the Group’s financial condition or results of operations. There are no listed market prices for such interests in the PRC and, accordingly, a reasonable estimate of fair value could not be made without incurring excessive costs. The Group intends to hold these unquoted other investments in equity securities for long term purpose.
     
36
ACCOUNTING ESTIMATES AND JUDGEMENTS
   
 
The Group’s financial condition and results of operations are sensitive to accounting methods, assumptions and estimates that underlie the preparation of the interim financial statements. Management bases the assumptions and estimates on historical experience and on various other assumptions that it believes to be reasonable and which form the basis for making judgements about matters that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates as facts, circumstances and conditions change.
   
 
The selection of critical accounting policies, the judgements and other uncertainties affecting application of such policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the interim financial statements. The principal accounting policies are set forth in Note 2. Management believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the consolidated interim financial statements.
   
 
Oil and gas properties and reserves
 
The accounting for the exploration and production’s oil and gas activities is subject to accounting rules that are unique to the oil and gas industry. There are two methods to account for oil and gas business activities, the successful efforts method and the full cost method. The Group has elected to use the successful efforts method. The successful efforts method reflects the volatility that is inherent in exploring for mineral resources in that costs of unsuccessful exploratory efforts are charged to expense as they are incurred. These costs primarily include dry hole costs, seismic costs and other exploratory costs. Under the full cost method, these costs are capitalised and written-off or depreciated over time.
   
 
Engineering estimates of the Group’s oil and gas reserves are inherently imprecise and represent only approximate amounts because of the subjective judgements involved in developing such information. There are authoritative guidelines regarding the engineering criteria that have to be met before estimated oil and gas reserves can be designated as “proved”. Proved and proved developed reserves estimates are updated at least annually and take into account recent production and technical information about each field. In addition, as prices and cost levels change from year to year, the estimate of proved and proved developed reserves also changes. This change is considered a change in estimate for accounting purposes and is reflected on a prospective basis in related depreciation rates.
   
 
Future dismantlement costs for oil and gas properties are estimated with reference to engineering estimates after taking into consideration the anticipated method of dismantlement required in accordance with industry practices in similar geographic area, including estimation of economic life of oil and gas properties, technology and price level. The present values of these estimated future dismantlement costs are capitalised as oil and gas properties with equivalent amounts recognised as provisions for dismantlement costs.
   
 
Despite the inherent imprecision in these engineering estimates, these estimates are used in determining depreciation expense, impairment expense and future dismantlement costs. Depreciation rates are determined based on estimated proved developed reserve quantities (the denominator) and capitalised costs of producing properties (the numerator). Producing properties’ capitalised costs are amortised based on the units of oil or gas produced.

 
142

 


36
ACCOUNTING ESTIMATES AND JUDGEMENTS (Continued)
   
 
Impairment for long-lived assets
 
If circumstances indicate that the net book value of a long-lived asset may not be recoverable, the asset may be considered “impaired”, and an impairment loss may be recognised in accordance with IAS 36 “Impairment of Assets”. The carrying amounts of long-lived assets are reviewed periodically in order to assess whether the recoverable amounts have declined below the carrying amounts. These assets are tested for impairment whenever events or changes in circumstances indicate that their recorded carrying amounts may not be recoverable. When such a decline has occurred, the carrying amount is reduced to recoverable amount. For goodwill, the recoverable amount is estimated annually. The recoverable amount is the greater of the net selling price and the value in use. It is difficult to precisely estimate selling price because quoted market prices for the Group’s assets or cash-generating units are not readily available. In determining the value in use, expected cash flows generated by the asset or the cash-generating unit are discounted to their present value, which requires significant judgement relating to level of sale volume, selling price and amount of operating costs. Management uses all readily available information in determining an amount that is a reasonable approximation of recoverable amount, including estimates based on reasonable and supportable assumptions and projections of sale volume, selling price and amount of operating costs.
   
 
Depreciation
 
Property, plant and equipment, other than oil and gas properties, are depreciated on a straight-line basis over the estimated useful lives of the assets, after taking into account the assets’ estimated residual value. Management reviews the estimated useful lives of the assets regularly in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and take into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.
   
 
Impairment for bad and doubtful debts
 
Management estimates impairment losses for bad and doubtful debts resulting from the inability of the Group’s customers to make the required payments. Management bases the estimates on the ageing of the accounts receivable balance, customer credit-worthiness, and historical write-off experience. If the financial condition of the customers were to deteriorate, actual write-offs would be higher than estimated.
   
 
Allowance for diminution in value of inventories
 
If the costs of inventories fall below their net realisable values, an allowance for diminution in value of inventories is recognised. Net realisable value represents the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Management bases the estimates on all available information, including the current market prices of the finished goods and raw materials, and historical operating costs. If the actual selling prices were to be lower or the costs of completion were to be higher than estimated, the actual allowance for diminution in value of inventories could be higher than estimated.
   
37
POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDING 31 DECEMBER 2011
   
 
Up to the date of issue of these interim financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the annual accounting period ending 31 December 2011 and which have not been adopted in these interim financial statements.
   
 
Management is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application and has so far concluded that the adoption of these amendments, new standards and new interpretations is unlikely to have a significant impact on the Group’s results of operations and financial position.
   
