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 April, 2006
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
----- -----
(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
----- -----
(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 revised notice of annual general meeting for the year 2005 of China
Petroleum & Chemical Corporation (the "Registrant"), made by the Registrant in
English on April 27, 2006.
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: April 28, 2006
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2005
(Revised)
NOTICE IS HEREBY GIVEN that the annual general meeting ("Annual General
Meeting") of China Petroleum & Chemical Corporation ("Sinopec Corp.") for the
year 2005 will be held at Crowne Plaza Beijing - Park View Wuzhou, No. 8 North
Si Huan Zhong Road, Chaoyang District, Beijing, China on Wednesday, 24 May 2006
at 9:00 a.m. for the following purposes:
By way of ordinary resolutions:
1. To consider and approve the report of the 2nd Session of the Board of
Directors of Sinopec Corp. (including the report of the Board of
Directors of Sinopec Corp. for the year 2005).
2. To consider and approve the report of the 2nd Session of the Supervisory
Committee of Sinopec Corp. (including the report of the Supervisory
Committee of Sinopec Corp. for the year 2005).
3. To consider and approve the audited accounts and audited consolidated
accounts of Sinopec Corp. for the year ended 31 December 2005.
4. To consider and approve Plan for Profit Appropriation and the Final
Dividend of Sinopec Corp. for the year ended 31 December 2005.
5. To appoint the PRC and international auditors, respectively, of Sinopec
Corp. for the year 2006 and to authorise the Board of Directors to
determine their remuneration.
6. To elect the Third Session of the Board of Directors of Sinopec Corp.
(including the independent non-executive directors). According to the
Articles of Association of Sinopec Corp., election of the members of the
Board of Directors will be by way of cumulative voting. The relevant
details of the candidates are set out in the appendix to this notice.
7. To elect the shareholder representative supervisors of the Third Session
of the Supervisory Committee of Sinopec Corp. The relevant details of the
candidates are set out in the appendix to this notice.
8. To consider and approve the Service Contracts between Sinopec Corp. and
Directors of the Third Session of the Board Directors and Supervisors of
the Third Session of the Supervisory Committee (including emoluments
provisions). Details of the Service Contracts are available in the
circular to the H shareholders and also available at the website of the
Shanghai Stock Exchange (http://www.sse.com.cn).
9. To consider and approve resolutions regarding continuing connected
transactions for 2007 to 2009:
Approve major continuing connected transactions, amendments of
agreements, non-major continuing connected transactions and caps for
major continuing connected transactions and authorise the Board of
Directors of Sinopec Corp. to, at its discretion, take any other action
or issue any other documents necessary to implement the major continuing
connected transactions and supplemental agreements for connected
transactions;
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Details of the continuing connected transactions are contained in the
circular to the H shareholders and are also available at the website of
the Shanghai Stock Exchange (http://www.sse.com.cn).
By Way of Special Resolutions:
10. To consider and approve resolutions regarding the proposed issuance of
commercial paper:
The issue as commercial paper based on prevailing market terms and
compareable commercial papers issued in the PRC. The maximum amount of
the commercial paper shall not exceed 10% of the latest audited amount of
the net assets at the time of the issue. The effective period of the
approval shall commence from the date on which the resolution is approved
at 2005 AGM by shareholders and end on the completion of the 2006 AGM.
The Chairman shall be authorised to determine matters relevant to the
issue of the commercial paper based on the needs of Sinopec Corp. and
market conditions;
11. To approve the proposed amendments to the Articles of Association and its
schedules of Sinopec Corp. and to authorise the Secretary to the Board of
Directors to, on behalf of Sinopec Corp., deal with all applications,
filings, registrations and recording relevant to the proposed amendments
to the Articles of Association and its schedules.
Details regarding the proposed amendments to the Articles of Association
and its schedules are available in the circular to the H shareholders and
also available at the website of Shanghai Stock Exchange
(http://www.sse.com.cn).
