(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
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
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-__________.
)
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N/A
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1.
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An
announcement of resolutions passed at the 2008 Annual General Meeting of
China Petroleum & Chemical Corporation (the “Registrant”);
and
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2.
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An
announcement of the Resolutions of the First meeting of the Fourth Session
of the Registrant's Board of
Directors;
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China
Petroleum & Chemical Corporation
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By:
/s/ Chen
Ge
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Name:
Chen Ge
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Title:
Secretary to the Board of
Directors
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Sinopec
Corp. and all members of the Board warrant the authenticity, accuracy and
completeness of the information contained in this announcement, and there
are no material omissions, or misrepresentations or misleading statements
contained
herein.
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●
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There
is no objection against or amendment to the proposed resolutions at the
AGM;
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●
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There
is no new proposal submitted to the AGM;
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●
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The
PRC lawyers of Sinopec Corp., Haiwen & Partners, were present at the
AGM and issued its legal opinion;
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●
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Documents
for inspection at the AGM are the resolutions of the AGM and the
legal opinion issued by
the lawyers.
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1.
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THAT
the Report of the Third Session of the Board of Directors of Sinopec Corp.
(including the report of the Board for the year 2008) was considered and
approved.
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Votes
in favour of the resolution: 72,994,034,673 shares; votes against the
resolution: 23,000 shares, representing 100.0000% and 0.0000% respectively
of the total number of shares casting voting rights of Sinopec Corp. held
by shareholders (including their proxies) present at the AGM and the
resolution was duly passed.
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2.
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THAT
the report of the Third Session of the Supervisory Committee of Sinopec
Corp (including the report of the supervisory committee for the year 2008)
was considered and approved.
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Votes
in favour of the resolution: 72,994,033,173 shares; votes against the
resolution: 22,500 shares, representing 100.0000% and 0.0000% respectively
of the total number of shares casting voting rights of Sinopec Corp. held
by shareholders (including their proxies) present at the AGM and the
resolution was duly passed.
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3.
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THAT
the audited financial statements and audited consolidated financial
statements of Sinopec Corp. for the year ended 31 December 2008 was
considered and approved.
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Votes
in favour of the resolution: 72,234,578,273 shares; votes against the
resolution: 10,896,500shares, representing 99.9849% and 0.0151%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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4.
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THAT
the plan for allocating any surplus common reserve funds at amount of RMB
20 billion from the after-tax profits was considered and
approved.
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Votes
in favour of the resolution: 72,994,450,473 shares; votes against the
resolution: 47,700 shares, representing 99.9999% and 0.0001% respectively
of the total number of shares casting voting rights of Sinopec Corp. held
by shareholders (including their proxies) present at the AGM and the
resolution was duly passed.
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5.
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THAT
the plan for profit distribution of Sinopec Corp. for the year ended 31
December 2008 was considered and approved.
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Votes
in favour of the resolution: 72,994,354,473 shares; votes against the
resolution: 143,700 shares, representing 99.9998% and 0.0002% respectively
of the total number of shares casting voting rights of Sinopec Corp. held
by shareholders (including their proxies) present at the AGM and the
resolution was duly passed.
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6.
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THAT
KPMG Huazhen and KPMG be and are hereby re-appointed as the PRC and
international auditors of Sinopec Corp. for the year 2009, respectively,
and that the Board. be and is hereby authorized to determine their
remunerations.
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Votes
in favour of the resolution: 72,993,133,473
shares; votes against the resolution:
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1,417,700
shares, representing 99.9981% and 0.0019% respectively of the total number
of shares casting voting rights of Sinopec Corp. held by shareholders
(including their proxies) present at the AGM and the resolution was duly
passed.
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7.
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THAT
the Board be and is herby authorized to determine the interim profit
distribution plan of Sinopec Corp. for 2009.
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Votes
in favour of the resolution: 72,989,355,473 shares; votes against the
resolution: 5,181,500 shares, representing 99.9929% and 0.0071%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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8.
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THAT
the members of the Fourth Session of the Board were
elected:
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(1)
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Mr.
Su Shulin as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,772,975,859 shares; votes against the
resolution: 188,090,514 shares, representing 99.7422% and 0.2578%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Su Shulin was elected as a director of the Fourth Session
of the Board.
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||
(2)
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Mr.
Wang Tianpu as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,780,012,159 shares; votes against the
resolution: 181,431,514 shares, representing 99.7513% and 0.2487%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Wang Tianpu was elected as a director of the Fourth
Session of the Board.
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||
(3)
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Mr.
Zhang Yaocang as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,773,592,159 shares; votes against the
resolution: 187,851,514 shares, representing 99.7425% and 0.2575%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Zhang Yaocang was elected as a director of the Fourth
Session of the Board.
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||
(4)
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Mr.
