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 April, 2009
CHINA
PETROLEUM & CHEMICAL CORPORATION
22
Chaoyangmen North Street,
Chaoyang
District, Beijing, 100728
People's
Republic of China
Tel:
(8610) 59960114
(Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form
40-F.)
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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
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This
Form 6-K consists of:
A
notice of annual general meeting for the year 2008 of China Petroleum &
Chemical Corporation (the “Registrant”), made by the Registrant on March 27,
2009.
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Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this document, make no representation
as to its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code: 0386)
NOTICE
OF ANNUAL GENERAL MEETING FOR THE YEAR 2008
NOTICE IS HEREBY GIVEN that
the annual general meeting (“Annual General Meeting”) of China Petroleum &
Chemical Corporation (“Sinopec Corp.”) for the year 2008 will be held at
Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, China on
Friday, 22 May 2009 at 9:00 a.m. for the following purposes:
By
way of ordinary resolutions:
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1.
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To
consider and approve the report of the Third Session of the Board of
Directors of Sinopec Corp. (including the report of the Board of Directors
of Sinopec Corp. for the year 2008).
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2.
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To
consider and approve the report of the Third Session of the Supervisory
Committee of Sinopec Corp. (including the report of the Supervisory
Committee of Sinopec Corp. for the year 2008).
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3.
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To
consider and approve the audited accounts and audited consolidated
accounts of Sinopec Corp. for the year ended 31 December
2008.
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4.
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To
consider and approve the plan for allocating any surplus common reserve
funds at amount of RMB20 billion from the after-tax
profits.
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5.
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To
consider and approve the profit distribution plan for the year ended 31
December 2008.
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6.
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To
consider and approve the re-appointment of KPMG Huazhen and KPMG as the
domestic and overseas auditors of Sinopec Corp. for the year 2009,
respectively, and to authorize the Board of Directors to determine their
remunerations.
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7.
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To
authorise the Board of Directors to determine the interim profit
distribution plan of Sinopec Corp. for 2009.
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8.
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To
elect the Fourth Session of the Board of Directors of Sinopec Corp.. The
election of the members of the Board of Directors will be by way of
cumulative voting. The relevant details of the candidates are set out in
the appendix to this notice.
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9.
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To
elect the supervisors assumed by non-representatives of the employees of
the Fourth Session of the Supervisory Committee of Sinopec Corp. The
relevant details of the candidates for the supervisors assumed by
non-representatives of employees of the Fourth Session of the Supervisory
Committee are set out in the appendix to this notice.
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10.
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To
consider and approve the Service Contracts between Sinopec Corp. and
Directors of the Fourth Session of the Board Directors and Supervisors of
the Fourth Session of the Supervisory Committee (including emoluments
provisions).
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11.
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To
authorise the Secretary to the Board of Directors to, on behalf of Sinopec
Corp., deal with all applications, approval, registrations, disclosure and
filings in relation to the reelection of directors and
supervisors.
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3
By
Way of Special Resolutions:
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12.
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To
approve the proposed amendments to the Articles of Association and its
appendices of Sinopec Corp.
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13.
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To
authorise the Secretary to the Board of Directors of Sinopec Corp. to, on
behalf of Sinopec Corp., deal with all applications, approval,
registrations and filing relevant to the proposed amendments to the
Articles of Association and its appendices.
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14.
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To
authorise the Board of Directors of Sinopec Corp. to determine the
proposed plan for issuance of debt financing
instrument(s):
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It
is proposed to the shareholders at the Annual General Meeting to authorize
the Board of Directors, pursuant to the relevant regulations, within the
maximum balance of the issuable bonds, namely after issuance, the relevant
accumulative debt financing instruments balance shall not exceed 40% of
the latest total audited net assets of Sinopec Corp., to determine
issuance of debt financing instruments, principal of which shall not
exceed 10% of the latest audited net assets of Sinopec Corp. stated in the
consolidated financial statements prepared in accordance with the
Accounting Standards for Business Enterprises, on one issuance or several
issuances, including but not limited to short term financial instruments
and mid-term financial notes. To generally and unconditionally authorise
the Board of Directors (or at least two directors appointed by the Board
of Directors) to determine the terms and conditions and all other matters
in relation to the issuance of such debt financing instrument(s) based on
the needs of Sinopec Corp. and the market conditions, including without
limitation to the determination of the actual value, interest rate, and
term of the bond(s) subject to the aforementioned limits, as well as to
the production, execution and disclosure of all necessary documents
thereof.
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This
Proposal will expire at the completion of the next shareholders meeting of
Sinopec Corp.
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15.
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To
grant to the Board of Directors of Sinopec Corp. a general mandate to
issue new shares:
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In
order to grant discretion to the Board of Directors on the flexibility of
issuance of new shares, the Board of Director proposes to obtain a general
mandate from shareholders. Under the general mandate, the Board of
Directors (or the directors authorised by the Board) will be authorised to
allot, issue and deal with shares not exceeding 20% of the existing
domestic listed shares and overseas listed foreign shares of Sinopec
Corp.. However, notwithstanding the obtaining of the general mandate, any
issue of domestic shares needs shareholders’ approval at shareholders’
meeting in accordance with the relevant PRC laws and
regulations.
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It
is resolved as follow:
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“(1)
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Subject
to paragraphs (3) and (4) and pursuant to the Company Law (the “Company
Law”) of the People's Republic of China (the “PRC”) and the listing rules
of the relevant stock exchanges (as amended from time to time), the
exercise by the Board of Directors of Sinopec Corp. of all the powers of
Sinopec Corp. granted by the general and unconditional mandate to allot,
issue and deal with shares during the Relevant Period and to determine the
terms and conditions for the allotment and issue of new shares including
the following terms:
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(a)
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class
and number of new shares to be issued;
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(b)
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price
determination method of new shares and/or issue price (including price
range);
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(c)
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the
starting and closing dates for the issue;
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(d)
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class
and number of the new shares to be issued to existing shareholders;
and
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(e)
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the
making or granting of offers, agreements and options which might require
the exercise of such powers.
