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 September, 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 T 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 T
-------- ---------
(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 first notification of the convention of shareholders'
meeting of A Share Market relating to the share reform scheme of China Petroleum
& Chemical Corporation (the "Registrant"), made by the Registrant in English on
September 11, 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: September 11, 2006
[CHINA PETROLEUM & CHEMICAL CORPORATION GRAPHIC OMITTED
(A joint stock limited company incorporated in the People's
Republic of China with limited liability)
(Stock Code: 0386)
Announcement of the First Notification of the Convention of Shareholders'
Meeting of A Share Market relating to the Share Reform Scheme
(Overseas Regulatory Announcement)
--------------------------------------------------------------------------------
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 accepts
full responsibility for any misrepresentation, misleading statements or
material omissions contained in this announcement.
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The Board of Directors (the "Board") of China Petroleum & Chemical Corporation
("Sinopec" or the "Company") was entrusted by the holders of non-tradable
shares of the Company to publish the "Notice of the Company Concerning the
Convention of Shareholders' Meeting in relation to the Share Reform Scheme" in
the China Securities Journal, Shanghai Securities News and Securities Times on
28 August 2006 and to publish the "Announcement Relating to Results of the
Communication and Consultation among shareholders concerning the Share Reform
Scheme" on 6 September 2006 in the China Securities Journal, Shanghai
Securities News and Securities Times. The Announcement of the First
Notification of the Convention of the Shareholders' Meeting is made pursuant
to the relevant requirements set out in the Administrative Measures on the
Share Reform of Listed Companies and the Guidance Notes on the Share Reform of
Listed Companies.
This Announcement and the two appendixes attached can be viewed on the website
of the Shanghai Stock Exchange at www.sse.com.cn
--------------
I INFORMATION ON THE SHAREHOLDERS' MEETING (THE "MEETING"):
1. The Convener:
The Board of the Company
2. Date of Share Registration of the Meeting:
14 September 2006 (Thursday)
3. Time of the Physical Meeting:
14:00 on 25 September 2006 (Monday)
4. Time of On-line Voting:
The time set for the on-line voting through the Shanghai Stock Exchange
("SSE") trading system is:
9:30~11:30 a.m., 13:00~15:00 p.m. on
21 September 2006, 22 September 2006 and 25 September 2006
5. Venue of the Physical Meeting:
Kempinski Hotel, No. 50 Liangmaqiao Road, Chaoyang District, Beijing.
6. The Meeting and the Modes of Voting:
The meeting will adopt a combination of different voting modes
including voting in person, the appointment of the Board to vote as
proxy and the on-line voting. The Company will provide an on-line
voting platform for the holders of tradable A shares to vote through
the SSE trading system and the holders of tradable A shares may
exercise their voting rights through the above system during the
above-mentioned on-line voting period. The holders of tradable A shares
who will participate in the on-line voting may refer to Part V of this
announcement for the operation procedures.
The shareholders of the Company may only choose one of the voting modes
among voting in person, the appointment of the Board to vote as proxy
and the on-line voting. Where duplicate votes have been cast using more
than one mode, the Company will in accordance with this announcement
select the vote cast in a mode as the valid votes.
7. Notification Announcement:
Prior to the Meeting, the announcement of the convention of the Meeting
will be published twice in the selected newspapers designated by the
Board of the Company. The dates of publication are 11 September 2006
(i.e. the date of this announcement) and 15 September 2006
respectively.
8. Attendees of the Meeting
(1) The attendees of the Meeting are all holders of non-tradable
shares and tradable A shares of the Company who have
registered with the China Government Securities Depository
Trust & Clearing Co. Ltd., Shanghai Branch after the close of
trading as at 14 September 2006 (i.e. the share registration
date of the Meeting). These shareholders are all entitled to
attend the Meeting and to participate in voting in the mode
announced in this announcement. Any shareholder who is not
able to attend the physical meeting in person may appoint a
proxy (such proxy may not necessarily be a shareholder of the
Company) to attend the Meeting and to participate in the
voting, or vote on-line during on-line voting time period;
(2) The directors, supervisors and senior management personnel;
(3) The representatives of the sponsor and the legal advisors
etc. of the Company in respect of the share reform of the
Company.
