2100 L STREET, NW

SUITE 900

WASHINGTON

DC 20037

TELEPHONE: 202.887.1500

FACSIMILE: 202.887.0763

www.mofo.com

AUSTIN, BEIJING, BERLIN, BOSTON,

BRUSSELS, DENVER, HONG KONG,

LONDON, LOS ANGELES, NEW YORK,

PALO ALTO, SAN DIEGO, SAN FRANCISCO,

SHANGHAI, SINGAPORE, TOKYO,

Sinopec Shanghai Petrochemical Company Limited

We note that you do not believe that any members of your board of directors, including those who are members or officials of the CCP Committee of the Company, are Chinese Communist Party officials. Please clarify the basis for this statement given Article 33 of the Chinese Communist Party Constitution addresses the leading Party members groups or Party committees of state-owned enterprises, indicating they should play a leadership role and discuss and decide on major issues of their enterprise in accordance with regulations. In your response, please address the following:

Please explain to us in reasonable detail the roles and responsibilities of the CCP Committee of the Company, including how they participate in deciding the major issues of their enterprise and the extent to which this group approves and directs major decisions and activities of their enterprise.

Please provide us with a detailed explanation of the roles and responsibilities of each of your directors who is also an official or member of the CCP Committee of the Company on your operations and major decisions.

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

As stipulated in Article 124 of the Articles, the Board has the following functions and powers:

(1)   to be responsible for convening shareholders’ general meetings and reporting on its work to the shareholders’ general meeting;

(2)   to implement the resolutions of the shareholders’ general meetings;

(3)   to decide on the Company’s business plans and investment proposals;

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

(4)   to formulate the Company’s proposed annual financial budgets and final accounts;

(5)   to formulate the Company’s profit distribution plans and plans for recovery of losses;

(6)   to formulate the Company’s financial strategy, the Company’s plan to increase or decrease its registered capital, the Company’s acquisition of its own shares and the issuance of any type of securities (including but not limited to corporate bonds) and plans for listing or repurchasing Company stocks as per item (1) or (2) of Article 30 of these Articles of Association;

(7)   to draft plans for major acquisitions or disposals, and for the merger, division, dissolution or changing of the form of the Company;

(8)   to formulate the proposal for amendments to the Articles of Association;

(9)   to decide on matters relating to foreign investment, purchase or sale of assets, mortgage of assets, entrusted asset management and connected transactions by the Company within the scope of authority conferred by the shareholders’ general meeting;

(10)  to decide on issues relating to the provision of guarantee in favour of a third party within the scope of authority conferred by the shareholders’ general meeting;

(11)  to appoint or dismiss the Company’s general manager, and pursuant to the general manager’s nomination, to appoint or dismiss deputy general manager and financial officers of the Company; to appoint or dismiss the company secretary; and to decide on their remuneration;

(12)  to appoint or change the members of the boards of directors and supervisory committees of the Company’s wholly-owned subsidiaries, to appoint, change or recommend shareholder representatives, directors (or candidates) and supervisors (or candidates) to the Company’s controlled subsidiaries or subsidiaries in which the Company holds shares;

(13)  to decide on the establishment of the Company’s internal management structure;

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

(14)  to decide on the establishment of branch entities of the Company;

(15)  to formulate the Company’s basic management system;

(16)  to administer the disclosure of information by the Company;

(17)  to submit nominations for the appointment or change of accounting firms as the auditors of the Company to the shareholders’ general meeting;

(18)  to review the work reports of the general manager and monitor the work of the general manager;

(19)  to develop and review the Company’s policies and practices on corporate governance;

(20)  to review and monitor the training and continuous professional development of directors and senior management of the Company;

(21)  to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

(22)  to develop, review and monitor the code of conduct and compliance manual applicable to employees and directors of the Company;

(23)  to resolve for the acquisition of the Company’s shares as per the circumstances as specified in item (3), (5) or (6) of Article 30 of these Articles of Association;

(24)  to decide other major matters and administrative matters not required by laws, administrative regulations or these Articles to be decided by the shareholders’ general meeting, and to sign other major agreements; and

(25)  to exercise other powers as stipulated by laws, administrative regulations, the rules and regulations of authorized departments or these Articles or as authorized by shareholders’ general meeting.

Save and except for the matters in sub-paragraphs (6), (7), (8) above which require the consent of two-thirds or more of all the directors, all the other matters may be approved upon resolution by a majority of all the directors (in which the matter as forth in sub-paragraph (10) is still subject to approval upon resolution by two-thirds or more of all the directors).