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(2)
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The
approval in paragraph (1) shall authorise the Board of Directors of
Sinopec Corp. during the Relevant Period to make or grant offers,
agreements and options which would or might require the
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exercise
of such powers after the end of the Relevant Period.
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(3)
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The
aggregate nominal amount of new domestic listed shares and new overseas
listed foreign shares allotted, issued and dealt with or agreed
conditionally or unconditionally to be allotted, issued and dealt with
(whether pursuant to an option or otherwise) by the Board of Directors of
Sinopec Corp. pursuant to the approval in paragraph (1), otherwise than
pursuant to issue of shares by conversion of the surplus reserve into
share capital in accordance with the Company Law of the PRC and the
Articles of Association of Sinopec Corp., shall not exceed 20% of each
class of the existing domestic listed shares and overseas listed foreign
shares of Sinopec Corp.
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(4)
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In
exercising the powers granted in paragraph (1), the Board of Directors of
Sinopec Corp. must (i) comply with the Company Law of the PRC and the
relevant regulatory stipulations (as amended from time to time) of the
places where Sinopec Corp. is listed; and (ii) obtain approval from China
Securities Regulatory Commission and other relevant PRC government
departments.
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(5)
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For
the purpose of this resolution:
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“Relevant
Period” means the period from the date of passing this resolution until
whichever is the earliest of:
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(i)
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twelve
months from the date of passing this resolution;
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(ii)
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the
conclusion of the next annual general meeting of Sinopec Corp.;
and
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(iii)
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the
revocation or variation of the mandate granted under this resolution by
special resolution of the shareholders in general
meeting.
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(6)
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The
Board of Directors of Sinopec Corp., subject to the approval of the
relevant authorities of the PRC and in accordance with the Company Law of
the PRC, be and is hereby authorised to increase the registered capital of
Sinopec Corp. to the required amount upon the exercise of the powers
pursuant to paragraph (1) above.
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(7)
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To
authorise the Board of Directors to sign the necessary documents, complete
the necessary formalities and take other necessary steps to complete the
allotment and issue and listing of new shares, provided the same do not
violate the relevant laws, administrative regulations, listing rules of
the relevant stock exchanges and the Articles of
Association.
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(8)
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Subject
to the approval of the relevant PRC authorities, the Board of Directors of
Sinopec Corp. is hereby authorised to make appropriate and necessary
amendments to the Articles of Association after completion of the
allotment and issue of new shares according to the method, type and number
of the allotment and issue of new shares by Sinopec Corp. and the actual
situation of the shareholding structure of Sinopec Corp. at the time of
completion of the allotment and issue of new shares in order to reflect
the alteration of the share capital structure and registered capital of
Sinopec Corp. pursuant to the exercise of this
mandate.”
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Details
regarding the abovementioned resolutions 1, 2, 3 and 5 are available in the
annual report of Sinopec Corp. for year 2008, and details of resolutions 10 and
12 are included in the circular to be dispatched to the holders of H shares of
Sinopec Corp., and are also available at the website of the Shanghai Stock
Exchange, http://www.sse.com.cn.
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By
Order of the Board
China Petroleum & Chemical
Corporation
Chen Ge
Secretary to the Board of
Directors
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Beijing,
PRC, 27 March 2009
As
at the date of this Announcement, the directors of the Company are Messrs. Su
Shulin*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#, Wang Zhigang#, Dai Houliang#,
Fan Yifei*, Yao Zhongmin*, Liu Zhongli+, Shi Wanpeng+ and Li
Deshui+.
#
Executive Directors
*
Non-executive Directors
+
Independent Non-executive Directors
5
Appendix:
Details
of the candidates of the Board of Directors of Sinopec Corp.
Su
Shulin*, aged 47, is a professor level senior engineer and obtained a Master
Degree. In January 1999, Mr. Su was appointed as President and Deputy Secretary
of the Party Committee of Daqing Petroleum Administration Bureau; in October
1999, he was appointed as Vice President of PetroChina Company Limited and
concurrently Chairman, President and Secretary to the Party Committee of Daqing
Petroleum Administration Bureau; in August 2000, he was appointed as Vice
President and Member of the Party Leading Group of China National Petroleum
Corporation (“CNPC”) and concurrently Vice President of PetroChina Company
Limited as well as Chairman, President and Secretary of the Party Committee of
Daqing Oil Field Co., Ltd.; in November 2002, he was also appointed as Director
of PetroChina Company Limited; in December 2002, he was appointed as Vice
President and Member of the Party Leading Group of CNPC and concurrently
Director, Senior Vice President of PetroChina Company Limited; in September
2006, he was appointed as Committee member, Standing Committee member and
Director of Organization Department of the Party Liaoning Provincial Committee;
in June 2007 he was appointed as President and Secretary of the Party Leading
Group of China Petrochemical Corporation; in August 2007, he was elected as
Director and Chairman on Third Session of the Board of Directors of Sinopec
Corp. Mr. Su was elected as Alternative Member of Central Committee on the 16th
and 17th National Congresses of the Party.
Wang
Tianpu#, aged 46, is a professor level senior engineer and obtained a doctor
degree. In March 1999, Mr. Wang was appointed as Vice President of Qilu
Petrochemical Company of China Petrochemical Corporation; in February 2000, he
was appointed as Vice President of Sinopec Corp. Qilu Company; in September
2000, he was appointed as President of Sinopec Corp. Qilu Company; in August
2001, he was appointed as Vice President of Sinopec Corp.; in April 2003, he was
appointed as Senior Vice President of Sinopec Corp.; in March 2005, he was
appointed as President of Sinopec Corp.; in May 2006, he was elected as Director
of the Third Session of the Board of Directors of Sinopec Corp. and President of
Sinopec Corp.
