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, 2008
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.)
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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-__________. )
N/A
This
Form 6-K consists of:
an
announcement on resolutions passed at the 2007 annual general meeting of China
Petroleum & Chemical Corporation (the “Registrant”), each made by the
Registrant on May 26, 2008.
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 2007 Annual General Meeting
The
Annual General Meeting for the year 2007 (the “AGM”) of China Petroleum &
Chemical Corporation (“Sinopec Corp.”) was held at the Crown Plaza Beijing
Wuzhou, No.8 Beichendong Road, Chaoyang District, Beijing, PRC at 9:00 a.m. on
26 May 2008. The AGM was convened by the Board of Directors of Sinopec Corp. by
way of physical meeting and chaired by Mr. Su Shulin, chairman of Sinopec Corp.
There was no rejection or amendment of resolution at the AGM, and there was no
new resolution proposed at the AGM. 21 shareholders (or authorized proxies)
holding an aggregate of 73,791,831,153 shares carrying voting rights of Sinopec
Corp., representing 85.1093% 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
AGM. The AGM was convened and held in compliance with the requirements of the
relevant laws, administrative regulations and regulatory rules as well as the
Articles of Association of Sinopec Corp.
The
following resolutions were considered and approved and voting was made by poll
at the AGM:
Ordinary
resolutions:
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1.
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THAT
the Report of the Board of Directors of Sinopec Corp. for the year ended
31 December 2007 was approved.
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Votes
in favour of the resolution: 73,319,872,953 shares; votes against the
resolution: 1,007,200 shares; representing 99.9986% and 0.0014% respectively of
the total number of shares carrying 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 Supervisory Board of Sinopec Corp. for the year ended 31
December 2007 was approved.
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Votes
in favour of the resolution: 73,319,743,853 shares; votes against the
resolution: 1,046,700 shares; representing 99.9986% and 0.0014% respectively of
the total number of shares carrying 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 consolidated financial statements of
Sinopec Corp. for the year ended 31 December 2007 was
approved.
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Votes
in favour of the resolution: 73,317,863,653 shares; votes against the
resolution: 3,105,900 shares; representing 99.9958% and 0.0042% respectively of
the total number of shares carrying 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 profit distribution plan and distribution of final dividend of Sinopec
Corp. for the year ended 31 December 2007 were
approved.
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Votes
in favour of the resolution: 73,750,050,053 shares; votes against the
resolution: 1,021,900 shares; representing 99.9986 #% and 0.0014 #% respectively
of the total number of shares carrying 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
KPMG Huazhen and KPMG were re-appointed as the PRC and international
auditors of Sinopec Corp. for the year 2008 respectively, and that the
Board of Directors of Sinopec Corp. was authorised to determine their
remunerations.
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Votes
in favour of the resolution: 73,747,721,053 shares; votes against the
resolution: 3,233,300 shares; representing 99.9956% and 0.0044 #% respectively
of the total number of shares carrying 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
the Board of Directors was authorised to determine the interim profit
distribution plan of Sinopec Corp. for
2008.
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Votes
in favour of the resolution: 73,743,036,853 shares; votes against the
resolution: 1,502,600 shares; representing 99.9980% and 0.0020% respectively of
the total number of shares carrying voting rights of Sinopec Corp. held by
shareholders (including their proxies) present at the AGM and the resolution was
duly passed.
Special
resolutions:
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7.
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THAT
a general mandate to issue new shares was granted to the Board of
Directors of Sinopec Corp.
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Votes
in favour of the resolution: 68,021,733,664 shares; votes against the
resolution: 5,770,097,489 shares; representing 92.1806% and 7.8194% respectively
of the total number of shares carrying 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 proposal regarding the issue of domestic corporate bonds in principal
amount not exceeding RMB 20 billion within 24 months after the date of
such resolution was approved at the
AGM.
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Votes
in favour of the resolution: 73,702,753,553 shares; votes against the
resolution: 51,296,900 shares; representing 99.9304% and 0.0696% respectively of
the total number of shares carrying 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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9.
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THAT
the Board of Directors of Sinopec Corp. was authorized to deal with all
matters in connection with the issue of domestic corporate
bonds.
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Votes
in favour of the resolution: 73,700,698,453 shares; votes against the
resolution: 53,431,800 shares; representing 99.9276% and 0.0724% respectively of
the total number of shares carrying 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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10.
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THAT
the resolution regarding the amendments to the Articles of Association of
Sinopec Corp. was approved.
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Votes
in favour of the resolution: 73,749,187,253 shares; votes against the
resolution: 4,444,200 shares; representing 99.9940% and 0.0060% respectively of
the total number of shares carrying 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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The
Secretary to the Board of Directors was authorized to make further
necessary amendments to the wording or sequence of the revised business
scope mentioned in Resolution 10 above according to the requirements of
approval authorities and the Administration for Industry and
Commerce.
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Votes
in favour of the resolution: 73,747,933,153 shares; votes against the
resolution: 5,871,400 shares; representing 99.9920% and 0.0080% respectively of
the total number of shares carrying voting rights of Sinopec Corp. held by
shareholders (including their proxies) present at the AGM and the resolution was
duly passed.
The
total number of shares of Sinopec Corp. entitling the holders to attend and vote
for or against all ordinary resolutions and special resolutions at the AGM was
73,791,831,153. There were no shares which entitle the shareholders of Sinopec
Corp. to attend and vote only against any resolution at the AGM.
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 and 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 eligibility of the persons convening and attending the AGM, the eligibility
of proxies and the procedures for voting at the AGM were in compliance with all
relevant laws and regulations and the Articles of Association of Sinopec Corp.
and the voting results of the AGM were therefore valid and
effective.
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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 from 9:30 a.m. on 26 May 2008 and will resume from 9:30
a.m. on 27 May 2008.
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By
Order of the Board
China
Petroleum & Chemical Corporation
Chen
Ge
Secretary
to the Board of Directors
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Beijing,
the PRC
26
May 2008
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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.
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As
at the date of this Announcement, the directors of Sinopec Corp are Messrs. Su
Shulini*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#, Wang Zhigang#, Dai
Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+ and Li
Deshui+.
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#
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Executive
Directors
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*
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Non-executive
Directors
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+
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Independent
Non-executive Directors
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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:
May 27, 2008
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