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

As stipulated in Article 135 of the Articles, the chairman of the Board has the following functions and powers:

(1)   to preside over shareholders’ general meetings and convene and preside over meetings of the board of directors;

(2)   to organize the implementation of the responsibilities of the board of directors, and to supervise the implementation of board resolutions;

(3)   to sign the Company’s securities;

(4)   to sign major documents of the board of directors and other documents which require signature by the legal representative of the Company;

(5)   to exercise the powers of the legal representative;

(6)   in the case of major natural disaster or other circumstances of force majeure, to exercise special management of matters of the Company in accordance with laws, regulations, and the interests of the Company, and subsequently to report to the board of directors and shareholders’ general meeting; and

(7)   to exercise other powers as authorized by the board of directors.

(2)   Secretary of the CCP Committee of the Company

(1)   Vice-Chairman of the Board

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

(2)   General Manager

As stipulated in the Guidelines for General Manager of the Company, the general manager reports to the Board and has the following functions and powers:

(1)   to be in charge of the Company’s production, operation and management of the Company and organize the implementation of the resolutions of the board;

(2)   to organize the implementation of the Company’s annual business plan and investment plan;

(3)   to formulate the proposal for the internal management structure;

(4)   to formulate the setting up of the Company’s branch entities;

(5)   to formulate the basic management system;

(6)   to formulate the basic rules and regulations of the Company;

(7)   to propose the appointment and dismissal of the deputy general manager and financial officers;

(8)   to appoint or dismiss management personnel other than those required to be appointed or dismissed by the board of directors;

(9)   to decide on the salaries, awards or punishment, appointment, dismissal or removal of the staff and workers of the Company;

(10)  to propose the convening of interim board meetings; and

(11)  to exercise other powers conferred by the Company’s Articles and the board of directors.

(3)   Deputy Secretary of the CCP Committee of the Company

The Company’s Directors Who
Are Also Members of the CCP
Committee of the Company

Main Positions in the
Company

Main Functions and Powers of Their Positions

(1)   Vice General Manager

As stipulated in Article 7 of the Guidelines for General Manager, a vice general manager shall assist the general manager in managing or coordinating certain work of the Company according to the division of work proposed, or as entrusted, by the general manager, and report to the general manager. A vice general manager shall be liable for the work managed or coordinated by, or entrusted to, him or her, and have the corresponding functions and powers. A vice general manager shall promptly report his or her important findings in daily work to the general manager; and shall give proposals to the general manager after investigation or research with respect to policy-related matters.

(2)   Chief Financial Officer

As stipulated in Article 8 of the Guidelines for General Manager, the chief financial officer shall assist the general manager with financial management, investment and financing work, and report to the general manager.

(3)   Member of the CCP Committee of the Company

(1)   Vice General Manager

As stipulated in Article 7 of the Guidelines for General Manager, a vice general manager shall assist the general manager in managing or coordinating certain work of the Company according to the division of work proposed, or as entrusted, by the general manager, and report to the general manager. A vice general manager shall be liable for the work managed or coordinated by, or entrusted to, him or her, and have the corresponding functions and powers. A vice general manager shall promptly report his or her important findings in daily work to the general manager; and shall give proposals to the general manager after investigation or research with respect to policy-related matters.

(2)   Member of CCP Committee of the Company

Please explain to us in more detail how you considered whether the CCP Committee of the Company has effectively been appointed by or is effectively acting as an agent for the Chinese Communist Party and whether the functions of this role would reasonably meet a definition of a Chinese Communist Party official.

The Company believes that, in the context of the HFCA, the term “official” of the Party means an individual who, relying on his or her position in the party, formulates policies of the Party, or makes policy decisions for the Party, or has a substantial influence on the Party’s formulation of policies or making of decisions. The members and officials of the bodies vested with policy-making authority for the Party are a matter of public record in China. The Company considered such public information to confirm that no member of the Company’s Board of Directors is a member of any such policy-making body for the Party.

The CCP Committee of the Company, as a primary level organization of the Party established in accordance with Article 30 of the Constitution of the Chinese Communist Party, only functions within the Company with respect to its production and operation. The members of the CCP Committee of the Company are elected through voting at a Party congress in the Company, and each member of the Board who is also a member of the CCP Committee of the Company works for the Company on a full-time basis, receives compensation and other benefits from the Company only, has no public responsibilities similar to those of a public servant in China, takes no full-time or part-time position in, or receives any remuneration from, any Party or government organization in China, and traditionally is not regarded as an “official” of the Party in China.

the table below sets forth the directors of the Company who are also members of the Chinese Communist Party Committee of the Company (the “CCP Committee”):

Director

Position in the CCP Committee
of the Company

Position in the Company

Sincerely,

/s/ Scott Lesmes

Scott Lesmes

Du Jun, Chief Financial Officer