38
PARENT AND ULTIMATE HOLDING COMPANY
   
 
The directors consider the parent and ultimate holding company of the Group as at 30 June 2011 is Sinopec Group Company, a state-owned enterprise established in the PRC. This entity does not produce financial statements available for public use.

 
143

 


(C)
DIFFERENCES BETWEEN FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH THE ACCOUNTING POLICIES COMPLYING WITH ASBE AND IFRS (UNAUDITED)
   
Other than the differences in the classifications of certain financial statements captions and the accounting for the items described below, there are no material differences between the Group’s financial statements prepared in accordance with the accounting policies complying with ASBE and IFRS. The reconciliation presented below is included as supplemental information, is not required as part of the basic financial statements and does not include differences related to classification, display or disclosures. Such information has not been subject to independent audit or review. The major differences are:
   
(i)
Government grants
 
Under ASBE, grants from the government are credited to capital reserve if required by relevant governmental regulations. Under IFRS, government grants relating to the purchase of fixed assets are recognised as deferred income and are transferred to the income statement over the useful life of these assets.
   
(ii)
Safety production fund
 
Under ASBE, safety production fund relevant should be recognised in profit or loss with a corresponding increase in reserve according to PRC regulations. Such reserve is reduced for expenses incurred for safety production purposes or, when safety production related fixed assets are purchased, is reduced by the purchased cost with a corresponding increase in the accumulated depreciation. Such fixed assets are not depreciated thereafter. Under IFRS, expense is recognised in profit or loss when incurred, and fixed assets are depreciated with applicable methods.
   
 
Effects of major differences between the net profit under ASBE and the profit for the period under IFRS are analysed as follows:

         
Six-month periods ended 30 June
         
2011
 
2010
     
Note
 
RMB millions
 
RMB millions
               
 
Net profit under ASBE
     
43,212
 
39,760
 
Adjustments:
           
   
Government grants
 
(i)
 
39
 
27
   
Safety production fund
 
(ii)
 
941
 
 
Profit for the period under IFRS*
     
44,192
 
39,787

 
Effects of major differences between the shareholders’ equity under ASBE and the total equity under IFRS are analysed as follows:

         
At 30 June
 
At 31 December
         
2011
 
2010
     
Note
 
RMB millions
 
RMB millions
               
 
Shareholders’ equity under ASBE
     
488,615
 
452,682
 
Adjustments:
           
   
Government grants
 
(i)
 
(1,379)
 
(1,300)
   
Safety production fund
 
(ii)
 
(660)
 
(346)
 
Total equity under IFRS*
     
486,576
 
451,036

 
*
The above figures are extracted from the financial statements prepared in accordance with the accounting policies complying with IFRS which have been audited by KPMG.


 
144

 

DOCUMENTS FOR INSPECTION

The following documents will be available for inspection during normal business hours after 26 August 2011 (Friday) at the legal address of Sinopec Corp. upon requests by the relevant regulatory authorities and shareholders in accordance with the Articles of Association of Sinopec Corp. and the laws and regulations:

1
The original interim report for the first half of 2011 signed by Mr. Fu Chengyu, Chairman;
   
2
The original audited financial statements and consolidated financial statements of Sinopec Corp. for the six-month period ended 30 June 2011 prepared in accordance with IFRS and the ASBE and signed by Mr. Fu Chengyu, Chairman, Mr. Wang Tianpu, Vice Chairman and President, and Mr. Wang Xinhua, Chief Financial Officer (and head of the Corporate Finance Department);
   
3
The original auditors’ reports in respect of the above financial statements signed by the auditors; and
   
4
All original documents and announcements published by Sinopec Corp. in the newspapers specified by the China Securities Regulatory Commission during the reporting period.

 
By Order of the Board
Fu Chengyu
Chairman

Beijing, PRC, 26 August 2011

 
145

 
 
WRITTEN CONFIRMATION FROM THE DIRECTORS AND SENIOR MANAGEMENT

In accordance with the relevant provisions and requirements of the Securities Law of the People’s Republic of China and Management Rules for Information Disclosure by Listed Companies issued by the China Securities Regulatory Commission, as the Board Directors and senior management of Sinopec Corp., we have carefully reviewed the 2011 interim report of Sinopec Corp. and concluded that this interim report truly and objectively represents the business performance of Sinopec Corp. in the first half of 2011, contains no false representations, misleading statements or material omissions and complies with the requirements of the China Securities Regulatory Commission and other relevant regulatory authorities.

Signatures of the Directors and Senior Management:

   
Fu Chengyu
Wang Tianpu
Zhang Yaocang
Zhang Jianhua
       
 
Wang Zhigang
Cai Xiyou
Cao Yaofeng
Li Chunguang
       
   
Dai Houliang
Liu Yun
Li Deshui
Xie Zhongyu
       
   
Chen Xiaojin
Ma Weihua
Wu Xiaogen
Wang Xinhua
       
 
Zhang Kehua
Zhang Haichao
Jiao Fangzheng
Lei Dianwu
       
       
Ling Yiqun
Chen Ge
   
 
26 August 2011
 
This interim report is published in both English and Chinese. Should any conflict regarding meaning arises, the Chinese version shall prevail.
 
146

 

SIGNATURE



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.



China Petroleum & Chemical Corporation



By: /s/ Chen Ge

Name: Chen Ge

Title: Secretary to the Board of Directors



Date: August 29, 2011