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 October, 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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x |
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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x
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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
1
This
Form 6-K consists of:
An
announcement on resolutions passed at the first extraordinary general meeting of
China Petroleum & Chemical Corporation (the “Registrant”), made by the
Registrant on October 15, 2009.
2
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibilities for the contents of this announcement, 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 announcement.
(a
joint stock limited company incorporated in the People’s Republic of China with
limited liability)
(Stock
Code:
386)
Announcement
for resolution passed at the first extraordinary general meeting
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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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Important
Notice
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·
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There
is no objection against or amendment to the proposed
resolution.
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·
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There
is no new proposal submitted to the
Meeting.
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1.
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Convening
and attendance of the meeting
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China
Petroleum & Chemical Corporation ("Sinopec Corp.") held its first
extraordinary general meeting for 2009 ("EGM" or the "Meeting") at
Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, PRC on
15 October 2009 at 9:00 a.m.
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Shareholders
who attended the EGM are as follows:
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Number
of shareholders who attended the EGM
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57
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among
which：holders
of A shares
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51
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holders
of H shares
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6
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Total
number of shares casting valid voting rights
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8,682,590,619
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among
which：total
number of shares held by holders of A shares (note
1)
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2,072,810,276
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total
number of shares held by holders of H shares
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6,609,780,343
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Percentage
to total number of shares casting attending and valid voting rights (%)
(note
1)
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41.46%
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among
which：percentage
to total number of shares held by holders of A shares
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9.90%
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percentage
to total number of shares held by holders of H shares
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31.56%
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Note
1:
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The
Meeting is in relation to connected transactions. According to the
relevant requirements, the connected shareholder, China Petrochemical
Corporation abstained from voting, 65,758,044,493 shares casting voting
rights held by which did not account for the total number of shares
casting valid voting rights or the total number of shares casting
attending and valid voting rights.
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The EGM
was convened by the board of directors of Sinopec Corp. (the "Board") by
way of physical meeting and chaired by Mr. Su Shulin, chairman of the
Board. There are currently 15 directors and 9 supervisors of Sinopec Corp.
Mr. Wang Tianpu and Mr. Zhang Yaocang, vice chairman of the Board, Mr.
Wang Zhigang, Mr.
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3
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Cai
Xiyou, Mr. Li Chunguang, Mr. Dai Houliang, Mr. Liu Yun, Mr. Liu Zhongli,
Mr. Ye Qing and Mr. Xie Zhongyu, directors, attended the Meeting; Mr. Geng
Limin, Mr. Zou Huiping, Mr. Zhou Shiliang and Mr. Li Yonggeng,
supervisors, attended the Meeting; Mr. Wang Xinhua, the Chief Financial
Officer, and Mr. Zhang Kehua, Mr. Zhang Haichao and Mr. Lei Dianwu, vice
presidents, the vice-president, presented at the Meeting; Mr. Chen Ge, the
secretary to the Board attended the Meeting. The EGM was convened and held
in compliance with the requirements of the Companies Law and the articles
of association of Sinopec Corp.
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2.
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Consideration
of the resolution
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The
following resolution on the continuing connected transactions for 2010 to
2012 was considered and approved at the EGM by way of
poll:
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(a)
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the
Mutual Supply Agreement Amendments, the Major Continuing Connected
Transactions and its caps for the three years ending on 31 December 2012
be and are hereby approved;
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(b)
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the
Non-Major Continuing Connected Transactions be and are hereby approved;
and
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(c)
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Mr.
Wang Xinhua, the Chief Financial Officer of Sinopec Corp., be and is
hereby authorized to sign or execute such other documents or supplemental
agreements or deeds on behalf of Sinopec Corp. and to do such things and
take all such actions pursuant to the relevant board resolutions as
necessary or desirable for the purpose of giving effect to the above
resolution with such changes as he (or she) may consider necessary,
desirable or expedient.
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The
voting results are as follow:
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Number
of shares
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Voting
in favour
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Percentage
on voting in favour
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Voting
against
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Percentage
on voting against
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Approved
or not
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Shares
casting attending and valid voting rights
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8,682,590,619
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6,141,002,320
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70.73%
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2,541,588,299
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29.27%
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Approved
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Among
which :
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A
share
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2,072,810,276
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2,071,213,261
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99.92%
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1,597,015
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0.08%
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H
share
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6,609,780,343
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4,069,789,059
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61.57%
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2,539,991,284
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38.43%
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At the date
of the EGM, the issued share capital of Sinopec Corp. was 86,702,439,000 shares,
which was the total number of shares entitling the holders to attend and vote
for or against the resolutions at the EGM. According to the relevant
requirements, the connected shareholder, China Petrochemical Corporation
abstained from voting, 65,758,044,493 shares casting voting rights held by which
did not account for the total number of shares casting valid voting rights or
the total number of shares casting attending and valid voting rights. There were
no shares entitling the holders to attend and vote only against the above
resolution at the EGM.
3.
Witness by lawyers
Li Liping and
Jiang Xueyan, PRC lawyers of Sinopec Corp. from Haiwen & Partners, attended
the EGM and issued a legal opinion that the convening of and the procedures for
holding the EGM, the voting procedures at the EGM, the eligibility of the
convenor of the EGM and the eligibility of the shareholders (or their proxies)
attending the EGM were in compliance with the requirements of the Companies Law
and the articles of association of Sinopec Corp. and the voting results at the
EGM were valid.
In accordance
with the requirements of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, KPMG was appointed as the scrutineer in
respect of voting at the EGM (note2).
4
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 15 October 2009 and will resume for trading from
9:30 a.m. on 16 October 2009.
4.
Documents for inspection
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(1)
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resolution
of the EGM signed by the directors and the recorder who attended the
EGM;
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(2)
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Legal
opinion.
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By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, the
PRC, 15 October 2009
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Note 2:
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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.
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As
at the date of this announcement, the non-executive directors are Messrs. Su
Shulin, Zhang Yaocang, Cao Yaofeng, Li Chunguang and Liu Yun; the executive
directors of Sinopec Corp. are Messrs. Wang Tianpu, Zhang Jianhua, Wang Zhigang,
Cai Xiyou, Dai Houliang; the independent non-executive directors are Messrs. Liu
Zhongli, Ye Qing, Li Deshui, Xie Zhongyu, Chen Xiaojin.
5
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:
October 16, 2009
6