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, 2007
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
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ü
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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. )
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Yes
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No
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ü
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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:
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|
(1)
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An
announcement on the Resignation of Mr. Chen Tonghai as Director and
Charman of the Board of China Petroleum & Chemical corporation (the
"Registrant"), issued by the Registrant on June 22,
2007;
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|
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(2)
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An
announcement on the resolution passed at the eleventh meeting of the
third session of board of directors of the Registrant on June 24,
2007;
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| (3) | An announcement on the results of the second extraordinary general meeting for the year 2007 of the Registrant, issued by the Registrant in English on August 10, 2007; and |
| (4) | An announcement on the resolution passed at the thirteenth meeting of the third session of board of directors of the Registrant, issued by the Registrant in English on August 10, 2007. |
2
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Announcement
on Resignation of Mr. Chen Tonghai as Director and Chairman of the
Board
The
board of directors (the "Board") of China Petroleum &
Chemical Corporation ("Sinopec Corp.") announces that Mr. Chen
Tonghai has resigned as a Director and the Chairman of the Board
("Chairman") of Sinopec Corp. for personal reasons with effect
from 22 June 2007. Pursuant to the relevant provisions of the PRC
Company Law and the Articles of Association of Sinopec Corp., Mr. Zhou
Yuan, the Vice-Chairman of Sinopec Corp, will perform the duties and powers
of
the Chairman prior to the election of a new Chairman.
|
By
Order of the Board
China
Petroleum & Chemical
Corporation
Chen
Ge
Secretary
to the Board of Directors
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Beijing,
the PRC, 22 June 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
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
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Announcement
Resolutions
Passed at the Eleventh Meeting of the Third Session of the Board of
Directors
The
Eleventh Meeting (the “Meeting”) of the Third Session of the
Board of Directors (the “Board”) of China Petroleum &
Chemical Corporation (“Sinopec Corp.”) was convened by way of
written resolutions on 24 June 2007. The Meeting was convened in compliance
with
the provisions of the relevant laws and regulations and all of the ten directors
of Sinopec Corp. signed the written resolutions.
It
was resolved as follows:
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1.
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Mr.
Zhou Yuan, the Vice-Chairman of Sinopec Corp., will perform the
duties and
powers of the Chairman of the Board prior to the election of a
new
Chairman; and
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|
2.
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Pursuant
to the Articles of Association of Sinopec Corp., the Board nominated
Mr.
Su Shulin as the candidate for a director of the Third Session
of the
Board (please refer to the appendix to this announcement for the
biography
of Mr. Su Shulin). The nomination will be submitted as a proposal
to the
Second Extraordinary General Meeting for 2007 for approval. The
independent directors who were present at the Meeting agreed to
this
nomination.
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By
Order of the Board
China
Petroleum & Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
PRC
24
June 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Zhou
Yuan*, Wang Tianpu#, Zhang
Jianhua#, Wang
Zhigang#, Dai
Houliang#, Fan
Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+
and Li Deshui+.
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#
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Executive
Directors
|
|
*
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Non-executive
Directors
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|
+
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Independent
Non-executive Directors
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Appendix
BIOGRAPHY
OF MR. SU SHULIN
Mr.
Su Shulin, aged 45, is a General Manager and Secretary to the Party Committee
of
China Petrochemical Corporation. Mr. Su graduated from Daqing Petroleum
Institute with a Bachelor's Degree in Petroleum and Geology in July 1983.
In
April 1999, he obtained a Master's Degree in Administration from Harbin
Engineering University, majoring in Management Engineering. Mr. Su worked
with
CNPC Daqing Petroleum Administration Bureau from July 1983 to October 1986.
From
October 1986 to February 1992, Mr. Su served as Vice Director of the Geological
Research Institute under No. 9 Oil Production Plant of CNPC Daqing Petroleum
Administration Bureau. Mr. Su was Vice General Geologist of No. 9 Oil Production
Plant of CNPC Daqing Petroleum Administration Bureau from February 1992 to
May
1994. He was Vice General Geologist of CNPC Daqing Petroleum Administration
Bureau and Head of No. 4 Oil Production Plant from May 1994 to March 1996,
Mr.
Su was promoted to Senior Engineer (at professor level) as an exceptional
case.
From March 1996 to January 1997, Mr. Su acted as Assistant to the Director
of
CNPC Daqing Petroleum Administration Bureau. From January to November 1997,
Mr.
Su served as Head of the No. 1 Oil and Gas Development Department and Assistant
to the Director of CNPC Daqing Petroleum Administration Bureau. From November
1997 to January 1999, Mr. Su was Deputy Director and member of the Party
Committee of CNPC Daqing Petroleum Administration Bureau. From January to
September 1999, Mr. Su was Director and Vice Secretary to the Party Committee
of
CNPC Daqing Petroleum Administration Bureau. From September 1999 to August
2000,
Mr. Su Shulin was served as Vice President of PetroChina Company Limited
and
Chairman, General Manager and Secretary to the Party Committee of Daqing
Oilfield Company Limited and Vice Secretary to Party Committee of CNPC Daqing
Petroleum Administration Bureau. From August 2000 to March 2001, Mr. Su acted
as
Deputy General Manager and member of the Party Committee of China National
Petroleum Corporation, Vice President of PetroChina Company Limited, Chairman,
General Manager and Secretary to the Party Committee of Daqing Oilfield Company
Limited as well as Vice Secretary to the Party Committee of CNPC Daqing
Petroleum Administration Bureau. From March 2001 to December 2002, Mr. Su
served
as Deputy General Manager and member of the Party Committee of China National
Petroleum Corporation, Vice President of PetroChina Company Limited and Chairman
and General Manager of Daqing Oilfield Company Limited. From December 2002
to
December 2003, Mr. Su acted as Deputy General Manager and member of the Party
Committee of China National Petroleum Corporation, Director and Senior Vice
President of PetroChina Company Limited as well as Chairman and General Manager
of Daqing Oilfield Company Limited. From December 2003 to September 2006,
Mr. Su
acted as Deputy General Manager and member of the Party Committee of China
National Petroleum Corporation, Director and Senior Vice President of PetroChina
Company Limited. From September 2006 to October 2006, Mr. Su was elected
as a
member of the Standing Committee of the provincial Party Committee of Liaoning
Province. In October 2006, Mr. Su was appointed as a member of the Standing
Committee and Head of the Organization Department of Liaoning Provincial
Committee. Mr. Su Shulin acted as General Manager and Secretary to the Party
Committee of China Petrochemical Corporation from 22 June 2007. Mr. Su is
an
alternative member of the 16th Session of the CPC Central
Committee.