Zhang
Yaocang*, aged 55, is a professor level senior engineer and was graduated from
graduate school. In November 1990, Mr. Zhang was appointed as Deputy Director of
Bureau of Oil Geology and Marine Geology of Ministry of Geology and Mineral
Resources; in February 1994, he was appointed as Secretary to the Party
Committee and Deputy Director of Bureau of Oil Geology and Marine Geology of
Ministry of Geology and Mineral Resources; in June 1997, he was appointed as
Deputy Secretary to the Party Committee and Executive Vice President of Sinopec
Star Petroleum Co., Ltd.; in April 2000, he was appointed as Assistant to
President of China Petrochemical Corporation and concurrently President of
Sinopec Star Petroleum Co., Ltd.; in August 2000, he was also appointed as
Secretary to the Party Committee of Sinopec Star Petroleum Co., Ltd.; in July
2001, he was appointed as Vice President of China Petrochemical
Corporation.
Zhang
Jianhua#, aged 44, is a professor level senior engineer and obtained a Master
Degree. In April 1999, Mr. Zhang was appointed as Vice President of Shanghai
Gaoqiao Petrochemical Company of China Petrochemical Corporation; in February
2000, he was appointed as Vice President of Sinopec Corp. Shanghai Gaoqiao
Company; in September 2000, he was appointed as President of Sinopec Corp.
Shanghai Gaoqiao Company; in April 2003, he as appointed as Vice President of
Sinopec Corp.; in November 2003, he was further appointed as Director General of
Sinopec Production & Operation Management Dept.; in March 2005, he was
appointed as Senior Vice President of Sinopec Corp.; in May 2006, he was elected
as Director of the Third Session of the Board of Directors of Sinopec Corp. and
Senior Vice President of Sinopec Corp.
Wang
Zhigang#, aged 52, is a professor level senior engineer and obtained a doctor
degree. In February 2000, Mr. Wang was appointed as Vice President of Sinopec
Shengli Oilfield Company Limited; in June 2000, he was appointed as Director and
President of Sinopec Shengli Oilfield Company Limited; in November 2001, he was
appointed as nominated Deputy Director General and Deputy Secretary of the Party
Committee of the Economic and Trade Committee of Ningxia Hui Autonomous Region;
in April 2003, he was appointed as Vice President of Sinopec Corp.; in June
2003, he was also appointed as the Director General of Sinopec Exploration and
Production Dept.; in March 2005, he was appointed as Senior Vice President of
Sinopec Corp.; in May 2006, he was elected as Director of the Third Session of
the Board of Directors of Sinopec Corp. and Senior Vice President of Sinopec
Corp.
Cai
Xiyou#, aged 47, is a professor level senior economist and obtained a Master
Degree. In June 1995, Mr. Cai was appointed as Deputy General Manager of Jinzhou
Petrochemical Company of the former China Petrochemical Corporation; in May
1996, he was appointed as Vice President of Dalian Western Pacific Petrochemical
Co., Ltd.; in
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December
1998, he was appointed as Vice President of Sinopec Sales Company; in June 2001,
he was appointed as Executive Vice President of Sinopec Sales Company; in
December 2001, he was appointed as Director and President of China International
United Petrochemical Company Limited; in April 2003, he was appointed as Vice
President of Sinopec Corp. in November 2005, he was appointed as Senior Vice
President of Sinopec Corp.
Cao
Yaofeng*, aged 55, is a professor level senior engineer and obtained a Master
Degree. In April 1997, Mr. Cao was appointed as Vice President of Sinopec
Shengli Petroleum Administration Bureau; in May 2000, he was also appointed as
Vice Chairman of Sinopec Shengli Oilfield Company Limited; in December 2001, he
was appointed as Director and President of Sinopec Shengli Oilfield Company
Limited; in December 2002, he was appointed as President of Sinopec Shengli
Petroleum Administration Bureau and Chairman of Sinopec Shengli Oilfield Company
Limited; from April 2003 to May 2006, he was elected as Employee Representative
Supervisor of Sinopec Corp; in October 2004, he was appointed as Assistant to
President of China Petrochemical Corporation; in November 2005, he was appointed
as Vice President of China Petrochemical Corporation.
Li
Chunguang*, aged 53, is a professor level senior engineer and obtained a
Bachelor Degree. In August 1991, Mr. Li was appointed as Deputy General Manager
of Sinopec Sales Company North China Branch; in October 1995, he was appointed
as Deputy General Manager of Sinopec Sales Company; in June 2001, he was
appointed as General Manager of Sinopec Sales Company; in December 2001, he was
appointed as the Director General of Sinopec Oil Product Sales Dept.; in April
2002, he was appointed as Chairman and General Manager of Sinopec Sales Co.,
Ltd.; in April 2003, he was appointed as Vice President of Sinopec Corp.; in
November 2005, he was appointed as Vice President of China Petrochemical
Corporation.
Dai
Houliang#, aged 45, is a professor level senior engineer, and obtained a doctor
Degree. In December 1997, Mr. Dai was appointed as Vice President of Sinopec
Yangzi Petrochemical Company; in April 1998, he was appointed as
Director and Vice President of Yangzi Petrochemical Co., Ltd.; in July 2002, he
was appointed as Vice Chairman and President of Yangzi Petrochemical Co., Ltd
and Director of Sinopec Yangzi Petrochemical Company; in December 2003, he was
appointed as Chairman and President of Sinopec Yangzi Petrochemical Co., Ltd.
and Chairman of Sinopec Yangzi Petrochemical Company; in December 2004, he was
also appointed as Chairman of BASF-YPC Company Limited; in September 2005, he
was appointed as the Deputy CFO of Sinopec Corp.; in November 2005, he was
appointed as Vice President of Sinopec Corp.; in May 2006, he was elected as
Director of the Third Session of the Board of Directors, Senior Vice President
and CFO of Sinopec Corp.
