30 | Related party transactions |
The following is a list of the Groups major related parties:
Names of related parties |
Relationship with the Company | |
Sinopec Group |
Ultimate parent company | |
BOC |
Joint venture of the Group | |
Jinpu |
Joint venture of the Group | |
Yangu Gas |
Joint venture of the Group | |
Secco (i) |
Associate of the Group | |
Chemical Industry |
Associate of the Group | |
Jinsen |
Associate of the Group | |
Azbil |
Associate of the Group | |
Shanghai Nam Kwong Petro-Chemical Company Limited |
Associate of the Group | |
Shanghai Jinhuan Petroleum Naphthalene Development Company Limited |
Associate of the Group | |
Shanghai Chemical Industry Park Logistics Company Limited |
Associate of the Group | |
Sinopec Chemical Commercial Holding Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Sales Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Yizheng Chemical Fibre Company Limited |
Subsidiary of the immediate parent company | |
China International United Petroleum and Chemical Company Limited |
Subsidiary of the immediate parent company | |
China Petrochemical International Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Refinery Product Sales Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Yangzi Petrochemical Company Limited |
Subsidiary of the immediate parent company | |
China Petrochemical International Beijing Company Limited |
Subsidiary of the immediate parent company | |
China Petrochemical International Ningbo Company Limited |
Subsidiary of the immediate parent company | |
China Petrochemical International Tianjin Company Limited |
Subsidiary of the immediate parent company | |
China Petrochemical International Russia Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Europe Company Limited |
Subsidiary of the immediate parent company | |
China and South Korea (Wuhan) petrochemical Company Limited |
Subsidiary of the immediate parent company | |
Sinopec USA Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Chemical Commercial Holding (Hong Kong) Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Huadong Supplies and Equipment Company Limited |
Subsidiary of the immediate parent company | |
Petro-Cyber Works Information Technology Company Limited |
Subsidiary of the immediate parent company | |
Sinopec Fuel Oil Sales Corporation Limited |
Subsidiary of the immediate parent company | |
BASF-YPC Company Limited |
Joint venture of the immediate parent company | |
Zhejiang Baling Hengyi Caprolactam Limited Company |
Joint venture of the immediate parent company | |
Sinopec Petroleum Storage and Reserve Limited |
Subsidiary of the ultimate parent company | |
Sinopec Assets Management Corporation |
Subsidiary of the ultimate parent company | |
Shanghai Petrochemical Machine Manufacturing Company Limited |
Subsidiary of the ultimate parent company |
Sinopec Shanghai Engineering Company Limited |
Subsidiary of the ultimate parent company | |
The Fourth Construction Company of Sinopec |
Subsidiary of the ultimate parent company | |
The Fifth Construction Company of Sinopec |
Subsidiary of the ultimate parent company | |
The Tenth Construction Company of Sinopec |
Subsidiary of the ultimate parent company | |
Sinopec Engineering Incorporation |
Subsidiary of the ultimate parent company | |
Sinopec Ningbo Engineering Company Limited |
Subsidiary of the ultimate parent company | |
Sinopec Finance Company Limited(Sinopec Finance) |
Subsidiary of the ultimate parent company |
(i) For the year ended 31 December 2017, Secco becomes the subsidiary of the immediate parent company.
The following is a summary of significant balances and transactions between the Group and its related parties except for the dividends received as disclosed in the forgoing Note 21.
(a) | Most of the transactions undertaken by the Group during the year ended 31 December 2017 have been affected on such terms as determined by Sinopec Corp. and relevant PRC authorities. |
Sinopec Corp. negotiates and agrees the terms of crude oil supply with suppliers on a group basis, which is then allocated among its subsidiaries, including the Group, on a discretionary basis. Sinopec Corp. also owns a widespread petroleum products sales network and possesses a fairly high market share in domestic petroleum products market, which is subject to extensive regulation by the PRC government.
The Group has entered into a mutual product supply and sales services framework agreement with Sinopec Corp. Pursuant to the agreement, Sinopec Corp. provides the Group with crude oil, other petrochemical raw materials and agent services. On the other hand, the Group provides Sinopec Corp. with petroleum products, petrochemical products and property leasing services.
