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 July, 2004
China Petroleum & Chemical Corporation
A6, Huixindong Street,
Chaoyang District Beijing, 100029
People's Republic of China
Tel: (8610) 6499-0060
(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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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. )
Yes No 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
This Form 6-K consists of:
An announcement on the transfer of state-owned legal person shares
held by China Petroleum & Chemical Corporation (the "Registrant") in China
Phoenix, made on July 6, 2004, in English of the Registrant.
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
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Name: Chen Ge
Title: Secretary to the Board of Directors
Date: July 6, 2004
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
Announcement on the transfer of state-owned legal person shares
held by Sinopec Corp. in China Phoenix
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Summary
The board of Sinopec Corp. is pleased to announce that on 6 July 2004 Sinopec
Corp. has entered into the Share Transfer Agreement with Qingjiang Investment
and Guodian Group in respect of the transfer of 211,423,651 state-owned legal
person shares held by Sinopec Corp. in China Phoenix to Qingjiang Investment
and Guodian Group (representing 40.72% of its total issued share capital). The
consideration of the transfer is RMB 620,954,100. The principal business of
China Phoenix includes the production and sales of petrochemical products
including polypropylene and LNG. Qingjiang Investment and Guodian Group are
independent third parties not connected with the directors, chief executive or
substantial shareholders of Sinopec Corp. or any of its subsidiaries or their
respective associates (as defined in the Listing Rules).
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The board of China Petroleum and Chemical Corporation ("Sinopec Corp.") is
pleased to announce that on 6 July 2004 Sinopec Corp. has entered into a share
transfer agreement (the "Share Transfer Agreement") with Hubei Qingjiang Water
Power Investment Limited ("Qingjiang Investment") and China Guodian (Group)
Corporation ("Guodian Group") in respect of the transfer of 211,423,651
state-owned legal person shares held by Sinopec Corp. in Sinopec Wuhan Phoenix
Company Limited ("China Phoenix") to Qingjiang Investment and Guodian Group
(representing 40.72% of its total issued share capital). The consideration of
the transfer is RMB 620,954,100. The principal business of China Phoenix
includes the production and sales of petrochemical products including
polypropylene and LNG. Details of the transfer are set out below:
1) At the 9th meeting of the Second Board of Directors of Sinopec Corp.
held on 6 July 2004, the board of directors approved the Share
Transfer Agreement to be entered into between Sinopec Corp.,
Qingjiang Investment and Guodian Group, all related documents and the
transactions contemplated under the Share Transfer Agreement.
2) On 6 July 2004, Sinopec Corp. entered into the Share Transfer
Agreement with Qingjiang Investment and Guodian Group in respect of
the transfer of 211,423,651 state-owned legal person shares held by
Sinopec Corp. in China Phoenix (representing 40.72% of its total
issued share capital) (the "Target Shares") to Qingjiang Investment
and Guodian Group. The net asset value representing each Target Share
determined by valuation is RMB2.40. The total value of the Target
Shares is RMB506,901,305. Based on the valuation, the parties agreed
that the consideration for the transfer is RMB 2.94 per share,
representing a premium of 22.5% over the net asset value of the
Target Shares. The total consideration payable is RMB 620,954,100 in
cash. The consideration payable to Sinopec Corp. by Qingjiang
Investment and Guodian Group is RMB 388,096,300 and RMB 232,857,800
respectively.
3) In accordance with the provisions of the Share Transfer Agreement,
completion of the share transfer is conditional upon satisfaction of
certain conditions, including the approval by the State-owned Assets
Supervision and Administration Commission of the State Council
("SASAC"). Completion is to take place one business day after the
fulfilment of all the conditions precedent or the waiver thereof. If
the conditions are not fulfilled or waived by 31 December 2004 (or
such other date as the parties may agree), the Share Transfer
Agreement will be terminated automatically and no party would have
any claim against the other parties (save for antecedent breaches).
4) After the agreement is effective, Sinopec Corp., Qingjiang Investment
and Guodian Group will together complete the procedures for the
transfer of the shares. The Share Transfer Agreement is in compliance
with the relevant law of The Peoples' Republic of China.
5) At the 9th meeting of the Second Board of Directors of Sinopec Corp.,
the board of directors also approved the proposed acquisition by
Sinopec Corp. from Qingjiang Investment and Guodian Group of
petrochemical assets (including production facilities, inventories
and corresponding accounts receivables) which they have obtained by
way of assets swap from China Phoenix (the "Petrochemical Assets").
The total consideration payable in respect of the acquisition is
RMB548,040,500 in cash. The consideration represents the value of the
Petrochemical Assets as valued by an independent valuer in the
People's Republic of China and was determined after arm's length
negotiations between the parties. The board of directors have
authorised the Chairman, Mr. Chen Tonghai, to execute the asset
acquisition agreement (the "Asset Acquisition Agreement") and related
documents on behalf of Sinopec Corp. in respect of the acquisition of
the Petrochemical Assets. Signing of the Asset Acquisition Agreement
shall take place after the SASAC has approved the share transfer and
the China Securities Regulatory Commission has approved the
Petrochemical Assets swap. As at the date of the announcement, the
Asset Acquisition Agreement has not been signed.
6) Qingjiang Investment and Guodian Group are independent third parties
not connected with the directors, chief executive or substantial
shareholders of Sinopec Corp. or any of its subsidiaries or their
respective associates (as defined in the Listing Rules). For a period
of six months prior to this share transfer, board members and senior
management of Sinopec Corp. have not held, purchased or sold any
listed and tradable shares in China Phoenix. Sinopec Corp. has not
entered into any contract, agreement or other document prohibiting or
restricting this share transfer and there exists no circumstances
prohibiting or restricting this share transfer as a result of any
court judgement, arbitration award or other reasons.
7) This announcement is made in accordance with the requirements of the
Shanghai Stock Exchange and Rule 13.09(2) of the Hong Kong Listing
Rules.
8) Sinopec Corp. will report on the development of this share transfer,
the signing of the Asset Acquisition Agreement and all related
matters in its quarterly, interim or annual report.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 6 July 2004
As at the date of this announcement, the directors of the Company are: Messrs.
Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong, Liu
Genyuan, Gao Jian and Fan Yifei; the independent directors are: Messrs. Chen
Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and Zhang Youcai; and the employee
representative director is: Mr. Cao Yaofeng.