Liu
Yun*, aged 52, is a senior accountant and obtained a Master Degree. In December
1998, Mr. Liu was appointed as Deputy Director General of Sinopec Group Company
Financial Dept.; in February 2000, he was appointed as Deputy Director General
of Sinopec Financial Dept.; in January 2001, he was appointed as Director
General of Sinopec Financial Dept.; in June 2006, he was appointed as Deputy CFO
of Sinopec Corp.; in February 2009, he was appointed as Chief Accountant of
China Petrochemical Corporation.
Liu
Zhongli**, aged 74, is a senior economist and obtained a Bachelor Degree. In
July 1982, Mr. Liu was as appointed as Deputy Director General of Planning
Commission of Heilongjiang Provincial Government and a member of Party Leading
Group of Planning Commission of Heilongjiang Provincial Government; in May 1983,
he was appointed as Director General of Planning Commission (Planning &
Economics Commission) of Heilongjiang Provincial Government and Secretary of
Party Leading Group of Planning Commission (Planning & Economics Commission)
of Heilongjiang Provincial Government; in May 1985, he was appointed as Deputy
Governor of Heilongjiang Province; in February 1988, he was appointed as Vice
Minister of the Ministry of Finance and Deputy Secretary of Party Leading Group
of the Ministry of Finance; in July 1990, he was appointed as Deputy Secretary
General of the State Council and Deputy Secretary of Party Committee of the
State Council; in September 1992, he was appointed as Minister and Secretary of
Party Leading Group of the Ministry of Finance; in February 1994, he was
concurrently appointed as Director General of State Administration of Taxation
Bureau; in March 1998, he was appointed as Head of Economic System Reform Office
of the State Council and Secretary of Party Leading Group; in August 2000, he
was appointed as Chairman of National Council for Social Security Fund and
Secretary of Party Leading Group; in March 2003, he was appointed as a member of
the Standing Committee of the Tenth Session of the Chinese People’s Political
Consultative Conference (CPPCC) and Director General of the Economics Committee
of CPPCC; in October 2004, he was appointed as Chairman of the Chinese Institute
of Certified Public Accountants. In May 2006, Mr. Liu was elected as Independent
Non-Executive Director of the Third Session of the Board of Directors of Sinopec
Corp. Mr. Liu was elected as Member of Central Committee on the 14th and 15th
National Congresses of the Party.
Ye
Qing**, aged 75, is a senior engineer and holds university diploma. In January
1976, Mr. Ye was appointed as Deputy Director and Chief Engineer of
Revolutionary Committee of Jixi Mining Bureau; in March 1982, he
was
7
appointed
as Vice Minister of the Ministry of Coal Industry and member of Party Leading
Group of the Ministry of Coal Industry; in May 1988, he was appointed as Deputy
Director, member and Deputy Secretary of Party Leading Group of State Planning
Commission as well as Director of Production Commission of the State Council; in
July 1991, he was appointed as Deputy Director and Secretary of Party Leading
Group of State Planning Commission; from April 1998 to July 2003, he
was appointed as Chairman and Secretary of the Party Leading Group of Shenhua
Group Company Limited; from February 1999 to December 2000, he was also
appointed as President of Shenhua Group Company Limited. Mr. Ye was elected as
Alternative Member of Central Committee on the 14th National Congresses of the
Party and a member of the Standing Committee of the Ninth and Tenth Session of
the Chinese People’s Political Consultative Conference.
Li
Deshui**, aged 64, is senior engineer and a researcher. He was concurrently
Professor of the Economics School of Peking University and the Economics School
of Renmin University of China. He obtained a Bachelor’s Degree. In 1992, Mr. Li
was appointed as Deputy Director General of the National Economy Comprehensive
Dept. of the State Planning Commission; in May 1996 he was appointed as Director
General of the National Economy Comprehensive Dept. of the State Planning
Commission; in November 1996, he was appointed as Vice Mayor of Chongqing in
Sichuan Province; in March 1997, he was appointed as Vice Mayor of Chongqing
Municipality; in November 1999, he was appointed as Deputy Director General of
the Research Office of the State Council and a member of its Party Leading
Group; in April 2002, he was appointed as Secretary of the Party Committee and
Vice President of China International Engineering Consultancy Company; in March
2003, he was appointed as Secretary of the Party Committee and Commissioner of
the State Statistics Bureau, a member of the Monetary Policy Committee of the
People’s Bank of China and Chairman of China Statistics Institute; in March
2005, he was elected the 36th Vice Chairman of Statistics Commission of the
United Nations; in March 2005, he was appointed as a member of the Tenth Session
of the Chinese People’s Political Consultative Conference (CPPCC); in April 2006
he was appointed as a member of Economic Commission CPPCC; in March 2006, he was
the consultant of the State Statistics Bureau; in March 2008, he was elected as
a member of the 11th CCPCC and Deputy Director General of its Economy Committee.
Mr. Li was elected as Independent Non-Executive Director of the Third Session of
the Board of Directors of Sinopec Corp. in May 2006.
