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 May, 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
----- -----
(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:
The announcement of resolutions passed at the 2005 Annual General Meeting of
the board of directors of China Petroleum & Chemical Corporation (the
"Registrant"), made by the Registrant in English on May 24, 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
------------
Name: Chen Ge
Title: Secretary to the Board of Directors
Date: May 24, 2006
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
Announcement of resolutions passed at the 2005 Annual General Meeting
The Annual General Meeting for the year 2005 (the "AGM") of China Petroleum &
Chemical Corporation ("Sinopec Corp.") was held at the Crowne Plaza Beijing -
Park View Wuzhou No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing,
PRC on 24 May 2006 at 9:00a.m. 20 shareholders and authorised proxies holding
an aggregate of 67,736,893,425 shares carrying voting rights of Sinopec Corp.,
representing 78.1257% 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 AGM.
This shareholding proportion complies with the requirements under the Company
Law of The People's Republic of China and the provisions of the Articles of
Association of Sinopec Corp. Of the shareholders and authorised proxies present
at the AGM, 15 shareholders (including proxies) held tradable shares, holding
an aggregate of 7,359,635,373 shares carrying voting rights of Sinopec Corp.,
and 5 shareholders (including proxies) held non-tradable shares, holding an
aggregate of 67,121,951,000 shares carrying voting rights of Sinopec Corp.
The AGM was convened by the board of directors of Sinopec Corp. and chaired by
Mr. Chen Tonghai, Chairman of the Board. After consideration by the
shareholders and their authorised proxies and voting by way of poll, the
following resolutions were passed:
1. THAT the Report of the Second Session of the board of directors of
Sinopec Corp. (including the report of the board of directors for the
year ended 31 December 2005) was approved.
Votes in favour of the resolution: 73,972,520,505 shares; votes against
the resolution: 105,500 shares, representing 99.9999% and 0.0001%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
2. THAT the report of the Second Session of the supervisory committee of
Sinopec Corp (including the report of the supervisory committee for the
year ended 31 December 2005) was approved.
Votes in favour of the resolution: 73,972,297,505 shares; votes against
the resolution: 115,500 shares, representing 99.9998% and 0.0002%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
3. THAT the audited accounts and audited consolidated accounts of Sinopec
Corp. for the year ended 31 December 2005 was approved.
Votes in favour of the resolution: 73,978,749,005 shares; votes against
the resolution: 105,500 shares, representing 99.9999% and 0.0001%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
4. THAT the plan for profit appropriation and the final dividend of Sinopec
Corp. for the year ended 31 December 2005 was approved.
Votes in favour of the resolution: 74,416,265,373 shares; votes against
the resolution: 142,000 shares, representing 99.9998% and 0.0002%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
5. THAT KPMG Huazhen and KPMG be re-appointed as the PRC and international
auditors of Sinopec Corp., for the year 2006 respectively, and that the
board of directors of Sinopec Corp. be authorised to fix their
remuneration.
Votes in favour of the resolution: 74,431,242,973 shares; votes against
the resolution: 4,385,800 shares, representing 99.9941% and 0.0059%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
6. THAT the members of the Third Session of the Board of Directors were
elected:
(1) Mr. Chen Tonghai as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,745,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(2) Mr. Zhou Yuan as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,816,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(3) Mr. Wang Tianpu as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,758,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(4) Mr. Zhang Jianhua as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,815,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(5) Mr. Wang Zhigang as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,815,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(6) Mr. Dai Houliang as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,740,573 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(7) Mr. Fan Yifei as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,774,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(8) Mr. Yao Zhongmin as director of the Third Session of the Board
Votes in favour of the resolution: 74,358,774,073 shares; votes
against the resolution: 62,337,300 shares, representing 99.9162%
and 0.0838% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(9) Mr. Shi Wanpeng as independent director of the Third Session of the
Board
Votes in favour of the resolution: 74,387,019,473 shares; votes
against the resolution: 34,688,000 shares, representing 99.9534%
and 0.0466% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(10) Mr. Liu Zhongli as independent director of the Third Session of the
Board
Votes in favour of the resolution: 74,387,020,273 shares; votes
against the resolution: 34,688,000 shares, representing 99.9534%
and 0.0466% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(11) Mr. Li Deshui as independent director of the Third Session of the
Board
Votes in favour of the resolution: 74,386,906,773 shares; votes
against the resolution: 34,688,000 shares, representing 99.9534%
and 0.0466% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
The following persons who were directors of the Second Session of the board
will no longer serve in that capacity: Vice-Chairman Mr. Wang Jiming and the
directors Mr. Mou Shuling, Mr. Zhang Jiaren, Mr. Cao Xianghong, Mr. Liu
Genyuan, Mr. Gao Jian, Mr. Chen Qingtai, Mr. Ho Tsu Kwok Charles, Mr Zhang
Youcai, and Mr Cao yaofeng. Sinopec Corp. expresses its heartfelt gratitude to
them for their work on its behalf. Each of the retiring directors has confirmed
with Sinopec Corp. that he had no disagreement with the board of directors and
there are no information which need to be brought to the attention of
shareholders.