A shareholder of Sinopec Corp., China Petrochemical Corporation, has
notified us that it is considering the appropriate candidate for the last
position of Independent Non-executive Directors of Third Session of the
Board of Directors and, unless it notifies the otherwise, it is not
expected to make any further nomination before the 2005 Annual General
Meeting.
By Order of the Board
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 27 April 2006
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 the
Company are Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and Zhang
Youcai; and the employee representative director of the Company is Mr. Cao
Yaofeng.
Notes:
1. Addition of a candidate for Independent Director
In accordance with the Articles of Association of Sinopec Corp., China
Petrochemical Corporation, a shareholder of Sinopec Corp., has, by way of
the proposal of a new agenda, nominated an addition person as candidate
for election as a member of The Third Session of The Board of Directors.
Details of the new candidate is set out in the appendix to this notice.
2. Eligibility for attending the Annual General Meeting
Holders of Sinopec Corp.'s H Shares whose names appear on the register of
members maintained by Hong Kong Registrars Limited and holders of
domestic shares whose names appear on the domestic shares register
maintained by China Securities Registration and Clearing Company Limited
Shanghai Branch Company at the close of business on Monday, 24 April 2006
are eligible to attend the Annual General Meeting.
3. Proxy
(1) A member eligible to attend and vote at the Annual General Meeting
is entitled to appoint, in written form, one or more proxies to
attend and vote on its behalf. A proxy need not be a shareholder of
Sinopec Corp.
(2) A proxy should be appointed by a written instrument signed by the
appointor or its attorney duly authorised in writing. If the form
of proxy is signed by the attorney of the appointor, the power of
attorney authorising that attorney to sign or the authorisation
document(s) must be notarised.
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(3) To be valid, the power of attorney or other authorisation
document(s) which have been notarised together with the completed
form of proxy must be delivered, in the case of holders of domestic
shares, to the registered address of Sinopec Corp. and, in the case
of holder of H Shares, to Hong Kong Registrars Limited, not less
than 24 hours before the time designated for holding of the Annual
General Meeting.
(4) A proxy may exercise the right to vote by a show of hands or by
poll. However, if more than one proxy is appointed by a
shareholder, such proxies shall only exercise the right to vote by
poll.
4. Registration procedures for attending the Annual General Meeting
(1) A shareholder or his proxy shall produce proof of identity when
attending the meeting. If a shareholder is a legal person, its
legal representative or other persons authorised by the board of
directors or other governing body of such shareholder may attend
the Annual General Meeting by producing a copy of the resolution of
the board of directors or other governing body of such shareholder
appointing such persons to attend the meeting.
(2) Holders of H Shares and domestic shares intending to attend the
Annual General Meeting should return the reply slip for attending
the Annual General Meeting to Sinopec Corp. on or before Thursday,
4 May 2006.
(3) Shareholder may send the above reply slip to Sinopec Corp. in
person, by post or by fax.
5. Closure of Register of Members
The register of members of Sinopec Corp. will be closed from Monday, 24
April 2006 to Wednesday, 24 May 2006 (both days inclusive).
6. Procedures for demanding a poll to vote on resolutions
Subject to the rules of the stock exchanges to which the shares of
Sinopec Corp. are listed, the following persons may demand a resolution
to be decided on a poll, before or after a vote is carried out by a show
of hands:
(1) the chairman of the meeting;
(2) at least two shareholders present in person or by proxy entitled to
vote thereat; or
(3) one or more shareholders present in person or by proxy and
representing 10%o or more of all shares carrying the right to vote
at the meeting singly or in aggregate.
Unless a poll is demanded, a declaration shall be made by the chairman
that a resolution has been passed on a show of hands. The demand for a
poll may be withdrawn by the person who demands the same.
7. Resolution for approved by independent shareholders
Resolution number 9 is a resolution which require the approval by
independent shareholders under the Hong Kong Listing Rules. China
Petrochemical Corporation and its associations (as defined under the Hong
Kong Listing Rules) will abstain from voting.