Xie
Zhongyu**, aged 65, is a senior engineer and holds university diploma. In March
1986, Mr. Xie was appointed as Deputy Director of Investigation and Research
Office and Policy Research Office of Ministry of Chemical Industry; in November
1988, he was appointed as Deputy Director General of the Policy and Regulation
Dept. of Ministry of Chemical Industry; in December 1991, he was appointed as
Director General of the Policy and Regulation Dept. of Ministry of Chemical
Industry; in September 1993, he was appointed as Director of Clerical Office of
Ministry of Chemical Industry; in June 1998, he was appointed as Deputy Director
and member of Party Leading Group of State Petroleum and Chemical Industry
Bureau; from June 2000 to December 2006, he was appointed as Chairman of the
Supervisory Board of National Key Large-scale Enterprises; in October 2007, he
was appointed as Director of National Nuclear Technology Company.
Chen
Xiaojin**, aged 64, is a senior engineer (researcher level) and holds university
diploma. In December 1982, Mr. Chen was appointed as President of Tianjin Ship
Industry Company; in January 1985, he was appointed as Vice President and
thereafter President of CNOOC Platform Company; in February 1987, he was
appointed as Director General of Operation Dept., Director of Foreign Affairs
Bureau, Director General of International Affairs Dept. of China State
Shipbuilding Corporation as well as Vice President of China State Shipbuilding
Trading Company; in December 1988, he was appointed as Vice President of China
State Shipbuilding Corporation; in January 1989, he was
also appointed as President of China State Shipbuilding Trading
Company; in October 1996, he was further appointed as Chairman of China State
Shipbuilding Trading Company; from June 1999 to July 2008, he was President and
Secretary of the Party Leadership Group of China State Shipbuilding
Corporation.
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Notes:
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Candidates
with “#” are the candidates for Executive Directors.
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Candidates
with “*” are the candidates for Non-Executive
Directors.
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Candidates
with “**” are the candidates for Independent Non-Executive
Directors.
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The
candidates listed above, once elected at the Annual General Meeting, will enter
into a service contract with Sinopec Corp. Pursuant to the provisions in the
relevant service contracts, the term of the directors shall be from 22nd May
2009 to the date on which the annual general meeting for year 2011 is convened,
and the remuneration for the services provided by executive directors under
their service contracts will be set in accordance with relevant laws and
regulations and “Measures for Implementation of Remuneration Packages for Senior
Management of Sinopec Corp.”. The “Measures for Implementation of Remuneration
Packages for Senior Management of Sinopec Corp.” stipulates that the specific
amount of remuneration will consist of a base salary, performance bonus and mid-
and long-term incentive, with specific functions, responsibilities of the
management staff and performance of the Company as a whole being taken into
account. The emolument for services provided by Independent Non-executive
Director under the
8
services
contract is RMB240,000 per year (before tax). The non-executive directors will
not receive remunerations from Sinopec Corp. Sinopec Corp. will disclose in the
annual report the remuneration obtained by directors of Sinopec Corp. during the
reporting period in question.
Other
than those profile disclosed herein, none of the above 15 candidates has any
connected relationship with Sinopec Corp. or its controlling shareholders, or
any interests in shares of Sinopec Corp. within the meaning of Part XV of the
Securities and Future Ordinance. None of the candidates has received any
regulatory sanction imposed by the China Securities Regulatory Commission and
any Stock Exchange.
Other
than those disclosed herein, there are no other matters relating to the above
candidates which need to draw to the attention of shareholders or matters which
are discloseable under rule 13.51(2)(h) to 13.51(2)(x) of The Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
Details
of the candidates of the supervisors assumed by non-representative of the
employees
Wang
Zuoran*, aged 58, is a professor level senior economist and holds university
diploma. In October 1994, Mr. Wang was appointed as Vice President and Party
Secretary of Shengli Petroleum Administration Bureau; in February 2000, he was
appointed as the Assistant to the President of China Petrochemical Corporation;
in July 2001, he was appointed as Director of the Party’s Disciplinary
Supervision Committee of Sinopec Group; in February 2000, he was elected as
Supervisor of the First Session of the Supervisory Board of Sinopec Corp.; in
April 2003, he was elected as Supervisor and Chairman of the Second Session of
the Supervisory Board of Sinopec Corp.; in May 2006, he was elected as
Supervisor and Chairman of the Third Session of the Supervisory Board of Sinopec
Corp..
Zhang
Youcai**, aged 67, is a Professor and holds university diploma. In February
1983, Mr. Zhang was appointed as Deputy Mayor, Deputy Secretary of the Party
Committee and Mayor of Nantong City successively; in December 1989, he was
appointed as Vice Minister and member of the Party Leading Group of Ministry of
Finance (from May 1994 to March 1998, he served concurrently as Commissioner of
State-owned Assets Administration Bureau); in March 2003, he was appointed as a
member of the Standing Committee of the Tenth National People’s Congress (NPC)
and Deputy Director General of its Financial and Economic Committee of NPC; in
April 2003, he was appointed as an Independent Non-Executive Director of the
Second Session of Board of Directors of Sinopec Corp; in May 2006, he was
elected as Independent Supervisor and Vice Chairman of the Third Session of the
Supervisory Board of Sinopec Corp.
Geng
Limin, aged 54, is a senior political engineer and holds university diploma. In
February 2000, he was appointed as Deputy Director of Supervision Bureau of
China Petrochemical Corporation and Deputy Director General of Supervision
Bureau of Sinopec Corp.; in January 2007, he was appointed as Deputy Secretary
of the Party Committee, Secretary of Discipline Inspection Commission and
Chairman of Trade Union of Sinopec Chemical Sales Branch Company; in August
2008, he was appointed as Deputy Director of Discipline Inspection Committee of
the Party Committee and Director of Discipline Inspection Bureau of China
Petrochemical Corporation as well as Director General of Discipline Inspection
Dept. of Sinopec Corp.
