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 August, 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 announcement of the resolutions of the third meeting of the third session
of the board of directors of China Petroleum & Chemical Corporation (the
"Registrant"), made by the Registrant in English on August 25, 2006.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 386)
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Announcement of the Resolutions of the Third Meeting
of the Third Session of the Board of Directors
(Overseas Regulatory Announcement)
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China Petroleum & Chemical Corporation 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.
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A written notice on the third meeting of the third session of the board of
directors of China Petroleum & Chemical Corporation ("Sinopec Corp." or "the
Company") was issued on 11 August 2006 and the meeting was held in Beijing on
24 - 25 August 2006.
Chairman Chen Tonghai and Vice Chairman Zhou Yuan and directors Wang Tianpu,
Zhang Jianhua, Wang Zhigang, Dai Houliang, Liu Zhongli, Shi Wanpeng and Li
Deshui attended the meeting. Directors Yao Zhongmin and Fan Yifei did not
attend the meeting for reason of official duties and appointed Chairman Chen
Tonghai and director Wang Tianpu to attend the meeting and vote on their
behalf respectively. A quorum for convening a board of directors' meeting was
formed as stipulated in the Articles of Association of the Company.
The meeting was convened and chaired by Chairman Chen Tonghai. After due
consideration, the directors attending the meeting unanimously approved the
following resolutions:
1. Report on production and operation for the first half of 2006 and work
arrangements for the second half of the year.
2. Proposal on distribution of interim dividends for 2006.
On the basis of the total number of shares of 86,702,439,000 shares as
at 30 June 2006, a cash dividend of RMB0.04 per share (including tax)
will be distributed and the total cash dividends will be approximately
RMB3.468 billion. The interim dividend will be distributed on or before
Thursday, 28 September 2006 to the shareholders whose names appear on
the register of members of Sinopec Corp. on Wednesday, 13 September
2006.
To be entitled to the interim dividend, holders of H shares shall lodge
their share certificate(s) and transfer documents with Hong Kong
Registrars Limited at Rooms 1712 - 1716, 17/F., Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong for registration of transfer no
later than 4:00 p.m. on Tuesday, 12 September 2006. The register of
members of Sinopec Corp. in respect of the H shares will be closed from
Wednesday, 13 September 2006 to Tuesday, 19 September 2006 (both dates
inclusive).
3. Financial reports of the Company for the first half of 2006 prepared in
accordance with the PRC accounting rules and regulations and
international financial reporting standards respectively and audited by
KPMG Huazhen and KPMG.
4. Interim report of Sinopec Corp. for 2006 and its summary.
5. Proposal on providing guarantees for the loans to Shanghai Gaoqiao
Aisikai Solvent Company Limited.
In order to facilitate the joint venture company of Sinopec Corp.,
Shanghai Gaoqiao Aisikai Solvent Company Limited, to obtain the project
construction funds as soon as possible, it was agreed that Sinopec
Corp. shall provide guarantees in proportion to its shareholding ratio
(50%) to secure the relevant loan. The maximum amount of the guarantee
shall be approximately RMB76,000,000, such amount being within the
authority of the board of directors, and the Chairman shall be
authorised to sign the relevant legal documents.
6. Proposal on providing guarantees in relation to the technical
assistance loans to Qingdao Refinery Company.
It is agreed that Sinopec Corp. shall provide guarantees to the joint
venture company, Qingdao Refinery Company, in proportion to its
shareholding ratio (85%) in relation to the technical assistance loans
granted by the China Development Bank. The guarantee amount shall be
RMB170,000,000, such amount being within the authority of the board of
directors, and the Chairman shall be authorised to sign the relevant
legal documents.
7. Proposal on the share reform.
(1) Agree to accept the entrustment of the shareholders of
non-tradable shares of Sinopec Corp. to deal with the share
reform matters of Sinopec Corp. (including but not limited to
formulating, implementing the share reform proposal and
submitting the same to the relevant competent authorities of the
State for approval; convening shareholders' meetings relating to
the A shareholders of Sinopec Corp. and examining the share
reform proposal);
(2) Agree to issue a letter in the name of the board of directors in
relation to the collection of votes pursuant to the relevant
stipulations of the share reform proposal in order to collect
votes on the share reform proposal from the shareholders of the
tradable A shares of Sinopec Corp.;
(3) Authorise the Chairman or the person authorised by him to sign
the necessary documents and take the necessary actions to
implement the objectives of the resolutions referred to above
(including but not limited to announcing the explanatory
memorandum on the share reform according to the results of
discussions and negotiation between the shareholders of
non-tradable shares and shareholders of tradable shares).
(4) Agree to convene a shareholders' meeting of the A shareholders and
issue the meeting notice (please refer to the relevant
shareholders' meeting notice for details).
For and on behalf of the Board of Directors
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 25 August 2006
As at the date of this announcement, the executive directors of Sinopec Corp.
are Messrs. Wang Tianpu, Zhang Jianhua, Wang Zhigang, Dai Houliang; the
non-executive directors are Messrs. Chen Tonghai, Zhou Yuan, Fan Yifei and Yao
Zhongmin; the independent non-executive directors are Messrs. Shi Wanpeng, Liu
Zhongli and Li Deshui.
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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
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Name: Chen Ge
Title: Secretary to the Board of Directors
Date: August 28, 2006