The pricing policy for these services and products provided under the agreement is as follows:
If there are applicable State (central and local government) tariffs, the pricing shall follow the State tariffs;
If there are no State tariffs, but there are applicable States guidance prices, the pricing shall follow the States guidance prices; or
If there are no State tariffs or States guidance prices, the pricing shall be determined in accordance with the prevailing market prices (including any bidding prices).
Transactions between the Group and Sinopec Corp., its subsidiaries and joint ventures were as follows:
2015 | 2016 | 2017 | ||||||||||
RMB000 | RMB000 | RMB000 | ||||||||||
Sales of petroleum products |
41,731,401 | 33,159,665 | 39,992,682 | |||||||||
Sales other than petroleum products |
4,010,856 | 5,738,425 | 6,708,955 | |||||||||
Purchases of crude oil |
23,313,185 | 21,599,355 | 34,819,936 | |||||||||
Purchases other than crude oil |
4,683,317 | 3,748,055 | 4,987,955 | |||||||||
Sales commissions |
112,245 | 100,221 | 116,616 | |||||||||
Rental income |
29,071 | 28,160 | 28,368 |
(b) | Other transactions between the Group and Sinopec Group and its subsidiaries, associates and joint ventures of the Group were as follows: |
2015 | 2016 | 2017 | ||||||||||
RMB000 | RMB000 | RMB000 | ||||||||||
Sales of goods and service fee income |
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- Sinopec Group and its subsidiaries |
151,417 | 38,389 | 10,531 | |||||||||
- Associates and joint ventures of the Group |
1,466,511 | 2,051,620 | 3,043,689 | |||||||||
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1,617,928 | 2,090,009 | 3,054,220 | ||||||||||
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Purchase |
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- Sinopec Group and its subsidiaries |
421,803 | 1,056,737 | 378,111 | |||||||||
- Associates and joint ventures of the Group |
3,607,573 | 3,602,791 | 4,034,448 | |||||||||
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4,029,376 | 4,659,528 | 4,412,559 | ||||||||||
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Insurance premiums expenses |
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- Sinopec Group and its subsidiaries |
117,914 | 123,621 | 126,405 | |||||||||
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Lease expenses |
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- Sinopec Group and its subsidiaries |
| 53,960 | 53,960 | |||||||||
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Interest income |
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- Sinopec Finance |
624 | 232 | 5,147 | |||||||||
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Loans borrowed |
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- Sinopec Finance |
5,720,000 | | | |||||||||
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Loans repayment |
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- Sinopec Finance |
6,420,000 | 370,000 | | |||||||||
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Interest expense |
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- Sinopec Finance |
31,328 | 3,322 | | |||||||||
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Construction and installation cost |
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- Sinopec Group and its subsidiaries |
158,822 | 177,792 | 172,404 | |||||||||
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The directors of the Company are of the opinion that the transactions with Sinopec Corp., its subsidiaries and joint ventures, Sinopec Group and its subsidiaries, associates and joint ventures of the Group as disclosed in Note 30(a) and 30(b) were conducted in the ordinary course of business, on normal commercial terms and in accordance with the agreements governing such transactions.
