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 November, 2004
China Petroleum & Chemical Corporation
A6, Huixindong Street,
Chaoyang District Beijing, 100029
People's Republic of China
Tel: (8610) 6499-0060
(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 T Form 40-F _____
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(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 T
---------
(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:
Notice of extraordinary general meeting for 2004 of China Petroleum
& Chemical Corporation (the "registrant") made on November 6, 2004 in English
by the registrant.
China Petroleum & Chemical Corporation
(a joint stock limited company incorporated
in the People's Republic of China with limited liability)
(Stock Code: 0386)
NOTICE OF EXTRAORDINARY GENERAL MEETING FOR 2004
NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (the "EGM") of
China Petroleum & Chemical Corporation ("Sinopec Corp.") for 2004 will be held
at Beijing Crowne Plaza Park View Wuzhou Hotel, 8 Beisihuanzhong Road,
Chaoyang District, Beijing, the People's Republic of China ("PRC") on Tuesday,
21 December 2004 at 9:00 a.m. for the following purposes:
To consider and approve the following matters by way of Ordinary Resolutions:
1. the Proposal regarding the Acquisition of Certain Petrochemical Assets
from China Petrochemical Corporation
2. the Proposal regarding the Acquisition of Certain Catalyst Assets from
China Petrochemical Corporation
3. the Proposal regarding the Acquisition of Certain Gas Station Assets
from China Petrochemical Corporation
4. the Proposal regarding the Disposal of Certain Downhole Operation Assets
to China Petrochemical Corporation
5. the Proposal for the General Meeting of Sinopec Corp. to authorize the
Board to perform all relevant matters in relation to the Acquisition and
the Disposition.
6. the Proposal regarding the Adjustment to the Capital Expenditure Plan
for the Year 2004
The proposals 1 - 5 above involve connected transactions between Sinopec Corp.
and China Petrochemical Corporation ("Sinopec Group Company"), and Sinopec
Group Company will abstain from voting in respect of the resolutions at the
EGM.
Please refer to the announcements published on 2 November 2004 in the China
Securities, Shanghai Securities and Securities Times in the PRC and South
China Morning Post and Hong Kong Economic Times in Hong Kong for details of
above acquisitions and disposal and the adjustment to the Capital Expenditure
Plan.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 6 November 2004
Notes:
1. ELIGIBILITY FOR ATTENDING THE EGM
Holders of Sinopec Corp.'s H shares whose names appear on the register
of members of Sinopec Corp. maintained by Hong Kong Registrars Limited
and holders of domestic shares whose names appear on the domestic shares
register maintained by China Securities Registration and Clearing
Company Limited Shanghai Branch Company at the close of business on
Monday, 22 November 2004 are eligible to attend the EGM. Those who wish
to attend the EGM and vote must submit all H share transfer documents
together with the relevant share certificates to the Hong Kong H share
transfer registrar of Sinopec Corp. before 4 p.m., Friday, 19 November
2004. The address is 46th Floor, Hopewell Centre, 183 Queen's Road East,
Hong Kong.
2. PROXY
(a) A member eligible to attend and vote at the EGM is entitled to
appoint, in written form, one or more proxies to attend and vote
on its behalf. A proxy need not be a shareholder.
(b) A proxy should be appointed by a written instrument signed by the
appointor or its attorney duly authorised in writing. If the form
of proxy is signed by the attorney of the appointor, the power of
attorney authorising that attorney to sign or other authorisation
document(s) must be notarised.
(c) To be valid, the power of attorney or other authorisation
document(s) which have been notarised together with the completed
form of proxy must be delivered, in the case of holders of
domestic shares, to Sinopec Corp. and, in the case of holders of H
shares, to Hong Kong Registrars Limited, not less than 24 hours
before the time designated for holding of the EGM.
(d) A proxy may exercise the right to vote by a show of hands or by
poll. However, if more than one proxy is appointed by a
shareholder, such proxies shall only exercise the right to vote by
poll.
3. REGISTRATION PROCEDURES FOR ATTENDING THE EGM
(a) A shareholder or his proxy shall produce proof of identity when
attending the meeting. If a shareholder is a legal person, its
legal representative or other persons authorised by the board of
directors or other governing body of such shareholder may attend
the EGM by producing a copy of the resolution of the board of
directors or other governing body of such shareholder appointing
such persons to attend the meeting.
(b) Shareholders intending to attend the EGM should return the reply
slip for attending the EGM to Sinopec Corp. on or before
Wednesday, 1 December 2004.
(c) Shareholders may send the above reply slip to Sinopec Corp. in
person, by post or by fax.
4. CLOSURE OF REGISTER OF MEMBERS
The register of members of Sinopec Corp. will be closed from Monday, 22
November 2004 to Tuesday, 21 December 2004 (both days inclusive).
5. METHOD OF VOTING
Pursuant to Rule 13.39(4) of The Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited, voting on
resolutions 1 to 5 will be taken by way of poll. According to article 76
of the articles of association of Sinopec Corp., the voting of the
remaining resolution at the EGM shall be carried out by way of show of
hands, unless any of the following persons request, either before or
after the show of hands, that a voting be carried out by way of poll:
(a) Chairman of the meeting;
(b) At least two shareholders who have voting rights or their
attorneys;
(c) One shareholder who hold, or several shareholders who hold in
aggregation, more than 10% (including 10%) of the
shares that carry voting rights (including their attoneys).
Unless the request to vote by poll is brought, the chairman of the meeting may
announce the result of the voting on a proposal based on the result of the
show of hands, and record this in the minutes of the meeting for final
evidence, with no responsibility to prove the number of votes or any
proportion thereof for or against the resolution passed at the meeting. The
request to vote by poll may be withdrawn by whom who make such request.
6. OTHER BUSINESS
(a) The EGM will not last for more than one day. Shareholders who
attend shall bear their own traveling and accommodation expenses.
(b) The address of the share registrar for H shares of Sinopec Corp.,
Hong Kong Registrars Limited, is at:
46th Floor
Hopewell Centre
183 Queen's Road East
Hong Kong
(c) The registered address of Sinopec Corp. is at:
A6 Huixindong Street
Chaoyang District
Beijing 100029
The People's Republic of China
Telephone No.: (+86) 10 6499 0060
Facsimile No.: (+86) 10 6499 0022
As at the date of this announcement, the directors of the Company are: Messrs.
Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong, Liu
Genyuan, Gao Jian and Fan Yifei; the independent non-executive directors are:
Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and Zhang Youcai; and
the employee representative director is: Mr Cao Yaofeng.
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: November 6, 2004