Zhang Jianhua as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,779,634,859 shares; votes against the
resolution: 181,431,014 shares, representing 99.7513% and 0.2487%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Zhang Jianhua was elected as a director of the Fourth
Session of the Board.
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||
(5)
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Mr.
Wang Zhigang as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,681,174,219 shares; votes against the
resolution: 277,685,954 shares, representing 99.6194% and 0.3806%
respectively of the total
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number
of shares casting voting rights of Sinopec Corp. held by shareholders
(including their proxies) present at the AGM and Mr. Wang Zhigang was
elected as a director of the Fourth Session of the
Board.
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||
(6)
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Mr.
Cai Xiyou as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,780,012,159 shares; votes against the
resolution: 181,431,514 shares, representing 99.7513% and 0.2487%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Cai Xiyou was elected as a director of the Fourth Session
of the Board.
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||
(7)
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Mr.
Cao Yaofeng as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,773,353,159 shares; votes against the
resolution: 188,090,514 shares, representing 99.7422% and 0.2578%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Cao Yaofeng was elected as a director of the Fourth
Session of the Board.
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||
(8)
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Mr.
Li Chunguang as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,773,353,159 shares; votes against the
resolution: 188,090,514 shares, representing 99.7422% and 0.2578%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Li Chunguang was elected as a director of the Fourth
Session of the Board.
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(9)
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Mr.
Dai Houliang as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,641,334,340 shares; votes against the
resolution: 271,250,436 shares, representing 99.6280% and 0.3720%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Dai Houliang was elected as a director of the Fourth
Session of the Board.
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||
(10)
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Mr.
Liu Yun as a director of the Fourth Session of the
Board
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Votes
in favour of the resolution: 72,773,353,159 shares; votes against the
resolution: 188,090,514 shares, representing 99.7422% and 0.2578%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Liu Yun was elected as a director of the Fourth Session of
the Board.
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(11)
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Mr.
Liu Zhongli as an independent non-executive director of the Fourth Session
of the Board
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Votes
in favour of the resolution: 72,808,946,273 shares; votes against the
resolution: 153,268,000 shares, representing 99.7899% and 0.2101%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders
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(including
their proxies) present at the AGM and Mr. Liu Zhongli was elected as an
independent non-executive director of the Fourth Session of the
Board.
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(12)
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Mr.
Ye Qing as an independent non-executive director of the Fourth Session of
theBoard.
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Votes
in favour of the resolution: 72,811,238,273 shares; votes against the
resolution: 150,976,000 shares, representing 99.7931% and 0.2069%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Ye Qing was elected as an independent non-executive
director of the Fourth Session of the Board.
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(13)
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Mr.
Li Deshui as an independent non-executive director of the Fourth Session
of the Board.
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Votes
in favour of the resolution: 72,811,238,273 shares; votes against the
resolution: 150,976,000 shares, representing 99.7931% and 0.2069%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Li Deshui was elected as an independent non-executive
director of the Fourth Session of the Board.
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(14)
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Mr.
Xie Zhongyu as an independent non-executive director of the Fourth Session
of the Board.
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Votes
in favour of the resolution: 72,811,238,273 shares; votes against the
resolution: 150,976,000 shares, representing 99.7931% and 0.2069%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Xie Zhongyu was elected as an independent non-executive
director of the Fourth Session of the Board.
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||
(15)
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Mr.
Chen Xiaojin as an independent non-executive director of the Fourth
Session of the Board.
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Votes
in favour of the resolution: 72,808,946,273 shares; votes against the
resolution: 153,268,000 shares, representing 99.7899% and 0.2101%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Chen Xiaojin was elected as an independent non-executive
director of the Fourth Session of the
Board.
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The
following persons who were directors of the Third Session of the Board
will no longer serve in that capacity: Vice-Chairman Mr. Zhou Yuan and the
directors Mr. Shi Wanpeng, Mr. Yao Zhongmin and Mr. Fan Yifei. 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 and there is no information
which needs to be brought to the attention of the
shareholders.
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9.
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THAT
the members of the Fourth Session of the Supervisory Committee assumed by
non-representatives of the employees were
elected:
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(1)
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Mr.
Wang Zuoran as a supervisor of the Fourth Session of the Supervisory
Committee
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Votes
in favour of the resolution: 72,754,001,012 shares; votes against the
resolution: 234,421,161 shares, representing 99.6788% and 0.3212%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Wang Zuoran was elected as a
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supervisor
of the Fourth Session of the Supervisory Committee.
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||
(2)
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Mr.
Zhang Youcai as a supervisor of the Fourth Session of the Supervisory
Committee
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Votes
in favour of the resolution: 72,874,510,255 shares; votes against the
resolution: 113,917,418 shares, representing 99.8439% and 0.1561%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Zhang Youcai was elected as a supervisor of the Fourth
Session of the Supervisory Committee.
