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, 2004
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:
Annoucement of the Resolutions of the 12th Meeting of the Second
Session of the Board of Directors made on November 1, 2004 in English by China
Petroleum & Chemical Corporation (the "Registrant").
(a joint stock limited company incorporated in the People's
Republic of China with limited liability)
CHINA PETROLEUM & CHEMICAL CORPORATION
(Stock code: 386)
Announcement of the Resolutions of the 12th Meeting of the
Second Session of the Board of Directors
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Sinopec Corp. and the Board confirm the truth, accuracy and completeness of
the information contained in this announcement and collectively and
individually accept full responsibility for any fraudulent representation,
misrepresentation or material omission herein.
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The 12th meeting of the second session of the board of directors (the "Board")
of China Petroleum & Chemical Corporation ("Sinopec Corp.") was held at 9.00
am on 31 October 2004 at Sinopec Corp.'s head offices (the "Meeting").
Mr. Chen Tonghai, the Chairman, Mr. Wang Jiming, Vice Chairman, Mr. Mou
Shuling, Mr. Zhang Jiaren, Mr. Cao Xianghong, Mr. Gao Jian, Mr. Chenqingtai,
Mr. Shi Wanpeng and Mr. Zhang Youcai, Directors, were present at the meeting.
Mr. Liu Genyuan, Mr. Fan Yifei, Mr. Ho Tsu Kwok Charles and Mr. Cao Yaofeng,
Directors, could not attend the meeting for reason of official duties and
appointed Mr Chen Tonghai, Chairman, Mr. Shi Wanpeng, Mr. Chen Qingtai and Mr.
Mou Shuling, Directors, respectively, to vote on their behalf at the Meeting.
A quorum for a meeting of the board of Sinopec Corp. as set out in the
provisions of the Articles of Association of Sinopec Corp. was present.
The Meeting was convened and chaired by Mr Chen Tonghai, the Chairman. After
careful considerations by the Board, the following resolutions were passed at
the Meeting:
1. approved the proposals to acquire certain assets from, and dispose certain
assets to, China Petrochemical Corporation (the "Sinopec Group Company")
(respectively, the "Acquisition" and the "Disposal"), including:
1) the proposal regarding the acquisition of certain petrochemical
assets from Sinopec Group Company, approved to acquire the
petrochemical assets owned by Sinopec Group Company and its
subsidiaries and to enter into of the sale and purchase agreement
in respect of the petrochemical assets with Sinopec Group Company;
2) the proposal regarding the acquisition of certain catalyst assets
from Sinopec Group Company, approved to acquire the catalyst
assets owned by Sinopec Group Company and its subsidiaries and to
enter into of the sale and purchase agreement in respect of the
catalyst assets with Sinopec Group Company.
3) the proposal regarding the acquisition of certain gas station
assets from Sinopec Group Company, approved to acquire the gas
station assets owned by Sinopec Group Company and its subsidiaries
and to enter into of the sale and purchase agreement in respect of
the gas station assets with Sinopec Group Company.
4) the proposal regarding the disposal of certain downhole operation
assets to Sinopec Group Company, approved to dispose certain
oilfield downhole operation assets to Sinopec Group Company and to
enter into of the sale and purchase agreement in respect of the
downhole operation assets with Sinopec Group Company.
Each of the transactions contemplated under the Acquisition and the
Disposal is independent from each other. If any of the said transactions
is not completed, the remaining transactions shall not be affected.
For details of the Acquisition and Disposal, please refer to the
relevant announcements published in the China Securities Journal,
Shanghai Securities News and Securities Times in the PRC, and South
China Morning Post and Economics Times in Hong Kong on 2 November 2004
by Sinopec Corp.
2. approved the presentation at the extraordinary meeting of 2004 for
authorization to the Board to perform all actions in relation to the
Acquisition and the Disposal.
It was approved to present at the extraordinary meeting of 2004 for
approval the resolution authorising the Board and, in accordance with
the resolutions passed, authorising Mr. Wang Jiming, Vice Chairman, and
Mr. Zhang Jiaren, Director, to perform all actions in relation to the
Acquisition and the Disposal, and authorizing the Board to make
appropriate adjustments for relevant matters in respect of the
Acquisition and Disposal in accordance with provisions of relevant sale
and purchase agreements.