7. THAT the members of the Third Session of the Supervisory Committee were
elected:
(1) Mr. Wang Zuoran as supervisor of the Third Session of the Supervisory
Committee
Votes in favour of the resolution: 74,422,967,273 shares; votes
against the resolution: 11,890,600 shares, representing 99.9840%
and 0.0160% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(2) Mr Zhang Yuocai as supervisor of the Third Session of the Supervisory
Committee
Votes in favour of the resolution: 74,422,964,473 shares; votes
against the resolution: 11,891,900 shares, representing 99.9840%
and 0.0160% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(3) Mr. Kang Xianzhang as supervisor of the Third Session of the
Supervisory Committee
Votes in favour of the resolution: 74,422,988,773 shares; votes
against the resolution: 11,911,600 shares, representing 99.9840%
and 0.0160% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(4) Mr Zou Huiping as supervisor of the Third Session of the Supervisory
Committee
Votes in favour of the resolution: 74,422,862,473 shares; votes
against the resolution: 11,982,900 shares, representing 99.9839%
and 0.0161% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
(5) Mr Li Yonggui as supervisor of the Third Session of the Supervisory
Committee
Votes in favour of the resolution: 74,422,954,773 shares; votes
against the resolution: 11,910,600 shares, representing 99.9840%
and 0.0160% respectively of the total number of shares carrying
voting rights of Sinopec Corp. held by shareholders (including
their proxies) present at the AGM and the resolution was duly
passed.
Further, Messrs. Su Wensheng, Zhang Jitian, Cui Guoqi and Li
Zhonghua have been elected by employees of Sinopec Corp. as
supervisors of the Third Session of the Supervisory Committee.
The following persons who were Supervisors of the Second Session of the
Supervisory Committee will no longer serve in that capacity: Mr Zhang
Chongqing, Mr Wang Peijun, Mr Wang Xianwen, Mr Zhang Baojian, Mr Cui Jianmin,
and Mr Zhang Xianglin. Sinopec Corp. expresses its heartfelt gratitude for
their hard work during their period as supervisors. Each of the retiring
supervisors has confirmed with Sinopec Corp. that he had no disagreement with
the board of directors and there are no information which need to be brought to
the attention of shareholders.
8. THAT the service contracts (including remuneration provisions) of the
Third Session directors and Third Session supervisors were approved.
Votes in favour of the resolution: 74,435,848,173 shares; votes against
the resolution: 176,900 shares, representing 99.9998% and 0.0002%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
9. THAT, after consideration, a resolution concerning continuing connected
transactions occurring during the period 2007 to 2009 was passed.
Votes in favour of the resolution: 7,887,698,625 shares; votes against
the resolution: 4,548,665,737 shares, representing 63.4245% and 36.5755%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
10. THAT, after consideration, a resolution to issue commercial paper was
passed.
Votes in favour of the resolution: 69,673,705,001 shares; votes against
the resolution: 4,565,205,637 shares, representing 93.8507% and 6.1493%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
11. THAT, after consideration, the amendments to the Articles of Association
of Sinopec Corp. and its appendices were approved AND THAT the Secretary
to the board of directors be authorised for and on behalf of Sinopec
Corp. to make any application, registration or filing or to take any
other necessary steps (including making amendments in accordance with
requests made by the relevant regulators).
Votes in favour of the resolution: 74,466,615,773 shares; votes against
the resolution: 14,970,600 shares, representing 99.9799% and 0.0201%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
China Petrochemical Corporation, a shareholder of Sinopec Corp. (with a
shareholding of 71.23%) exercised its right to nominate by way of
supplemental resolutions Messrs. Liu Zhongli and Li Deshui as independent
directors.
In accordance with the Articles of Association, voting on the sixth
resolution was carried out by cumulative voting; and China Petrochemical
Corporation abstained from voting on the ninth resolution.
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 AGM (Note). Mr Li Liping, a
PRC lawyer from Haiwen & Partners, attended the AGM and issued a legal
opinion that the convening of the AGM, the procedures for holding the
AGM, the eligibility of the persons attending the AGM and the procedures
for voting at the AGM were in compliance with all relevant laws and
regulations and the Articles of Association of Sinopec Corp.
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 between 9:30 a.m. on 24 May 2006 and will
resume from 9:30 a.m. on 25 May 2006.
By Order of the Board
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 24 May 2005
Note: the taking of the poll results was scrutinized by KPMG, Certified Public
Accountants, whose work was limited to the conduct of certain 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. 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 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 executive directors of Sinopec Corp.
are Messrs. Wang Tianpu, Zhang Jianhua, Wang Zhigang, Dai Houliang; the
non-executive directors are Messrs. Chen Tonghai, Zhouyuan, Fan Yifei and Yao
Zhongmin; the independent non-executive directors are Messrs. Shi Wanpeng, Liu
Zhongli and Li Deshui.