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 December, 2006
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 of the resolutions of the Sixth Meeting of Third Session of
Board of Directors of China Petroleum & Chemical Corporation (the
"Registrant"), made by the Registrant in English on December 6, 2006.
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: December 7, 2006
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
Announcement of the Resolutions of the Sixth Meeting of Third Session
of the Board of Directors
(Overseas Regulatory Announcement)
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China Petroleum & Chemical Corporation and all members of its board of
directors warrant the authenticity, accuracy and completeness of the
information contained in this announcement, and jointly and severally accepts
full responsibility for any misrepresentation, misleading statements or
material omissions contained in this announcement.
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The sixth meeting of the Third Session of the Board of Directors (the
"Meeting") of China Petroleum & Chemical Corporation ("Sinopec Corp.") was
convened on 6 December 2006 by way of written resolutions. The Meeting was
convened in compliance with the provisions of the relevant laws, regulations
and the provisions of the Articles of Association of Sinopec Corp.. The eleven
directors of Sinopec Corp have all signed the written resolutions. The
directors who signed the written resolutions (including the independent
directors) voted and approved the following resolutions:
1. Subject to the approval passed by the shareholders at Sinopec's general
meeting, to grant a general mandate for Sinopec Corp. to issue up to US$
1.5 billion (approximately HK$ 11.7 billion) in principal amount of
convertible bonds outside Mainland China which will be convertible into H
shares (please refer to the announcement published on the same date);
2. Subject to the approval passed by the shareholders at Sinopec's general
meeting, to approve Sinopec Corp. to issue up to RMB 10 billion in
principal amount of domestic corporate bonds (please refer to the
announcement published the same date);
3. To approve the proposal relating to the acquisition of the oil production
assets of Shengli Administrative Bureau, a subsidiary of China
Petrochemical Corporation ("the Acquisition"). The appraised value of the
target assets is RMB3.4997 billion (approximately HK$3.464 billion).
Taking into account of the appraised value of the target assets, the
parties agreed that the consideration for the Acquisition should be
RMB3.5 billion (approximately HK$3.465 billion). (Please refer to the
announcement on connected transaction published on the same date for
details.)
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The independent directors of Sinopec Corp. expressed their views on the
connected transaction independently and they are of the view that the
Acquisition was conducted on normal commercial terms in the ordinary
course of business of Sinopec Corp., the terms of the Acquisition
Agreements are fair and reasonable to Sinopec Corp. and its shareholders
as a whole. No circumstances are detrimental to the interests of Sinopec
Corp. are found. Directors interested in the Acquisition abstained from
voting at the board meeting where the proposed Acquisition was considered
and voted by the board. The voting procedures have complied with the
relevant domestic and overseas laws, regulations and regulatory documents
and the Articles of Association of Sinopec. It was approved for Sinopec
Corp. to enter into the relevant agreements and proceed with the
transaction thereunder.
4 To approve the convening of the 2007 first shareholders' extraordinary
general meeting (EGM). The notice of EGM will be dispatched accordingly.
(Please refer to the announcement published on the same date for details
of the EGM.)
For and on behalf of the Board of Directors
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 6 December 2006
As at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Chen Tonghai*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#, Wang Zhigang#, Dai
Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+ and Li
Deshui+.
# Executive Directors
* Non-executive Directors
+ Independent Non-executive Directors
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