United States securities and exchange commission logo





                              July 14, 2022

       Du Jun
       Chief Financial Officer
       SINOPEC SHANGHAI PETROCHEMICAL CO LTD
       No. 48 Jinyi Road, Jinshan District, Shanghai, 200540
       The People   s Republic of China

                                                        Re: SINOPEC SHANGHAI
PETROCHEMICAL CO LTD
                                                            Form 20-F for the
for the Fiscal Year Ended December 31, 2021
                                                            Response dated June
30, 2022
                                                            File No. 001-12158

       Dear Mr. Jun:

              We have reviewed your June 30, 2022 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

               After reviewing your response to these comments, we may have
additional
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       June 1, 2022 letter.

       Correspondence dated June 30, 2022

       Item 3.C. Risk Factors, page 2

   1.                                                   Please reorganize your
risk factors so that risks associated with being based in China are
                                                        grouped together and
disclosed prominently under a separate heading as the first set of
                                                        risk factors under Item
3.C.
   2.                                                   We note your response
to comment 2 and reissue in part. Please revise to discuss risks
                                                        arising from the legal
system in China, including risks and uncertainties regarding the
                                                        enforcement of laws and
that rules and regulations in China can change quickly with little
                                                        advance notice; and the
risk that the Chinese government may intervene or influence your
                                                        operations at any time,
or may exert more control over offerings conducted overseas
                                                        and/or foreign
investment in China-based issuers, which could result in a material change
                                                        in your operations
and/or the value of your securities. Please address each material risk
 Du Jun
FirstName  LastNameDu PETROCHEMICAL
                      Jun
SINOPEC SHANGHAI                    CO LTD
Comapany
July       NameSINOPEC SHANGHAI PETROCHEMICAL CO LTD
     14, 2022
July 14,
Page  2 2022 Page 2
FirstName LastName
         under a separately-captioned risk factor. Revise your discussion
acknowledging that any
         measures taken by the PRC authorities to regulate or exert more
control over securities
         offerings conducted and foreign investments in China-based issuers
could limit or hinder
         your ability to offer or continue to offer securities to investors to
explicitly disclose that
         such action could cause the value of your securities to significantly
decline or be
         worthless. Additionally, we note your statement here and under Item
4.B. that your ability
         to transfer money or other assets out of China has not been
substantively affected by the
         Security Review Measures, other than    approvals and filing processes
required under
         prevailing PRC laws and regulations.    Revise to describe the
approval and filing
         processes to which you refer. Please also clarify your disclosure with
reference to
         restrictions on foreign exchange transactions, as referenced on page
7, so that your
         disclosure does not imply that your ability to transfer money or other
assets out of China
         is unrestricted. Please make corresponding revisions to your
disclosure under Item 4.B.
3.       We note your response to comment 3 and reissue in part. Please amend
to highlight
         separately the risk that the Chinese government may intervene or
influence your
         operations at any time, which could result in a material change in
your operations and/or
         the value of your securities. Revise to explicitly disclose that
action by the Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could cause the value
of your securities
         to significantly decline or be worthless.
4.       We note your response to comment 4 and reissue. Revise to explicitly
address how greater
         oversight by the Cyberspace Administration of China (CAC) impacts your
business and
         your securities and to what extent you believe that you are compliant
with the regulations
         or policies that have been issued by the CAC to date. If you
determined that you are not
         subject to the review of or do not require approval of the CAC,
explain the basis for your
         belief. If you relied on the advice of counsel, revise to identify
counsel. If you did not rely
         on advice of counsel, explain why you did not rely on advice of
counsel.
5.       We note your response to comment 5 and reissue in part. Please add
risk factor disclosure
         highlighting the risks that your directors' and officers' residence in
China may make it
         even more difficult to enforce any judgments obtained from foreign
courts against such
         persons compared to other non-U.S. jurisdictions.
Item 4.B. Business Overview, page 13

6.       We note your response to comment 7 and reissue in part. Revise to
acknowledge that legal
         and operational risks associated with being based in China could cause
the value of your
         securities to significantly decline or be worthless.
7.       We note your response to comment 9 and reissue in part. Please revise
to add the proposed
         disclosure to the "Business Overview" section under Item 4.B.
Additionally, quantify
         dividends or distributions made to U.S. investors, the source, and
their tax consequences.
         We note your reference to filing pursuant to applicable foreign
exchange
 Du Jun
SINOPEC SHANGHAI PETROCHEMICAL CO LTD
July 14, 2022
Page 3
      control procedures and to restrictions on foreign exchange transactions
under the capital
      account. Revise to describe any restrictions on foreign exchange and your
ability to
      transfer cash between entities, across borders and to U.S. investors. For
example, describe
      the filings and foreign exchange control procedures to which you refer.
8.    We note your response to comment 10 and reissue in part. Please state
affirmatively
      whether any permissions or approvals have been denied. Please revise to
describe the
      consequences to you and your investors if you or your subsidiaries: (i)
do not receive or
      maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions
      or approvals are not required, or (iii) applicable laws, regulations, or
interpretations
      change and you are required to obtain such permissions or approvals in
the future.
      You may contact Daniel Crawford at 202-551-7767 or Christine Westbrook at
202-551-
5019 with any questions.



                                                           Sincerely,
FirstName LastNameDu Jun
                                         Division of Corporation Finance
Comapany NameSINOPEC SHANGHAI PETROCHEMICAL CO LTD
                                         Office of Life Sciences
July 14, 2022 Page 3
cc:       Scott Lesmes, Esq.
FirstName LastName