8. Other Business
(1) The Annual General Meeting will not last for more than one working
day. Shareholders who attend shall bear their own travelling and
accommodation expenses.
(2) The address of the Share Registrar of H Shares of Sinopec Corp.,
Hong Kong Registrars Limited is at:
Rooms 17121716, 17th Floor
Hopewell Centre
183 Queen's Road East
Hong Kong
(3) The address of the Share Registrar for A Shares of Sinopec Corp.,
China Securities Registration and Clearing Company Limited Shanghai
Branch Company is at:
72 Pu Jian Road
Pudong District
Shanghai
(4) The registered address of Sinopec Corp. is at:
A6 Huixindong Street
Chaoyang District
Beijing 100029
The People's Republic of China Telephone
No.: (+86) 10 6499 0060
Facsimile No.: (+86) 10 6499 0022
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Appendix:
Details of the candidates for the Third Session of the Board of Directors of
Sinopec Corp
Mr. Li Deshui, aged 62, is nominated to be appointed as an Independent
Non-Executive Director of Sinopec Corp. Mr. Li was born in July 1944 and
graduated from university in 1967. Mr. Li is a Senior engineer, researcher,
part-time professor of the Economics School of Peking University and the
Economics School of Renmin University of China. After graduation from
university, he was assigned to work at Maanshan Steel Company and has acted as
Workshop Section Head and Dispatch Head. In 1977 he worked at the Planning
Institute of the Metallurgy Department. In 1984 he worked at the Raw Materials
Bureau of the State Planning Commission. In 1988 he acted as Deputy Head of the
First Industrial Planning Office of the Long-term Planning Department of the
State Planning Commission. In 1989 he acted as Head of the First Industrial
Planning Office of the Long-term Planning Department and Head of the First
Industrial Planning Office of the Long-term Planning and Industrial Policy
Department. In 1992 he acted as Deputy Head of the National Economy
Comprehensive Department of the State Planning Commission. In May 1996 he acted
as Head of the National Economy Comprehensive Department of the State Planning
Commission. In November 1996, he acted as Vice Mayor of Chongqing in Sichuan
Province. In March 1997 he acted as Vice Mayor of Chongqing (directly under the
Central Government). In November 1999 he acted as Deputy Director of the
Research Office of the State Council and Member of the Party Group. In April
2002, he acted as Secretary to the Party Group and Deputy General Manager of
China International Engineering Consultancy Company. In March 2003 he acted as
Secretary to the Party Group and Head of the State Statistics Bureau, Member of
the Monetary Policy Committee of the People's Bank of China and Chairman of
China Statistics Institute. In March 2005 he acted as Member of the Tenth
Chinese People's Political Consultative Conference. In April 2006 he acted as
Member of the Economic Commission. In March 2005, he was elected as Vice
Chairman of the Thirty-sixth Statistics Commission of the United Nations.
Details of Messrs. Chen Tonghai, Zhou Yuan, Wang Tianpu, Wang Zhigang, Dai
Houliang, Fen Yifei, Yao Zhongmin, Shi Wanpeng and Liu Zhongli are set out in
the Notice of Annual General Meeting for 2005 and circular to shareholders of
Sinopec Corp. dated 4 April 2006.
The candidates listed above, once elected at the Annual General Meeting, will
enter into a service contract with Sinopec Corp. Pursuant to the provisions in
the relevant service contracts, remuneration for the services provided by
executive directors under their service contracts will be set in accordance
with relevant laws and regulations and "Measures for Implementation of
Remuneration Packages for Senior Management of Sinopec Corp.". The "Measures
for Implementation of Remuneration Packages for Senior Management of Sinopec
Corp." stipulates that the specific amount of remuneration will consist of a
base salary, performance bonus and mid- and long-term incentive, with specific
functions, responsibilities of the management staff and performance of the
Company as a whole being taken into account. The remuneration for the services
provided by the non-executive directors under their service contracts will be
set at RMB5,000 (after-tax) for each attendance at a board meeting. The
emolument for services provided by Independent Non-executive Director under the
services contract is RMB240,000 per year (before tax). Sinopec Corp. will
disclose in the Annual Report for the year 2005 the remuneration obtained by
directors of Sinopec Corp. during the reporting period in question.