9. The Suspension and Resumption of the Trading of A Shares of the Company
The trading of A shares of the company will be suspended on the date
following the date of share registration (15 September 2006). If the
share reform scheme of the Company is approved at the Meeting, the
Company will implement the scheme at the earliest possible date and the
trading of A shares will be resumed on the business date following the
date on which the prescribed procedures of the share reform have
finished. If the share reform scheme of the Company is not approved at
the meeting, the Company will announce the voting result of the Meeting
within two trading days and apply for the resumption of the trading of
Sinopec's A shares on the following trading day after the date of the
announcement.
II MATTERS TO BE REVIEWED AND APPROVED AT THE MEETING
The matters proposed for review and approval at the Meeting will be the
"Share Reform Scheme of China Petroleum & Chemical Corporation". Please
refer to the Explanatory Statement Relating to the Share Reform of
China Petroleum & Chemical Corporation (Summary) published in the China
Securities Journal, Shanghai Securities News and Securities Times by
the Board of the Company on 28 August 2006 and the Explanatory
Statement Relating to the Share Reform of China Petroleum & Chemical
Corporation published on the website of Shanghai Stock Exchange
(www.sse.com.cn) for details of the share reform scheme.
III RIGHTS OF HOLDERS OF TRADABLE A SHARES IN PARTICIPATING IN THE SHARE
REFORM AND EXERCISE OF THE RIGHTS
1. Rights of Holders of Tradable A shares in Participating in the Share
Reform Scheme
Holders of tradable A shares have the lawful right to attend the
Meeting and to be informed of or to discuss or inquire and vote in
respect of the scheme.
Pursuant to the relevant provisions set out in the Administrative
Measures of Share Reform for the Listed Companies promulgated by China
Securities Regulatory Commission, the scheme to be considered at the
Meeting should be passed by the votes of shareholders who participate
in the voting representing two thirds (2/3) or more of the voting
rights, and the votes of holders of tradable A shares who participate
in the voting representing two thirds (2/3) or more of the voting
rights.
2. The Exercise of the Rights of Holders of Tradable A shares Participating
in the Share Reform Scheme
Pursuant to the Administrative Measures of Share Reform for the Listed
Companies promulgated by the China Securities Regulatory Commission,
the meeting will adopt a combination of different modes of voting
including voting in person, appointment of the Board to vote as proxy
and on-line voting. Holders of A shares may, during the on-line voting
time period, vote for the proposal of the Meeting through the SSE
trading system. Please refer to Part V of this announcement for the
specific voting procedures for holders of tradable A shares. Specific
voting procedures in relation to holders of tradable A shares who
entrust the Board of the Company to vote are published in the China
Securities Journal, Shanghai Securities News and Securities Times on 28
August 2006 and the "Report on Collection of Voting Right by the Board
of China Petroleum & Chemical Corporation". Holders of tradable A
shares may also attend the physical Meeting according to the methods
set out in this announcement and vote for the share reform scheme.
3. The Significance for Holders of Tradable A shares to Participate in the
Voting (1) Will be beneficial for the protection of their own interests;
(2) To Fully express their own will and exercise the rights they own as
shareholders; (3) If this proposal is passed at the Meeting, holders of
tradable A shares who fail to participate in the voting and shareholders
who have participated in the voting but cast vote against the resolution
or cast abstained vote shall also be bound to implement the voting
result.
4. Methods for Exercise of Voting rights
Relevant shareholders of the A shares of the Company shall exercise their
voting rights seriously. At the time of voting, only one of the voting
methods including voting in person, appointment of the Board to vote as
proxy and on-line voting may be chosen for the same share and
duplicating voting using more than one mode is not allowed. Where
duplicate vote is found, it shall be dealt with according to the
following rules:
(1) if a vote of the same share is cast in person and by way of on-line
voting, the vote in person shall prevail;
(2) if a vote of the same share is cast in person and at the same time
the vote is also cast by the Board as proxy, it will be dealt with
according to the rules set out in the Report on Collection of
Voting Rights by the Board of China Petroleum & Chemical
Corporation, under which the person will be considered to have
failed to revoke his proxy appointment in accordance with the
requirements and the vote by the Board as proxy shall prevail;
(3) If a vote of the same share is cast by way of on-line voting and at
the same time is cast by the Board as proxy, the vote by the Board
as proxy shall prevail;
(4) If a vote of the same share is authorized to vote by the Board in
duplicate, the vote of the last appointment shall prevail;
(5) If the vote of the same share is cast through on-line voting, the
first on-line vote shall prevail.
