SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
The Securities Exchange Act of 1934
For the month of May, 2005
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:
The announcement of resolutions passed at the annual general meeting for the
Year 2004 of China Petroleum & Chemical Corporation (the "Registrant"), made
by the Registrant in English on May 18, 2005.
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: May 18, 2005
[GRAPHIC OMITTED][GRAPHIC OMITTED]
CHINA PETROLEUM & CHEMICAL CORPORATION
(a joint stock limited company incorporated in the People's Republic of
China with limited liability)
(Stock Code: 0386)
Announcement of Resolutions Passed at the Annual General Meeting for the
Year 2004
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Sinopec Corp. and all members of its board of the directors warrant that there
are no material omissions from, or misrepresentations or misleading statements
contained in, this announcement, and severally and jointly accept full
responsibility for the authenticity, accuracy and completeness of the
information contained in this announcement.
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The Annual General Meeting for the year 2004 (the "AGM") of China Petroleum &
Chemical Corporation ("Sinopec Corp.") was held at Crowne Plaza Beijing - Park
View Wuzhou, No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing, PRC
on 18th May 2005 at 9:00 a.m. 16 shareholders and authorized proxies holding
an aggregate of 71,862,532,148 shares carrying voting rights of Sinopec Corp.,
representing 82.8841% of the total voting shares of Sinopec Corp., (there are
in total 86,702,439,000 shares with voting rights in issue), were present at
the AGM. This shareholding proportion was in compliance with the requirements
of the Company Law of the People's Republic of China and the provisions of the
Articles of Association of Sinopec Corp. Out of the shareholders and
authorized proxies present at the AGM, there were 12 shareholders holding
tradable shares (including proxies), holding an aggregate of 5,327,341,148
shares carrying voting rights of Sinopec Corp. and 4 shareholders holding
non-tradable shares (including proxies), holding an aggregate of
66,535,191,000 shares carrying voting rights of Sinopec Corp.
The AGM was convened by the board of directors of Sinopec Corp. and chaired by
Mr. Chen Tonghai, director of Sinopec Corp. After consideration by the
shareholders and authorized proxies and through voting by way of a poll on
each of the proposed resolutions, the following ordinary resolutions were
passed at the AGM:
1. The report of the board of directors of Sinopec Corp. for the year ended
31 December 2004 was approved.
Votes in favour of the resolution: 71,723,300,148 shares; and votes
against the resolution: 344,000 shares, representing 99.9995% and
0.0005% respectively of the total number of shares carrying voting
rights of Sinopec Corp. held by shareholders (including proxies) present
at the AGM. Out of which, votes of shareholders holding tradable shares
in favour of the resolution: 5,118,109,148 shares; and votes of
shareholders holding tradable shares against the resolution: 344,000
shares; votes of shareholders holding non-tradable shares in favour of
the resolution: 66,535,191,000 shares; votes of shareholders holding
non-tradable shares against the resolution: 0 shares.
2. The report of the supervisory committee of Sinopec Corp. for the year
ended 31 December 2004 was approved.
Votes in favour of the resolution: 71,723,534,148 shares; and votes
against the resolution: 90,000 shares, representing 99.9999% and 0.0001%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including proxies) present at the
AGM. Out of which, votes of shareholders holding tradable shares in
favour of the resolution: 5,188,343,148 shares; and votes of
shareholders holding tradable shares against the resolution: 90,000
shares; votes of shareholders holding non-tradable shares in favour of
the resolution: 66,535,191,000 shares; votes of shareholders holding
non-tradable shares against the resolution: 0 shares.
3. The audited accounts and audited consolidated accounts of Sinopec Corp.
for the year ended 31 December 2004 were approved.
Votes in favour of the resolution: 71,724,701,448 shares; and votes
against the resolution: 90,400 shares, representing 99.9999% and 0.0001%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including proxies) present at the
AGM. Out of which, votes of shareholders holding tradable shares in
favour of the resolution: 5,189,510,448 shares; and votes of
shareholders holding tradable shares against the resolution: 90,400
shares; votes of shareholders holding non-tradable shares in favour of
the resolution: 66,535,191,000 shares; votes of shareholders holding
non-tradable shares against the resolution: 0 shares.
4. The plan for profit appropriation and the final dividend of Sinopec
Corp. for the year ended 31 December 2004 were approved.
According to the consolidated accounts of Sinopec Corp. for the year
2004 prepared in accordance with the PRC Accounting Rules and
Regulations and International Financial Reporting Standards, the audited
net profits were RMB32.275 billion and RMB36.019 billion, respectively.