None of Mr. Chan Tonghai, Mr. Zhou Yuan, Mr. Wang Tianpu, Zhang Jianhua, Mr.
Wang Zhigang, Mr. Dai Houliang, Mr. Fan Yifei, Mr. Yao Zhongmin, Mr. Shi
Wangpeng, Mr. Liu Zhonghi and Mr. Li Deshui has any interest in shares of
Sinopec Corp. within the meaning of Part XV of the Securities and Future
Ordinance. None of the candidates has received any regulatory sanction imposed
by the China Securities Regulatory Commission and any Stock Exchange.
Other than those disclosed herein, there are no other matters relating to the
above candidates which need to draw to the attention of shareholders or matters
which are discloseable under rule 13.51(2)(h) to (x) of The Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
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Details of the candidates for the Third Session of the Supervisory Committee of
Sinopec Corp
Details of Messrs. Wang Zuoran, Zhang Youcai, Kang Xianzhang, Zhou Huiping and
Li Yonggui are set out in the Notice of Annual General Meeting for 2005 and
circular to shareholders of Sinopec Corp. dated 4 April 2006.
The candidates above, once approved by the Annual General Meeting, will enter
into service contracts with Sinopec Corp.. Pursuant to the provisions in the
relevant service contracts, the remuneration for the services provided by Mr.
Zou Huiping under his service contract will be set in accordance with relevant
laws and regulations and "Measures for Implementation of Remuneration Packages
for Senior Management of Sinopec Corp.". The "Measures for Implementation of
Remuneration Packages for Senior Management of Sinopec Corp." stipulates that
the specific amount of remuneration will consist of a base salary, performance
bonus and mid- and long-term incentive, with specific functions,
responsibilities of the management staff and performance of the Company as a
whole being taken into account. Mr. Wang Zuoran and Mr. Kang Xianzhang will not
be receiving any remuneration from Sinopec Corp. The supervisor's fee for
services provided by independent supervisors under their services contract is
RMB240,000 per year (before tax). Sinopec Corp. will disclose in the Annual
Report for the year 2005 the remuneration obtained by Supervisors of Sinopec
Corp. during the reporting period in question.
None of Mr. Wang Zuoran, Mr. Zhang Youcai, Mr. Kang Xianzhang, Mr. Zou Huiping
and Mr. Li Yonggui has any interests in share of Sinopec Corp. within the
meaning of Part XV of the Securities and Futures Ordinance. None of the
candidates has received any regulatory sanction imposed by the China Securities
Regulatory Commission and any Stock Exchange.
Other than those disclosed herein, there are no other matters relating to the
above candidates which need to draw to the attention of shareholders or matters
which are discloseable under rule 13.51(2)(h) to (x) and The Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Declaration by Nominator Regarding the Candidates for Independent Non-executive
Directors
The nominator, China Petrochemical Corporation, makes the following statements
regarding nomination of Mr. Li Deshui for election as an Independent
Non-executive Director of the Third Session of Board of Directors of China
Petroleum & Chemical Corporation "Sinopec Corp.) and hereby states that no
relationship exists between the candidate and Sinopec Corp. that would affect
the independence of the candidate:
The nomination as made after the nominator being fully aware of such details of
the candidate as to his occupation, qualification, title, working experience
and all of his concurrent positions, etc. (please refer to the Appendix for the
detailed resume of the candidate). The written consent of the candidate to be
nominated for appointment as an Independent Non-Executive Director has been
obtained (please refer to the declaration by the candidate for Independent
Non-executive Director). The nominator confirms that the candidate:
1. has the qualifications to hold the office as director of a listed company
in accordance with the laws, administrative regulations and other
relevant regulations;
2. meets the qualifications for holding the office stipulated by the
Articles of Association of Sinopec. Corp.