The way as to how to exercise voting power should be subject to this
announcement.
IV PROCEDURES FOR THE COLLECTION OF VOTING RIGHTS BY THE BOARD
The Board of the Company agrees to act as the collecting person and to
collect the voting rights of the Meeting from all the holders of
tradable A shares.
1. The Party being Collected
The party from whom the voting rights should be collected are all the
holders of tradable A shares whose names are registered and recorded
with the China Securities Depository and Clearing Corporation Limited,
Shanghai Branch as at 14th September, 2006 at the time of closing of the
exchange.
2. Time of Collection
9:00 - 17:00 each day from 15 September 2006 to 22 September 2006
3. Methods of Collection
The voting rights will be collected through the publication of
announcements in designated newspapers including the China Securities
Journal, Shanghai Securities News and Securities Times and the website
of the Shanghai Stock Exchange (www.sse.com.cn).
4. Procedures of the Collection
For further details, please see the Report on Collection of Voting
Rights by the Board of China Petroleum & Chemical Corporation which was
published in the China Securities Journal, Shanghai Securities News and
Securities Times on 28 August 2006.
V ARRANGEMENT FOR ON-LINE VOTING
During the Meeting, the Company will provide an on-line voting platform
through the trading system of Shanghai Stock Exchange to the holders of
tradable A shares so that such holders may participate in on-line voting
through such trading system. The procedures of on-line voting by the
holders of tradable A shares are similar to the procedures of sale and
purchase of shares and the holders of shares may vote in accordance with
the on-line voting codes and voting abbreviations specially set for the
Meeting, of which the claimed prices will represent the Meeting proposal
and the number of claimed shares will represent the voting directions.
The submission of the voting cannot be revoked. Please log on the
website of the Shanghai Stock Exchange (http://www.sse.com.cn) for
further information about on-line voting by shareholders, the procedures
and requirements of the voting through the above trading system will be
shown in the Appendix 1 to this announcement.
VI REGISTRATION METHODS FOR ATTENDING THE MEETING IN PERSON
1. The shareholders or proxies of the shareholders who attend the meeting in
person shall register with the following documents:
(1) Identification card, stock accounts card of a shareholder who is a
natural person;
(2) The proxy who is attending the Meeting on behalf of a natural
person shareholder shall present his/her identification card, Power
of Attorney for voting and the stock account card of the
authorizing person;
(3) The legal representative who attends the Meeting on behalf of a
legal person shareholder shall present his/her identification card,
business licence of the legal person shareholder or other
certification documents (duplicated copies) which may evidence its
status as a legal person shareholder, identification certificate of
the legal representative and the stock accounts card;
(4) The proxy of non-legal representative who attends the Meeting on
behalf of the legal shareholder shall present his identification
card, business licence of the legal person shareholder or other
certification documents (duplicated copies) which may evidence the
status of the legal person shareholder, Power of Attorney which is
stamped with the seal of the legal person or is executed by the
legal representative and the stock accounts card.
Shareholders may also register by way of letters or faxes.
Please refer to Appendix 2 to this announcement for Power of Attorney
required for attending the Meeting. Where the Power of Attorney is
signed by another person authorized by the authorizing person, such
Power of Attorney or other documents of authorization shall be
notarized.
2. Registration Time(pound)(0)
Shareholders who attend the Meeting in person shall register from 15
September 2006 to 22 September 2006 at 9:00 to 11:00 a.m. or 14:00 to
16:00p.m.
3. Registration Place(pound)(0)
Board Secretariat, Sinopec Building, No.6 Huixin East Street Jia Chaoyang
District, Beijing
4. Contact Details(pound)(0)
Contact persons(pound)(0)Mr. Gao Zhaohui, Mr. Liu Feng
Contact address(pound)(0)No.A6 Huixin East Street, Chaoyang District,
Beijing
Postcode(pound)(0)100029
Tel: (010) 6499 0060
Fax: (010) 6499 0022
VI Miscellaneous
1. The physical meeting is estimated to last for approximately half of the
day and the attendees are required to be present on time. Any
accommodations and the transportation expenses for attending this
meeting will be borne by the participants.