Zou
Huiping, aged 48, is a professor level senior accountant and holds university
diploma. In November 1998, Mr. Zhou was appointed as Chief Accountant of Sinopec
Group Guangzhou Petrochemical Works; in February 2000, he was appointed as
Deputy Director General of Financial Assets Dept. of Sinopec Group; in December
2001, he was appointed as Deputy Director General of Finance Planning Dept. of
Sinopec Group; in March 2006, he was Director General of Financial Assets Dept.
of Sinopec Assets Management Co., Ltd.; in March 2006, he was appointed as
Director General of Audit Dept. of Sinopec Corp.; in May 2006, he was elected as
Supervisor of the Third Session of the Supervisory Board of Sinopec
Corp.
Li
Yonggui**, aged 68, is a senior economist and CPA and holds university diploma.
In February 1985, Mr. Li was appointed as Deputy Director General of Taxation
Bureau of Ministry of Finance; in December 1988, he was appointed as Chief
Economist of State Administration of Taxation; in April 1991, he was appointed
as Deputy Director General of State Administration of Taxation; in February
1995, he was appointed as Chief Economist of State Administration of Taxation;
in April 2000, he was appointed as Chairman of Chinese Association of Certified
Public Taxation Experts; in July 2008, he was appointed as Consultant of Chinese
Association of Certified Public Taxation Experts; in November 2004, he was
appointed as Vice Chairman of Chinese Association of Certified Public
Accountants. Mr. Li started to serve as Independent Supervisor of the Second
Session of Supervisory Board of Sinopec Corp. in April 2003; he was elected as
Independent Supervisor of the Third Session of Supervisory Board of Sinopec
Corp. in May 2006.
9
|
Notes:
|
Candidates
with “*” are the candidates for External Supervisors.
|
|
Candidates
with “**” are the candidates for Independent
Supervisors.
|
Other
than those profile disclosed herein, none of the above 5 candidates has any
connected relationship with Sinopec Corp. or its controlling shareholders, or
any interests in shares of Sinopec Corp. within the meaning of Part XV of the
Securities and Future Ordinance. None of the candidates has received any
regulatory sanction imposed by the China Securities Regulatory Commission and
any Stock Exchange.
Other
than those disclosed herein, there are no other matters relating to the above
candidates which need to draw to the attention of shareholders or matters which
are discloseable under rule 13.51(2)(h) to 13.51(2)(x) and The Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
Supervisors
Assumed by the Employees Representatives
Liu
Xiaohong, aged 55, is a senior political engineer and was graduated from
graduate school. In February 1992, he was appointed as Deputy Director General
of Clerical Office of former China Petrochemcial Corporation; in December 1998,
he was appointed as Deputy Director General of Clerical Office of China
Petrochemical Corporation; in December 2001, he was appointed as Director
General of President Office of Sinopec Corp.; in February 2005, he was appointed
as Director General of Clerical Office of China Petrochemical Corporation; in
September 2005, he was appointed as President Office of Sinopec
Corp.
Zhou
Shiliang, aged 51, is a professor level senior engineer and obtained a Master’s
Degree. In February 2000, Mr. Zhou was appointed as Vice President of Dian Qian
Gui Petroleum Exploration Bureau; in September 2000, he was appointed as General
Manager of Sinopec Dian Qian Gui Oilfield Branch Company; in April 2002, he was
appointed as Secretary to the Party Committee and Deputy General Manager of
Sinopec Southern Exploration and Development Branch Company; in April 2006, he
was appointed as Secretary to the Party Committee and Deputy Director of Sinopec
Henan Petroleum Exploration Bureau; in November 2007, he was appointed as
Director General of Human Resources Dept. of Sinopec Corp.
Chen
Mingzheng, aged 51, is a senior engineer and was graduated from graduate school.
In November 2000, Mr. Chen was appointed as Deputy Director of Sinopec Star
Company North China Petroleum Bureau; in June 2003, he was appointed as Deputy
Director of Sinopec North China Petroleum Bureau; in October 2004, he was
appointed as Secretary of the Party Committee of Sinopec North China Petroleum
Bureau; in March 2008, he was appointed as Secretary of the Party Committee of
Sinopec Northwest Petroleum Bureau and Vice President of Sinopec Northwest
Petroleum Company.
Su
Wensheng, aged 52, is a senior enginner and obtained a Master’s Degree. In
September 1986, Mr. Su was appointed as Deputy Secretary of Party Committee and
Secretary of Party Disciplinary Committee of Beijing Designing Institute of the
former China Petrochemical Corporation; in November 1996, he was appointed as
Secretary of Party Committee of the Beijing Designing Institute; in December
1998, he was appointed as Director General of Ideology & Politics Dept. and
Deputy Secretary of the Affiliated Party Committee of China Petrochemical
Corporation; in December 2001, he was also appointed as Managing Deputy
Secretary of the Party Working Committee of the Sinopec Western New Region
Exploration Headquarters; in October 2007, he was appointed as the Party
Secretary and Vice Chairman of Beijing Yanshan Petrochemical Corporation. Mr. Su
was appointed as an Employee Representative Supervisor of the Second Session of
Supervisory Board of Sinopec Corp. in April 2003; he was elected as Employee
Representative Supervisor of the Third Session of Supervisory Board of Sinopec
Corp. in May 2006.