3. approved the proposal regarding the adjustment of the continuing connected
transactions with Sinopec Group Company.
It was approved that the continuing connected transactions adjustment
agreement was to be entered into between Sinopec Corp. and Sinopec Group
Company. The parties agreed that the additional connected transactions
in respect of land and property leases resulting from the transactions
should be subject to the provisions of the Land Use Right Lease
Agreement, Property Lease Agreement and the adjustment and supplemental
agreements thereof. After the transactions, Sinopec Group Company will
lease additional land use rights to Sinopec Corp. with an aggregate area
of 8,888,498m2, and Sinopec Corp. agrees to pay to Sinopec Group Company
an additional rent of approximately RMB110 million (equivalent to
approximately HK$104 million) per annum; Sinopec Group Company will
lease additional properties to Sinopec Corp. with an aggregate area of
15,114 m2, and Sinopec Corp. agrees to pay to Sinopec Group Company an
additional rent of approximately RMB1.35 million (equivalent to
approximately HK$1.27 million) per annum.
4. approved the proposal regarding the adjustment of the cap amount under the
land lease agreement with Sinopec Group Company.
It was approved that the cap amount of the rent payable by Sinopec Corp.
to Sinopec Group Company under the Land Use Rights Leasing Agreement per
annum was adjusted from RMB2,150 million (equivalent to approximately
HK$2,028 million) to RMB2,450 million (equivalent to approximately
HK$2,311 million) or such other cap amount as agreed by the Hong Kong
Stock Exchange.
5. approved the proposal regarding the audit fees of KPMG Huazhen and
KPMG for the year 2004 and that the audit fees for the year 2004 should be
HK$50 million.
6. approved the proposal regarding the internal control system of Sinopec
Corp.
7. approved the proposal regarding the adjustment to the capital
expenditure plan for the year 2004. The planned capital expenditure of
Sinopec Corp. for 2004 is RMB56.32 billion (equivalent to approximately
HK$53.13 billion). By taking into consideration the actual
implementation of the plan and analysis of the market conditions, the
Board approved the increase of the capital expenditure plan by RMB8
billion (equivalent to approximately HK$7.547 billion) to RMB64.32
billion (equivalent to approximately HK$60.68 billion). Out of the
amount of the increase, RMB6.35 billion (equivalent to approximately
HK$5.99 billion) will be used in investment in the retail sector and
RMB1.65 billion (equivalent to approximately HK$1.557 billion) will be
used in investment in the refining and chemical sector mainly for the
renovation of refining and chemical units.
8. approved the proposal to convene the extraordinary general meeting for
2004.
It was approved that the extraordinary general meeting of Sinopec Corp.
for 2004 were to be held, and the above proposals 1, 2 and 7 would be
submitted to the extraordinary general meeting for approval. The notice
of extraordinary general meeting would be announced separately.
Mr Chen Tonghai (general manager of Sinopec Group Company) and Mr. Liu
Gengyuan (deputy general manger of Sinopec Group Company) abstained from
voting in respect of proposals 1, 3 and to 4 by reason of conflict of
interests. All the members of the Board considered that this transaction
would be entered into in accordance with normal commercial terms and in
the ordinary business of Sinopec Corp. All the independent non-executive
directors have opined on the connected transactions and considered them
to be in accordance with normal commercial terms and in the interests of
all the shareholders of Sinopec Corp. as a whole. The considerations of
the transactions and their terms are fair and reasonable to the
shareholders of Sinopec Corp. as a whole, and would not prejudice the
interests of Sinopec Corp. and its independent shareholders.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 1st November 2004
As at the date of this announcement, the directors of the Company are: Messrs.
Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong, Liu
Genyuan, Gao Jian and Fan Yifei; the independent non-executive directors are:
Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and Zhang Youcai; and
the employee representative director is: Mr Cao Yaofeng.
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: November 1, 2004