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, 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 X | Form 40-F _____ |
(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 |
(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:
An
announcement on resolutions passd at the seventeenth meeting of the third
session of the Board of Directors of China Petroleum & Chemical Corporation
(the “Registrant”), issued by the Registrant on November 16, 2007.
(a
joint stock limited company incorporated in the People´s Republic of China with
limited liability)
(Stock
Code: 0386)
Announcement
on Resolutions Passd at the Seventeenth Meeting of the
Third
Session of the Board of Directors
|
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
seventeenth meeting (the "Meeting") of the Third Session of the Board of
Directors (the "Board of Directors") of China Petroleum & Chemical
Corporation (the "Sinopec Corp.") was convened by way of written resolutions
in
Beijing on 16 November 2007. All of the directors attended the
Meeting.
The
resolutions in respect of the issuance of convertible bonds with detachable
warrants (the "Issuance") were passed at the third extraordinary general
meeting
(the "EGM") of Sinopec Corp. and the director and/or secretary to the Board
were
authorised to deal with the relevant matters related to the Issuance, including
the adjustment of the use of proceeds from the Issuance, the "Management
Method
of the Use of Proceeds", the determination of the designated account for
the
proceeds from the Issuance, and the "Rules Governing Meetings of Bond Holders".
It was resolved as follows:
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I.
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The
proposal for the authorisations to director and/ or board secretary
to
complete matters related to the Issuance was
approved.
|
Director
Dai Houliang and/ or Mr. Chen Ge, the secretary to the Board of Directors,
were
authorised to deal with matters related to the Issuance, including but not
limited to:
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1.
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Subject
to the laws, regulations, CSRC rules and other regulatory rules
and to the
extent of the scope as permitted by the Articles of Association
of Sinopec
Corp. ("Articles of Association"), Mr. Dai Houliang was authorised
to
determine the specific terms and issue plan prior to the Issuance
in
accordance with the requirements of the regulatory authorities
and in view
of the actual conditions of
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1
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Sinopec
Corp., to formulate and implement the final proposals for the issue
of
Bonds with Warrants and to decide on the timing of the
Issuance.
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2.
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Mr.
Dai Houliang was authorised to determine the specific arrangements
on the
use of proceeds as approved at the EGM. Subject to the applicable
laws in
the Mainland China at the time of the Issuance, Mr. Dai Houliang
was
authorised to adjust the issue plan and the use of proceeds in
case the
Chinese government promulgates any new regulations in relation
to the
issuance of Bonds with Warrants, or the regulatory authorities
stipulate
new requirements, or there are changes in the market
conditions;
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3.
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Mr.
Dai Houliang was authorised to produce, amend, file the application
materials of the Issuance in accordance with the requirements of
the
securities regulatory authorities;
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4.
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Mr.
Dai Houliang was authorised to amend, supplement, execute, submit,
report
and implement the agreements, contracts and documents (including
but not
limited to guarantee contracts) during the course of the
Issuance;
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5.
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After
the exercise of the warrants, Mr. Chen Ge was authorised to make
necessary
and appropriate amendments to Articles 20 and 23 of the Articles
of
Association according to the actual exercise conditions to reflect
the
changes in the shareholdings, registered capital of Sinopec Corp.
made
under this resolution;
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6.
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Mr.
Chen Ge was authorised to execute the engagement agreements with
the
sponsors (lead underwriters) and other intermediaries in respect
of the
Issuance;
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7.
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Mr.
Chen Ge was authorised to deal with matters relating to the listing
of the
Bonds with Warrants;
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8.
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Mr.
Chen Ge was authorised to deal with other matters relating to the
Issuance.
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II.
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The
proposal forthe adjustment of the use of proceeds from
the Issuance was approved.
|
The
use
of proceeds from the Issuance was approved to be adjusted within the scope
of
the use of proceeds as approved by shareholders at the EGM.
2
The
original proposal for use of proceeds was as follows:
"The
proceeds from the issuance of the bonds will be applied to the Sichuan-to-East
China Gas Project, Tianjin 1 million tpa ethylene project, Zhenhai 1 million
tpa
ethylene project, and to the repayment of bank borrowings. The proceeds from
the
exercise of the Warrants will be applied to the Tianjin 1 million tpa ethylene
project, Zhenhai 1 million tpa ethylene project, Wuhan 0.8 million tpa ethylene
project, Shengli Oilfield key production capacity construction and production
capacity construction on the new Tahe Oilfied areas.
In
the
event that the proceeds raised from this issuance are not sufficient to finance
these projects, or the availability of the proceeds is not consistent with
the
progress of these projects, Sinopec Corp. will complete the investment in
the
projects with its own resources, bank borrowings or by other ways of debt
financing. Once the proceeds are sufficient, Sinopec Corp. will prioritise
their
use according to the needs of the projects stated above. Any surplus from
the
proceeds raised will be applied to repay bank borrowings and supplement working
capital."
The
use
of proceeds was approved to be adjusted as follows:
"The
proceeds from the issuance of the bonds will be applied towards the
Sichuan-to-East China Gas Project, Tianjin 1 million tpa ethylene project,
ZhenHai 1 million tpa ethylene project, and towards the repayment of bank
borrowings. The proceeds from the exercise of the Warrants will be applied
towards the Tianjin 1 million tpa ethylene project, ZhenHai 1 million tpa
ethylene project, Wuhan 0.8 million tpa ethylene project, towards the repayment
of bank borrowings or supplementing working capital.
In
the
event that the proceeds raised from this issuance are not sufficient to finance
these projects, or the availability of the proceeds is not consistent with
the
progress of these projects, Sinopec Corp. will complete the investment in
the
projects with its own resources, bank borrowings or by other ways of debt
financing. Once the proceeds are sufficient, Sinopec Corp. will prioritise
their
use according to the needs of the projects stated above. Any surplus from
the
proceeds raised will be applied to repay bank borrowings and supplement working
capital."
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III.
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The
"Management Method of the Use of Proceeds" was
approved.
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The
"Management Method of the Use of Proceeds of China Petroleum & Chemical
Corporation" was approved.
3
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IV.
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The
designated account of the proceeds from the Issuance was
approved.
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The
proceeds from the Issuance will be deposited in the designated account of
Sinopec Corp., the opening branch of which is He Ping Li sub-branch, Beijing
Branch of the Industrial and Commercial Bank of China, and the account number
is
0200004229200104280.
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V.
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The
"Rules Governing Meetings of Bond Holders" was approved and the
director
was authorised to amend
it.
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The
"Rules Governing Meeting of Holders of Convertible Bonds with Detachable
Warrants of China Petroleum & Chemical Corporation" was approved. Mr. Dai
Houliang was authorised to amend it before the publication of the offering
circular pursuant to the requirements of the securities regulatory authorities
or as circumstances demands.
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By
Order of the Board
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China
Petroleum & Chemical Corporation
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Chen
Ge
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Secretary
to the Board of Directors
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Beijing,
the PRC, 16 November 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
4
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 19, 2007