3. is independent as required by the Guideline Regarding Establishment of
Independent Director Systems by Listed Companies issued by the China
Securities Regulatory Commission.
(1) neither the candidate nor his lineal relatives or major social
relations holds any position in Sinopec Corp. or its subsidiaries;
(2) neither the candidate nor his lineal relatives directly or
indirectly holds 1% or more of the issued shares of Sinopec Corp or
ranks in the top ten shareholders of Sinopec Corp.;
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(3) neither the candidate nor his lineal relatives directly or
indirectly holds any position in entities that directly or
indirectly hold 5% or more of the issued shares of Sinopec Corp. or
entities which rank in the top five shareholders of Sinopec Corp.;
(4) none of the above 3 situations has occurred to the candidate in the
past 1 year;
(5) the candidate does not provide any financial, legal, management
consultancy or technical consultancy services to Sinopec Corp. or
its subsidiaries.
4. the number of listed companies in which the candidate is an Independent
Non-executive Director does not exceed five (inclusive of Sinopec Corp.).
The nominator hereby warrants the authenticity, completeness and accuracy of
the above statements and that they are not misrepresenting or misleading. The
nominator is fully aware of the possible consequence which may result from
giving any misrepresentation.
The nominator: China Petrochemical Corporation
21 April 2006, Beijing
Declaration by the candidate for Independent Non-executive Director
I, Li Deshui, candidate for election as an Independent Non-executive Director
of the Third Session of Board of Directors, hereby warrant that no relationship
exists between myself and Sinopec Corp. during the term of my office which may
affect my independence. My detailed declaration is as follows:
1. neither I nor my lineal relatives or major social relations hold any
position in Sinopec Corp. or its subsidiaries;
2. neither I nor my lineal relatives directly or indirectly hold 1% or more
of the issued shares of Sinopec Corp.;
3. neither I nor my lineal relatives rank in the top ten shareholders of
Sinopec Corp.;
4. neither I nor my lineal relatives directly or indirectly hold any
position in entities that directly or indirectly hold 5% or more of the
issued shares of Sinopec Corp.;
5. neither I nor my lineal relatives hold any position in an entity which
ranks in the top five shareholders of Sinopec Corp.;
6. none of the 5 situations referred to above has occurred to me during the
past 1 year;
7. I do not provide financial, legal, management consultancy or technical
consultancy services to Sinopec Corp. or its subsidiaries.
8. I have not received any extra and undisclosed benefits from Sinopec
Corp., its substantial shareholders or organizations or individuals with
a material interests in Sinopec Corp.
9. I meet the qualifications for holding the position stipulated by the
Articles of Association of Sinopec. Corp.
Separately, the number of the listed companies in which I hold position of
Independent Non-executive Director does not exceed five (inclusive of Sinopec
Corp.).
I understand the responsibilities attached to the position of Independent
Non-executive Director and hereby warrant the authenticity, completeness and
accuracy of the statements above and that they are not misrepresenting or
misleading statement. I am fully aware of the possible consequence for giving
misrepresentation. The Shanghai Stock Exchange may rely on this to confirm my
qualification and independence. During the term of my office as independent
non-executive director, I will comply with
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the rules, regulations and notices issued by the China Securities and
Regulatory Commission and the listing rules of the Shanghai Stock Exchange. I
shall also be subject to the regulation of the Shanghai Stock Exchange and will
ensure that we devote sufficient time and efforts in dischanging our duties. I
will make independent analysis and will not be affected by Sinopec Corp.'s
substantial shareholder, actual controller or other parties who may have an
interest in Sinopec Corp.
Candidate for Independent Non-executive Director of
the Third Session of Board of Directors:
Li Deshui
18 April 2006, Beijing
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