The
above candidates of the supervisors assumed by the non-representatives of
employees, once approved by the Annual General Meeting, will enter into service
contracts with Sinopec Corp.. The above candidates of the supervisors assumed by
the employees representatives has been elected upon the employee democratic
election of Sinopec Corp., will assume their offices at the same time when the
supervisors assumed by the non-representatives of employees of the Fourth
Session of the Supervisory Committee assume their offices, and, once approved by
the Annual General Meeting, will enter into service contracts with Sinopec
Corp.. Pursuant to the provisions in the relevant service contracts, the term of
the directors shall be from 22nd May 2009 to the date on which the annual
general meeting for year 2011 is convened, and the remuneration for the services
provided by the internal supervisors and supervisors assumed by the employee
representatives will be set in accordance with relevant laws and regulations and
“Measures for Implementation of Remuneration Packages for Senior Management of
Sinopec Corp.”. The “Measures for Implementation of Remuneration Packages for
Senior Management of Sinopec Corp.” stipulates that the specific amount of
remuneration will consist of a base salary, performance bonus and mid- and
long-term incentive, with specific functions, responsibilities of the management
staff and performance of the Company as a whole being taken into account. The
supervisor's fee for services provided by independent supervisors under their
services contract is
10
RMB240,000
per year (before tax). The external supervisors will not receive remunerations
from Sinopec Corp. Sinopec Corp. will disclose in the annual report the
remuneration obtained by supervisors of Sinopec Corp. during the reporting
period in question.
Declaration
by Nominator Regarding the Candidates for Independent Directors
The
nominator, the Board of Directors of China Petroleum & Chemical Corporation
(“Sinopec Corp.”), makes the following statements regarding nomination of Liu
Zhongli, Ye Qing, Li Deshui, Xie Zhongyu, Chen Xiaojin for election as
Independent Directors of the Fourth Session of Board of Directors and hereby
states that no relationship exists between the candidates and Sinopec Corp. that
would affect the independence of the candidates:
The
nominations were made after the nominator being fully aware of such details of
the candidates as to their occupation, qualification, title, working experience
and all of his concurrent positions, etc. (please refer to the Appendix). The
written consents of the candidates to be nominated for appointment as
Independent Directors have been obtained. The nominator confirms that each
nominee:
|
1.
|
has
the qualifications to hold the office as director of a listed company in
accordance with the laws, administrative regulations and other relevant
regulations;
|
||||
|
2.
|
meets
the director's qualifications for holding the office stipulated by the
Articles of Association of Sinopec. Corp.
|
||||
|
3.
|
is
independent as required by the Guideline Regarding Establishment of
Independent Director Systems by Listed Companies issued by the China
Securities Regulatory Commission.
|
||||
|
(1)
|
neither
the candidate nor his lineal relatives or major social relations holds any
position in Sinopec Corp. or its subsidiaries;
|
||||
|
(2)
|
neither
the candidate nor his lineal relatives directly or indirectly holds 1% of
the issued shares of Sinopec Corp or ranks in the top ten shareholders of
Sinopec Corp.;
|
||||
|
(3)
|
neither
the candidate nor his lineal relatives directly or indirectly holds any
position in entities that directly or indirectly hold 5% or more of the
issued shares of Sinopec Corp. or entities which rank in the top five
shareholders of Sinopec Corp.;
|
||||
|
(4)
|
none
of the above 3 situations has occurred to the candidate in the past 1
year;
|
||||
|
4.
|
Neither
the candidate nor his lineal relatives acts or as a director (Independent
Non-executive Director), a supervisor, or a senior manager in controlling
shareholders, actual controllers, or subsidiaries of Sinopec
Corp.
|
||||
|
5.
|
The
candidate does not, and did not within the past year of his candidacy,
provide any financial, legal, or management consultancy services to
Sinopec Corp., its subsidiaries, or its controlling
shareholders.
|
||||
|
6.
|
The
candidate does not hold any position in Sinopec Corp., its controlled
shareholders, or any entity which has substantial business relationships
with their respective subsidiaries, nor in any controlling shareholders of
such entities;
|
||||
|
7.
|
The
candidate is not a state civil servant, or as Independent Non-executive
Director shall not breach any provisions under the Civil Servant Law of
the PRC;
|
||||
The
number of listed companies in which the candidates are an Independent Director
does not exceed five (inclusive of Sinopec Corp.). The candidate has not held
position as independent directors at Sinopec for more than six years
consecutively.
The
candidate has already carried through the verification process under Article 1
of the Notification Regarding Enhanced Filing of Qualification Records of
Independent Directors of Listed Companies (Shang Zheng Shang Zi [2008] 120) of
the Shanghai Stock Exchange.
The
nominator hereby warrants the authenticity, completeness and accuracy of the
above statements and that they
11
are
not misrepresenting or misleading. The nominator is fully aware of the possible
consequence which may result from giving any misrepresentation.
|
The
nominator: Board of Directors of
China Petroleum & Chemical
Corporation
|
27th
March 2009, Beijing
12
Declaration
by candidates for Independent Directors
We,
Liu Zhongli, Ye Qing, Li Deshui, Xie Zhongyu, Chen Xiaojin, candidates for
election as Independent Directors of the Fourth Session of Board of Directors,
hereby warrant that no relationship exists between us and Sinopec Corp. during
the term of our office which may affect our independence. Our detailed
declaration is as follows:
|
1.
|
neither
we nor our lineal relatives or major social relations hold any position in
Sinopec Corp. or its subsidiaries;
|
|
|
2.
|
neither
we nor our lineal relatives directly or indirectly hold 1% or more of the
issued shares of Sinopec Corp.; nor are we the natural shareholder(s) of
the top ten shareholders of Sinopec Corp.;
|
|
|
3.
|
neither
we nor our lineal relatives hold any position in entities that directly or
indirectly hold 5% or more of the issued shares of Sinopec Corp. or in an
entity which ranks in the top five shareholders of Sinopec
Corp.;
|
|
|
4.
|
none
of the 3 situations referred to above has occurred to us during the past 1
year;
|
|
|
5.
|
neither
we nor our lineal relatives are director(s) (Independent Director(s)),
supervisor(s), or senior manager(s) of controlling shareholders, actual
shareholders or subsidiaries of Sinopec Corp.;
|
|
|
6.
|
we
do not and did not within the past year of this candidacy provide
financial, legal, management consultancy services to Sinopec Corp., its
subsidiaries or controlling shareholders;
|
|
|
7.