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(3)
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Mr.
Geng Limin as a supervisor of the Fourth Session of the Supervisory
Committee
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Votes
in favour of the resolution: 72,874,513,255 shares; votes against the
resolution: 113,957,418 shares, representing 99.8439% and 0.1561%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Geng Limin was elected as a supervisor of the Fourth
Session of the Supervisory Committee.
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(4)
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Mr.
Zou Huiping as a supervisor of the Fourth Session of the Supervisory
Committee
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Votes
in favour of the resolution: 72,874,505,255 shares; votes against the
resolution: 113,962,418 shares, representing 99.8439% and 0.1561%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Zou Huiping was elected as a supervisor of the Fourth
Session of the Supervisory Committee.
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(5)
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Mr.
Li Yonggui as a supervisor of the Fourth Session of the Supervisory
Committee
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Votes
in favour of the resolution: 72,874,505,255 shares; votes against the
resolution: 113,922,418 shares, representing 99.8439% and 0.1561%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and Mr. Li Yonggui was elected as a supervisor of the Fourth
Session of the Supervisory
Committee.
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Further,
Messrs. Liu Xiaohong, Zhou Shiliang, Chen Mingzheng and Su Wensheng have
been elected by employees of Sinopec Corp through a democratic election as
supervisors assumed by the employees representatives of the Fourth Session
of the Supervisory Committee.
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The
following persons who were supervisors of the Third Session of the
Supervisory Committee will no longer serve in that capacity: Mr. Kang
Xianzhang, Mr. Zhang Jitian, Mr. Cui Guoqi, and Mr. Li Zhonghua. 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 supervisory committee
and there is no information which needs to be brought to the attention of
the shareholders.
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10.
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THAT
the service contracts (including remuneration provisions) of the Fourth
Session directors and Fourth Session supervisors were considered and
approved.
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Votes
in favour of the resolution: 72,981,929,673 shares; votes against the
resolution: 6,843,100 shares, representing 99.9906% and 0.0094%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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11.
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THAT
the Secretary to the Board, be and is hereby authorized to, on behalf of
Sinopec Corp., deal with all applications, approval, registrations,
disclosure and filings in relation to the re-election of directors and
supervisors.
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Votes
in favour of the resolution: 72,987,950,873 shares; votes against the
resolution: 1,449,300 shares, representing 99.9980% and 0.0020%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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SPECIAL
RESOLUTIONS:
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12.
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THAT
the proposed amendments to the Articles of Association and its appendices
of Sinopec Corp. were considered and approved.
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Votes
in favour of the resolution: 72,995,325,473 shares; votes against the
resolution: 3,469,100 shares, representing 99.9952% and 0.0048%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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13.
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THAT
that the Secretary to the Board be and is hereby authorized, on behalf of
Sinopec Corp., to make any applications, approval, registrations and
filings in relation to the proposed amendments to the Articles of
Association and its appendices (including making amendments in accordance
with requests made by the relevant approval
authorities).
|
Votes
in favour of the resolution: 72,996,537,573 shares; votes against the
resolution: 2,228,100 shares, representing 99.9969% and 0.0031%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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14.
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THAT
the Board be and is hereby authorized to determine the proposed plan for
issuance of debt financing instrument(s).
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Votes
in favour of the resolution: 69,335,766,759 shares; votes against the
resolution: 3,641,075,250 shares, representing 95.0106% and 4.9894%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their proxies) present at
the AGM and the resolution was duly passed.
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15.
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THAT
the grant to the Board a general mandate to issue new shares was
considered and approved.
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Votes
in favour of the resolution: 69,933,661,117 shares; votes against the
resolution: 3,227,600,967 shares, representing 95.5884% and 4.4116%
respectively of the total number of shares casting voting rights of
Sinopec Corp. held by shareholders (including their
|
proxies)
present at the AGM and the resolution was duly passed.
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In
accordance with the Articles of Association and its appendices, voting on
the eighth resolution was carried out by cumulative
voting.
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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. He Fei, Ms.
Li Liping, PRC lawyers from Haiwen & Partners, attended the AGM and
issued a legal opinion that the convening of the AGM, the procedures for
holding the AGM, the voting procedures at the AGM, the eligibility of the
convenor of the AGM and the eligibility of the shareholders (or their
proxies) attending the AGM were in compliance with all relevant laws and
regulations and the Articles of Association of Sinopec Corp, and the
voting results at the AGM were valid.
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|
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 since 9:30 a.m. on 22 May 2009 and will
resume for trading from 9:30 a.m. on 25 May
2009.
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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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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.
|
Sinopec
Corp. 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.
|
By
Order of the Board
|
|
China
Petroleum & Chemical Corporation
|
|
Chen
Ge
|
|
Secretary
to the Board of
Directors
|