Save
for serving as General Manager of China Petrochemical Corporation, Mr. Su
Shulin
does not have any connection with Sinopec Corp. or its controlling shareholder
or actual controlling person, he does not hold any shares of Sinopec Corp.
and
has not received any punishment or regulatory sanction imposed by the China
Securities Regulatory Commission and any other competent departments or stock
exchanges.
Mr.
Su Shulin will enter into a service contract with Sinopec Corp. once he is
elected at the EGM.
Mr.
Su Shulin has no interest in the shares of Sinopec Corp. within the meaning
of
Part XV of the Securities and Futures Ordinance.
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Results
of EGM
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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
accept full responsibility for any misrepresentation, misleading
statements or material omissions contained in this
announcement.
|
The
second extraordinary general meeting for the year 2007 (the
“EGM”) of China Petroleum & Chemical Corporation
(“Sinopec Corp.”) was held at the Crown Plaza Beijing-Park View
Wuzhou, No.8 North Si Huan Zhong Road, Chaoyang District, Beijing, PRC at 9:00
a.m. on 10 August 2007. The EGM was convened by the board of directors of
Sinopec Corp. (the “Board”) and held by way of a physical
meeting and was chaired by Mr. Zhou Yuan, Vice Chairman of the Board. 12
shareholders and authorized proxies holding an aggregate of 73,054,593,892
shares carrying voting rights of Sinopec Corp., representing 84.2590% of the
total voting shares of Sinopec Corp. (of a total of 86,702,439,000 shares with
voting rights in issue) were present at the EGM. The EGM was held in accordance
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.
After
consideration by the shareholders of Sinopec Corp. and their authorised proxies
and through voting by way of a poll, the following resolution was passed at
the
EGM:
THAT
Mr. Su Shulin, who was nominated by the Board, was elected as a director of
the
third session of the board of directors of Sinopec Corp.
Votes
in favour of the resolution: 72,840,643,070 shares; votes against the
resolution: 213,950,822 shares; representing 99.7071% and 0.2929% respectively
of the total number of shares carrying voting rights of Sinopec Corp. held
by
shareholders (including their proxies) present at the EGM and the resolution
was
duly passed.
In
accordance with 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). Mr. He Fei, 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 procedures for
voting at the EGM, the eligibility of the shareholders and their proxies
attending the EGM and the qualifications of the convener of the EGM were in
compliance with all relevant laws and regulations and the Articles of
Association of Sinopec Corp. and that the results of the voting the EGM were
effective.
In
accordance with 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 10 August 2007 and will resume from
9:30 a.m. on 13 August 2007.
|
By
Order of the Board
China
Petroleum & Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
PRC, 10 August 2007
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Note:
|
the
taking of the poll results was scrutinized by KPMG, Certified
Public
Accountants, whose work was limited to the conduct of
certain
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|
|
procedures
required 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.
was identical to 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 auditing standards 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.
Su
Shulin*, 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
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
Announcement
on the Resolution Passed at the Thirteenth Meeting of the
Third
Session of Board of Directors
(Overseas
Regulatory Announcement)
|
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
accept full responsibility for any misrepresentation, misleading
statements or material omissions contained in this
announcement.
|
The
Thirteenth Meeting of the Third Session (the “Meeting” ) of the
Board of Directors of China Petroleum & Chemical Corporation
(“Sinopec Corp.”) was convened by way of a physical meeting in
Beijing on 10 August 2007 following the dispatch of a written notice relating
to
this meeting on 1 August 2007.
Present
at the meeting were Mr. Zhou Yuan (Vice Chairman of the Board of Directors),
and
Messrs. Su Shuling, Wang Tianpu, Zhang Jianhua, Wang Zhigang, Dai Houliang,
Liu
Zhongli, Shi Wanpeng, Li Deshui and Yao Zhongmin, all being directors of Sinopec
Corp. Mr. Fan Yifei (Director) was absent due to business reason and he
authorized Mr. Wang Tianpu (Director) to attend and vote. The meeting was held
in accordance with the requirements of the relevant laws, administrative
regulations, departmental rules and the provisions of the Articles of
Association of Sinopec Corp.
The
Meeting was convened and chaired by Mr. Zhou Yuan (Vice Chairman) and, after
careful consideration and voting by the directors at the meeting, the resolution
electing Mr. Su Shulin as Chairman of the Third Session of the Board of
Directors of Sinopec Corp was unanimously passed.
|
By
Order of the Board
China
Petroleum & Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
|
Beijing,
the PRC, 10 August 2007
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Su
Shulin*, 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
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.
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China
Petroleum & Chemical Corporation
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By:
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/s/
Chen Ge
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Name:
|
Chen
Ge
|
|
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Title:
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Secretary
to the Board of Directors
|
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Date:
September 10, 2007