(c) | The relevant amounts due from/to Sinopec Corp., its subsidiaries and joint venture, Sinopec Group and its subsidiaries, associates and joint ventures of the Group, arising from purchases, sales and other transactions as disclosed in Note 30 (a) and 30(b), are summarised as follows: |
As at 31 December | ||||||||
2016 | 2017 | |||||||
RMB000 | RMB000 | |||||||
Amounts due from related parties |
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- Sinopec Corp., its subsidiaries and joint ventures |
1,226,972 | 1,792,857 | ||||||
- Sinopec Group and its subsidiaries |
331 | 763 | ||||||
- Associates and joint ventures of the Group |
63,316 | 181,788 | ||||||
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1,290,619 | 1,975,408 | |||||||
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Amounts due to related parties |
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- Sinopec Corp., its subsidiaries and joint ventures |
2,620,546 | 3,250,329 | ||||||
- Sinopec Group and its subsidiaries |
387,788 | 61,728 | ||||||
- Associates and joint ventures of the Group |
35,970 | 419,630 | ||||||
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3,044,304 | 3,731,687 | |||||||
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Cash deposits, maturing within 3 months |
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- Sinopec Finance |
169,261 | 29,128 | ||||||
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(d) | As at 31 December 2017 and 31 December 2016, cash deposits with Sinopec Finance were at an interest rate of 0.35% per annum. |
(e) | Key management personnel compensation and post-employment benefit plans |
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 personnel compensations are as follows:
Year ended 31 December | ||||||||||||
2015 | 2016 | 2017 | ||||||||||
RMB000 | RMB000 | RMB000 | ||||||||||
Short-term employee benefits |
4,469 | 5,218 | 5,926 | |||||||||
Post-employment benefits |
147 | 148 | 143 | |||||||||
Share-based payments |
1,342 | 1,270 | 505 | |||||||||
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5,958 | 6,636 | 6,574 | ||||||||||
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(f) | Contributions to defined contribution retirement plans |
The Group participates in defined contribution retirement plans organized by municipal governments for its staff. The contributions to defined contribution retirement plans are as follows:
Year ended 31 December | ||||||||||||
2015 | 2016 | 2017 | ||||||||||
RMB000 | RMB000 | RMB000 | ||||||||||
Municipal retirement scheme costs |
273,841 | 247,710 | 249,578 | |||||||||
Supplementary retirement scheme costs |
68,921 | 69,846 | 66,546 | |||||||||
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As at 31 December 2017 and 31 December 2016, there was no material outstanding contribution to the above defined contribution retirement plans.
(g) | Transactions with other state-owned entities in the PRC |
The Group is a state-controlled enterprise and operates in an economic regime currently dominated by entities directly or indirectly controlled by the PRC government (collectively referred to as state-controlled entities) through its government authorities, agencies, affiliations and other organisations.
Apart from transactions with related parties, the Group has transactions with other state-controlled entities which include, but are not limited to, the following:
| sales and purchases of goods and ancillary materials; |
| rendering and receiving services; |
| lease of assets, purchase of property, plant and equipment; |
| placing deposits and obtaining finance; and |
| use of public utilities |
These transactions are conducted in the ordinary course of the Groups business on terms comparable to those with other entities that are not state controlled. The Group has established its procurement policies, pricing strategy and approval process for purchases and sales of products and services which do not depend on whether the counterparties are state-controlled entities or not.
(h) | Commitments with related parties |
(1) | Construction and installation cost: |
As at 31 December | ||||||||
2016 | 2017 | |||||||
RMB000 | RMB000 | |||||||
Sinopec Group and its subsidiaries |
4,310 | 29,528 | ||||||
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(2) | Operating lease commitments Group company as lessee |
As at 31 December | ||||||||
2016 | 2017 | |||||||
RMB000 | RMB000 | |||||||
Sinopec Group and its subsidiaries |
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No later than 1 year |
53,960 | 59,160 | ||||||
Later than 1 year and no later than 2 years |
53,960 | | ||||||
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107,920 | 59,160 | |||||||
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The lease agreement is non-cancellable and will be ended at 31 December 2018.
(i) | Investment commitments with related parties |
As at 31 December | ||||||||
2016 | 2017 | |||||||
RMB000 | RMB000 | |||||||
Capital contribution to Shanghai Secco |
111,263 | 111,263 | ||||||
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Pursuant to the resolution of the 18th meeting of the 7th term of Board of Directors on 5 December 2013, the Company was approved to make capital contribution of USD 30,017 thousands (RMB 182,804 thousands equivalent) to Shanghai Secco, an associate of the Group. The capital to Shanghai Secco will be contributed in RMB by instalments. The capital contribution is mainly to meet the funding needs of the implementation of the 260,000 tons of AN-2 project (AN-2 project ), and 90,000 tons of BEU-2 project(BEU-2 project).
On 10 December 2013, the Company contributed the first instalment of RMB 60,000 thousands for AN-2 project. On 5 March 2014, the Company contributed the first instalment of RMB 11,541 thousands for BEU-2 project. According to the approval by Shanghai Municipal Commission of Commerce date 19 October 2015, the rest of the capital contribution to Shanghai Secco should be made within 50 years starting from its registration date.
Except for the above disclosed in Note 30(h) and 30(i), the Group had no other material commitments with related parties as at 31 December 2017, which are contracted, but not included in the financial statements.