In accordance with the provisions of the Articles of Association of
Sinopec Corp., profits after tax available for allocation shall be the
lower of the net profits as determined in accordance with the PRC
Accounting Rules and Regulations and International Financial Reporting
Standards. Accordingly, having taken into account the allocation of 10%
of the net profits to each of the statutory surplus reserve (RMB3.228
billion) and the statutory public welfare fund (RMB3.228 billion), the
unallocated profits brought forward from the previous financial year
(RMB19.975 billion), and deducting the distribution of the final
dividends for the year 2003 (RMB5.202 billion) and the interim dividend
in 2004 (RMB3.468 billion), there remains a sum of RMB37.124 billion
available for allocation for the year 2004. On the basis of the total
number of issued shares of 86,702,439,000, as at the end of year 2004,
the cash dividend distributable per share for the year 2004 is proposed
to be RMB0.12 (including tax). The total amount of cash dividend for the
year amounts to RMB10.404 billion. After the deduction of the interim
cash dividend in the amount of RMB0.04 per share distributed, or
RMB3.468 billion in aggregate, the final cash dividend proposed for
allocation after the date of the balance sheet in 2004 is RMB0.08 per
share, or RMB6.936 billion in aggregate. The final dividend will be paid
on or before 27th June 2005 to all the shareholders registered in the
shareholders' register of Sinopec Corp. as at 3rd June 2005.
Votes in favour of the resolution: 71,862,197,848 shares; and votes
against the resolution: 93,500 shares, representing 99.9999% and 0.0001%
respectively of the total number of shares carrying voting rights of
Sinopec Corp. held by shareholders (including proxies) present at the
AGM. Out of which, votes of shareholders holding tradable shares in
favour of the resolution: 5,327,006,848 shares; and votes of
shareholders holding tradable shares against the resolution: 93,500
shares; votes of shareholders holding non-tradable shares in favour of
the resolution: 66,535,191,000 shares; votes of shareholders holding
non-tradable shares against the resolution: 0 shares.
5. The re-appointments of KPMG Huazhen and KPMG as the PRC and
international auditors, respectively, of Sinopec Corp. for the year 2005
were approved and the board of directors of Sinopec Corp. was authorised
to fix their remuneration.
Votes in favour of the resolution: 71,861,889,048 shares; and votes
against the resolution: 643,100 shares, representing 99.9991% and
0.0009% respectively of the total number of shares carrying voting
rights of Sinopec Corp. held by shareholders (including proxies) present
at the AGM. Out of which, votes of shareholders holding tradable shares
in favour of the resolution: 5,326,698,048 shares; and votes of
shareholders holding tradable shares against the resolution: 643,100
shares; votes of shareholders holding non-tradable shares in favour of
the resolution: 66,535,191,000 shares; votes of shareholders holding
non-tradable shares against the resolution: 0 shares.
6. The proposal regarding Sinopec Corp. Tianjin 1 million tonnes per annum
ethylene and auxiliary facilities project was approved.
Votes in favour of the resolution: 68,793,541,155 shares; and votes
against the resolution: 2,459,119,082 shares, representing 96,5487% and
3.4513% respectively of the total number of shares carrying voting
rights of Sinopec Corp. held by shareholders (including proxies) present
at the AGM. Out of which, votes of shareholders holding tradable shares
in favour of the resolution: 2,258,350,155 shares; and votes of
shareholders holding tradable shares against the resolution:
2,459,119,082 shares; votes of shareholders holding non-tradable shares
in favour of the resolution: 66,535,191,000 shares; votes of
shareholders holding non-tradable shares against the resolution: 0
shares.
According to 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, a PRC lawyer
from Haiwen & Partners, attended the AGM and issued a legal opinion that the
convening of the AGM, the procedures for holding the AGM, the eligibility of
the persons attending the AGM and the procedures for voting at the AGM were in
compliance with relevant laws and regulations and the Articles of Association
of Sinopec Corp.
According to 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 from 9:30 a.m. on 18th May 2005 and will resume from
9.30 a.m. on 19th May 2005.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 18th May 2005
Note: The taking of the poll results was scrutinised by KPMG, Certified Public
Accountants, whose work was limited to the conduct of certain procedures
requested by Sinpec Corp. in accordance with the provisions of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited to confirm that the poll results summary prepared by Sinopec
Corp. were identical with the results shown in the poll forms collected
and provided by Sinopec Corp. to KPMG. The work performed by KPMG in
this respect did not constitute either an audit or a review made in
accordance with Hong Kong auditing standards nor did it include
provision of any assurance or advice on matters of legal interpretation
or entitlement to vote.
As at the date of this announcement, the directors of Sinopec Corp. are
Messrs. Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong,
Liu Genyuan, Gao Jian and Fan Yifei; the independent non-executive directors
of Sinopec Corp. are Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng
and Zhang Youcai; and the employee representative director of Sinopec Corp. is
Mr Cao Yaofeng.