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 November, 2007
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
|
|
Form
40-F
|
(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
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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
This
Form 6-K consists of:
An
announcement on resolutions passed at the third extraordinary general meeting
for the Year 2007 of China Petroleum & Chemical Corporation (the
"Registrant”), issued by the Registrant on November 15, 2007.
2
(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 Third Extraordinary General Meeting for the
Year
2007
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.
The
Third Extraordinary General Meeting for the year 2007 (the
"EGM") of China Petroleum & Chemical Corporation
("Sinopec Corp.") was held by way of physical meeting and
on-line voting on 15 November 2007. The EGM was convened by the board of
directors of Sinopec Corp. The physical meeting of EGM was held at Crown
Plaza
Beijing Wuzhou, No.8 Beisihuanzhong Road, Chaoyang District, Beijing, PRC
and
chaired by Mr. Dai Houliang, Director of Sinopec Corp.; the on-line voting
was
conduced via trading system of Shanghai Stock Exchange by the shareholders
of
domestic shares of Sinopec Corp.
1242
shareholders and authorized proxies holding an aggregate of 73,943,632,871
shares carrying voting rights of Sinopec Corp., representing 85.28% of the
total
voting shares of Sinopec Corp. (of a total of 86,702,439,000 shares with
voting
rights in issue) were present at the EGM. Among the attendees, 42
shareholders and authorized proxies holding an aggregate of 72,903,866,477
shares carrying voting rights of Sinopec Corp. were present at the physical
meeting, representing 84.08% of the total voting shares of Sinopec Corp.;
1200
shareholders and authorized proxies holding an aggregate of 1,039,766,394
shares
carrying voting rights of Sinopec Corp. voted on-line, representing 1.20%
of the
total voting shares of Sinopec Corp. The EGM was convened and held in compliance
with the requirements of the relevant laws, regulations and the Articles
of
Association of Sinopec Corp.
After
consideration by the shareholders and their authorised proxies and voting
by way
of poll, all of the following resolutions were passed item by
item:
3
|
Resolutions
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Number
of Votes
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For
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percentage
of total valid votes cast
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Against
|
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1.
Resolution relating to the Proposal for the Issuance of detachable
convertible company Bonds with Warrants
|
－
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－
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－
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－
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1) Issuance
Size
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73,943,090,915
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73,938,137,559
|
99.99％
|
4,953,356
|
|
2) Issuance
Price
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73,937,029,281
|
73,932,139,281
|
99.99％
|
4,890,000
|
|
3) Issuance
Target, Method of Issuance and Arrangement of Sale to Existing
Shareholders
|
73,936,875,341
|
73,931,693,841
|
99.99％
|
5,181,500
|
|
4) Term
of the Bonds
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73,936,480,601
|
73,931,534,001
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99.99％
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4,946,600
|
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5) Interest
Rate of the Bonds with Warrants
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73,935,500,621
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73,930,402,921
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99.99％
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5,097,700
|
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6) Term
and Method of Repayment for Principal and
Interest
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73,936,180,601
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73,931,016,401
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99.99％
|
5,164,200
|
|
7) Term
of Redemption
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73,936,271,101
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73,931,202,801
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99.99％
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5,068,300
|
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8) Guarantee
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73,936,079,401
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73,930,796,701
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99.99％
|
5,282,700
|
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9) Term
of the Warrants
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73,936,089,001
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73,930,866,101
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99.99％
|
5,222,900
|
|
10) Conversion
Period of the Warrants
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73,936,274,001
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73,930,528,301
|
99.99％
|
5,745,700
|
|
11) Proportion
of Exercise Rights for the Warrants
|
73,935,478,701
|
73,930,043,701
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99.99％
|
5,435,000
|
4
|
12) Exercise
Price of the Warrants
|
73,935,819,601
|
73,930,785,301
|
99.99％
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5,034,300
|
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13) Adjustment
of the exercise price of the warrants
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73,935,581,701
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73,930,278,001
|
99.99％
|
5,303,700
|
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14) Use
of Proceeds from the Proposed Issuance
|
73,936,075,601
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73,931,126,801
|
99.99％
|
4,948,800
|
|
15) Validity
of the Resolution
|
73,936,011,901
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73,931,174,701
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99.99％
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4,837,200
|
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16) Authorisations
to the Board of Directors to complete the Specific Matters of the
Proposed
Issuance
|
73,936,340,701
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73,931,289,901
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99.99％
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5,050,800
|
|
2.
Resolution relating to the feasibility of the application of the
funds
raised through the issuance of detachable convertible company Bonds
with
Warrants
|
73,936,624,501
|
73,931,939,000
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99.99％
|
4,685,510
|
|
3.
Explanatory statement made by the board of directors on the utilization
of
the funds previously raised
|
73,927,207,960
|
73,922,678,100
|
99.99％
|
4,529,860
|
The
implementation of proposed issuance of Bonds of Warrants is subject to approval
by relevant supervisory authorities.
For
details of the resolutions above, please refer to the announcement published
in
China Securities Journal,Shanghai Securities News and
Securities Times in mainland China and the website of The Stock
Exchange of Hong Kong on 28 September 2007 and the information relating to
the
EGM published on the website of Shanghai Stock Exchange on 8 November
2007.
There
is no supplementation, veto or variation to the resolutions at the
EGM.
5
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 (Note). Ms.
Li
Liping and Ms.Jiang Xueyan, PRC lawyers from Haiwen & Partners, attended the
EGM and issued a legal opinion that the convening of the EGM, the procedures
for
holding the EGM, the eligibility of the shareholders and their proxies attending
the EGM and the procedures for voting at the EGM were in compliance with
the
relevant provisions of the Company Law, the Securities Law of the PRC and
the
Articles of Association of Sinopec Corp. and the voting results of the EGM
were
therefore effective.
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 from 09:30 a.m. on 15 November 2007 and will resume
from
09:30 a.m. on 16 November 2007.
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By
Order of the Board
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|
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China
Petroleum & Chemical
Corporation
|
|
|
Chen
Ge
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|
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Secretary
to the Boar d of Directors
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Beijing,
the PRC, 15 November 2007
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Note:
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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.
|
As
at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Su
Shulin*, Zhou Yuan*, Wang Tianpu#, Zhang
Jianhua#,
Wang Zhigang#, Dai Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu
Zhongli+ and Li Deshui+.
#
Executive Directors
*
Non-executive Directors
+
Independent Non-executive Directors
6
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:
November 16, 2007
7