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 September, 2005
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 X 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 X
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(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:
The announcement on resolutions passed at the first extraordinary general
meeting for the Year 2005 of China Petroleum & Chemical Corporation (the
"Registrant"), made by the Registrant in English on September 19, 2005.
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
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Name: Chen Ge
Title: Secretary to the Board of Directors
Date: September 19, 2005
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of
China with limited liability) (Stock Code: 0386)
Announcement on Resolutions Passed at the First Extraordinary General Meeting
for the Year 2005
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Sinopec Corp. and all members of its board of the directors warrant that there
are no material omissions from, or misrepresentations or misleading statements
contained in, this announcement, and severally and jointly accept full
responsibility for the authenticity, accuracy and completeness of the
information contained in this announcement.
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The first extraordinary general meeting for the year 2005 (the "EGM") of China
Petroleum & Chemical Corporation ("Sinopec Corp.") was held at Crowne Plaza
Beijing - Park View Wuzhou, No. 8 North Si Huan Zhong Road, Chaoyang District,
Beijing, PRC on 19th September 2005 at 9:00 a.m., 9 shareholders and authorised
proxies holding an aggregate of 72,833,581,530 shares carrying voting rights of
Sinopec Corp., representing 84.0% of the total voting shares of Sinopec Corp.,
(there are in total 86,702,439,000 shares with voting rights in issue), were
present at the EGM. This shareholding proportion was in compliance with the
requirements of the Company Law of the People's Republic of China and the
provisions of the Articles of Association of Sinopec Corp. Out of the
shareholders and authorised proxies present at the EGM, there were 5
shareholders holding tradable shares (including proxies), holding an aggregate
of 6,298,390,530 shares carrying voting rights of Sinopec Corp. and 4
shareholders holding non-tradable shares (including proxies), holding an
aggregate of 66,535,191,000 shares carrying voting rights of Sinopec Corp.
The EGM was convened by the board of directors of Sinopec Corp. (the "Board")
and chaired by Mr. Wang Jiming, Vice Chairman of the Board. The EGM was held in
accordance with the requirements of the Company Law of the People's Republic of
China and other relevant laws and regulations, and the provisions of the
Articles of Association of Sinopec Corp. After consideration by the shareholders
and authorised proxies and through voting by way of a poll on the proposed
resolution, the following special resolution regarding the issue of short-term
commercial paper was passed at the EGM:
(1) An approval to be given to Sinopec Corp. to issue in one or multiple
tranches a short-term commercial paper of an aggregate principal amount
up to 10% of the net asset value as shown in Sinopec Corp.'s latest
audited consolidated financial statements prepared in accordance with
PRC Accounting Rules and Regulations and up to the maximum amount for
issue of short-term commercial paper as approved by the People's Bank
of China (the "PBOC") after shareholders' approval, pursuant to the
Administrative Measures on Short-term Commercial Papers promulgated by
the PBOC and any other applicable regulations; and
(2) an unconditional general mandate to be given to the Board or any two or
more directors to determine the terms and conditions and any relevant
matters in relation to the issue of short-term commercial paper in view
of the demand of Sinopec Corp. and the market conditions, including but
not limited to the final principal amount, interest rate and term of
maturity of the short-term commercial paper as set out in (1) above and
the preparation and execution of all necessary documents.
Votes in favour of the resolution: 72,789,225,108 shares; and votes against the
resolution: 44,356,422 shares, representing 99.9391% and 0.0609%, respectively,
of the total number of shares carrying voting rights of Sinopec Corp. held by
shareholders (including proxies) present at the EGM. Out of which, votes of
shareholders holding tradable shares in favour of the resolution: 6,254,034,108
shares; and votes of shareholders holding tradable shares against the
resolution: 44,356,422 shares; votes of shareholders holding non-tradable shares
in favour of the resolution: 66,535,191,000 shares; votes of shareholders
holding non-tradable shares against the resolution: nil.
According to the requirements of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited, KPMG was appointed as the scrutineer
in respect of voting at the EGM (Note). Ms. Li Liping , a PRC lawyer from Haiwen
& Partners, attended the EGM and issued a legal opinion that the convening of
the EGM, the procedures for holding the EGM, the eligibility of the persons
attending the EGM and the procedures for voting at the EGM were in compliance
with relevant laws and regulations and the Articles of Association of Sinopec
Corp.
According to the requirements of the Listing Rules of the Shanghai Stock
Exchange, the trading of A shares of Sinopec Corp. on the Shanghai Stock
Exchange was suspended from 9:30 a.m. on 19th September 2005 and will resume
from 9.30 a.m. on 20th September 2005.
By Order of the Board
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 19th September 2005
Note: The taking of the poll results was scrutinised by KPMG, Certified Public
Accountants, whose work was limited to the conduct of certain procedures
requested by Sinopec Corp. in accordance with the provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited to confirm that the poll results summary prepared by Sinopec Corp.
were identical with the results shown in the poll forms collected and
provided by Sinopec Corp. to KPMG. The work performed by KPMG in this
respect did not constitute either an audit or a review made in accordance
with Hong Kong Standards on Auditing, Hong Kong Standards on Review
Engagements or Hong Kong Standards on Assurance Engagements nor did it
include provision of any assurance or advice on matters of legal
interpretation or entitlement to vote.
As at the date of this announcement, the directors of Sinopec Corp. are Messrs.
Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong, Liu
Genyuan, Gao Jian and Fan Yifei; the independent non-executive directors of
Sinopec Corp. are Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and
Zhang Youcai; and the employee representative director of Sinopec Corp. is Mr
Cao Yaofeng.