|
we
do not hold any position in any entities which have substantial business
relationships with Sinopec Corp., its controlling shareholders or their
respective subsidiaries, nor with controlling shareholders of such
entities;
|
|
|
8.
|
we
are not state civil servants and as Independent Non-executive Director(s),
shall not breach any provisions under the State Civil Servant Law of the
PRC;
|
|
|
9.
|
we
have not received any extra and undisclosed benefits from Sinopec Corp.,
its substantial shareholders or organizations or individuals with a
material interest in Sinopec Corp.;
|
|
|
10.
|
we
meet the qualifications for holding the position stipulated by the
Articles of Association of Sinopec. Corp.;
|
|
|
11.
|
we
do not have any circumstances contrary to any provisions under the Company
Law of the PRC in relation to candidacy requirements as an independent
Non-executive Director;
|
|
|
12.
|
we
hereby warrant the authenticity, accuracy and completeness of all our
personal information (e.g. our resumes), provided to Sinopec Corp. in
relation to our candidacy.
|
Separately,
the number of the listed companies in which we hold position of independent
director does not exceed five (inclusive of Sinopec Corp.). We have not held
position as independent directors at Sinopec Corp. for over six years
consecutively.
We
understand the responsibilities attached to the position of Independent Director
and hereby warrant the authenticity, completeness and accuracy of the statements
above and that they are not misrepresenting or misleading statement. We are
fully aware of the possible consequence for giving misrepresentation. The
Shanghai Stock Exchange may rely on this to confirm our qualification and
independence. During the term of our office as Independent Directors, we will
comply with the rules, regulations and notices issued by the China Securities
and Regulatory Commission and the listing rules of the Shanghai Stock Exchange.
We shall also be subject to the regulation of the Shanghai Stock Exchange and
will ensure that we devote sufficient time and efforts in discharging our
duties. We will make independent analysis and will not be affected by Sinopec
Corp.’s substantial shareholder, actual controller or other parties who may have
an interest in Sinopec Corp.
|
Declarers:
Liu
Zhongli, Ye Qing, Li Deshui,
Xie
Zhongyu, Chen Xiaojin
|
27th
March 2009, Beijing
13
Notes:
|
1.
|
Eligibility
for attending the Annual General Meeting
|
||
|
Holders
of Sinopec Corp.'s H Shares whose names appear on the register of members
maintained by Hong Kong Registrars Limited and holders of domestic shares
of Sinopec Corp. whose names appear on the domestic shares register
maintained by China Securities Depository & Clearing Corporation
Limited Shanghai Branch at the close of business on Wednesday, 22 April
2009 are eligible to attend the Annual General Meeting.
|
|||
|
2.
|
Proxy
|
||
|
(1)
|
A
member eligible to attend and vote at the Annual General Meeting is
entitled to appoint, in written form, one or more proxies to attend and
vote on its behalf. A proxy need not be a shareholder of Sinopec
Corp.
|
||
|
(2)
|
A
proxy should be appointed by a written instrument signed by the appointor
or its attorney duly authorised in writing. If the form of proxy is signed
by the attorney of the appointor, the power of attorney authorising that
attorney to sign or the authorisation document(s) must be
notarised.
|
||
|
(3)
|
To
be valid, the power of attorney or other authorisation document(s) which
have been notarised together with the completed form of proxy must be
delivered, in the case of holders of domestic shares, to the registered
address of Sinopec Corp. and, in the case of holder of H Shares, to Hong
Kong Registrars Limited, not less than 24 hours before the time designated
for holding of the Annual General Meeting.
|
||
|
(4)
|
A
proxy may exercise the right to vote by poll.
|
||
|
3.
|
Registration
procedures for attending the Annual General Meeting
|
||
|
(1)
|
A
shareholder or his proxy shall produce proof of identity when attending
the meeting. If a shareholder is a legal person, its legal representative
or other persons authorised by the board of directors or other governing
body of such shareholder may attend the Annual General Meeting by
producing a copy of the resolution of the board of directors or other
governing body of such shareholder appointing such persons to attend the
meeting.
|
||
|
(2)
|
Holders
of H Shares and domestic shares intending to attend the Annual General
Meeting should return the reply slip for attending the Annual General
Meeting to Sinopec Corp. on or before Saturday, 2 May
2009.
|
||
|
(3)
|
Shareholder
may send the above reply slip to Sinopec Corp. in person, by post or by
fax.
|
||
|
4.
|
Closure
of Register of Members
|
||
|
The
H Share register of members of Sinopec Corp. will be closed from
Wednesday, 22 April 2009 to Friday, 22 May 2009 (both days
inclusive).
|
|||
|
5.
|
Other
Business
|
||
|
(1)
|
The
Annual General Meeting will not last for more than one working day.
Shareholders who attend shall bear their own travelling and accommodation
expenses.
|
||
|
(2)
|
The
address of the Share Registrar of H Shares of Sinopec Corp., Computershare
Hong Kong Investor Services Limited is at: 46th Floor, Hopewell Centre,
183 Queen's Road East, Hong Kong
|
||
|
(3)
|
The
address of the Share Registrar for A Shares of Sinopec Corp., China
Securities Registration and Clearing Company Limited Shanghai Branch
Company is at: 166 Lujiazuidong Road, Pudong District,
Shanghai
|
||
|
(4)
|
The
registered address of Sinopec Corp. is at:
|
||
|
22
Chaoyangmen North Street
|
|||
|
Chaoyang
District
|
|||
|
Beijing
100728
|
|||
|
The
People's Republic of China
|
|||
|
Telephone
No.: (+86) 10 5996 0028
|
|||
|
Facsimile
No.: (+86) 10 5996 0386
|
|||
14
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:
April 7, 2009
15