2. During the time period of on-line voting, in case the voting system is
adversely affected by any of material events, the Meeting will continue
to proceed in accordance with the notice of the such day.
For and on behalf of the Board of Directors
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 11 September 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, Zhouyuan, Fan Yifei and Yao
Zhongmin; the independent non-executive directors are Messrs. Shi Wanpeng, Liu
Zhongli and Li Deshui.
Schedule 1
Operation procedures for investors who participate in on-line voting
I. VOTING PROCESS
1. Voting Code
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Listed on SSE Listed on SSE Number of Voting Remarks
Voting Code Voting abbreviation Proposal
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738028 Sinopec Voting 1 A share
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2. Resolution Proposal
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Company Proposal Proposal contents Corresponding
Abbreviation Sequence claimed price
Number
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Sinopec 1 (The Share Reform Scheme of China Petroleum & RMB1.00
Chemical Corporation)
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3. Voting Directions
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Category of Votes Number of Corresponding Claimed Shares
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Agree 1 share
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Object 2 shares
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Abstain 3 shares
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4. Buying/Selling Direction: all regarded as buying in
II. VOTING PROCESS ILLUSTRATION
An investor holds "Sinopec" A shares at the date of registration. The
voting process is illustrated as an example as follows:
If the investors votes for the proposal, his submission shall be:
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Voting Code Buy/Sell Direction Claimed Price Number of Claimed
Shares
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738028 Buy in 1.00 1 share
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If the investor votes against the proposal, his submission shall be:
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Voting Code Buy/Sell Direction Claimed Price Number of Claimed
Shares
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738028 Buy in RMB1.00 2 shares
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III. NOTES
1. In respect of the same proposal, the vote cannot be submitted for
more than once. In case the vote is submitted more than once, the
first submission shall prevail.
2. If the submission fails to meet the above-mentioned requirements, it
shall be regarded as invalid and shall not be included in the
calculation of votes.
Schedule 2: Shareholders' Voting Power of Attorney (photocopy is effective)
Power of Attorney
Mr/Miss [ ] [ ] [ ] is hereby authorized as proxy to attend the
shareholders' meeting (the "Meeting") of China Petroleum & Chemical Corporation
relating to A shares market on 25th September 2006 (or such other date on which
the Meeting is postponed to be held in accordance with the law), he/she shall
vote on the proposal below in accordance with the following instructions. If no
instruction is given, then the proxy can vote act in his own discretion to
vote for, against the proposal or abstain from voting:
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Special Resolution: Agree(Schedule 1) Object(Schedule 1) Abstain (Schedule 1)
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China Petroleum & Chemical Corporation
Share Reform Proposal
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1. Name of Proxy (Schedule 2): [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
2. Identity Card Number (Schedule 2):
3. Account Number of shareholder [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] number of shareholding (schedule 3):
4. Signature of Proxy [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Identity Card Number [ ] [ ] [ ]
Signed by: _________________________(Schedule (4)
Date of Authorization: ________________ 2006
Note:
1. Please tick "X" in the "Agree" column if you are going to vote
for the proposal. Please tick "X" in the "Object" column if you are going to
vote against the proposal. Please tick "X" in the "abstain" column if you are
going to abstain from voting. Selection of two or more or failure to vote will
be regarded as non-specific instructions, and the proxy may vote in his own
discretion or abstain from voting.
2. Please fill in the full name and the identity card number of the
shareholder who is a natural person. Please fill in the full name of the legal
representative and his identity card number if the shareholder is a legal
enterprise.
3. Please fill in the number of shares which are authorized by the
shareholder. If no number is filled in, the number of shares authorized under
the Power of Attorney will be regarded as the number of shares which are held
by the shareholder and registered with the China Securities Depository and
Clearing Corporation Limited (Shanghai Branch).
4. The Power of Attorney must be signed by the shareholder or the
proxy of the shareholder who is authorized in writing by the authorizing
shareholder. If the authorizing shareholder is a legal enterprise, the Power
of Attorney should be chopped with the company seal of such legal person.