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, 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:
An announcement on resolutions passed at the eighth meeting of the
second session of the board of directors and change of a director made on
April 29, 2004, in English of China Petroleum & Chemical Corporation (the
"Registrant").
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: April 29, 2004
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
Announcement on Resolutions passed at the Eighth Meeting of the Second Session
of the Board of Directors and Change of a Director
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Sinopec Corp. and all the members of 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 in this announcement.
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The eighth meeting of the second session of the board of directors of China
Petroleum & Chemical Corporation ("Sinopec Corp.") was convened in writing on
29 April 2004.
The following resolutions were passed at the meeting:
1. the first quarterly report of the year 2004 of Sinopec Corp. was
approved; and
2. on 29 April 2004, Mr Liu Kegu, a director of Sinopec Corp., submitted a
report on his resignation of directorship to the Board of Directors of
Sinopec Corp. due to his work adjustment. His resignation shall be
effective upon the conclusion of the eighth meeting of the second
session of the board of directors of Sinopec Corp. At the same time, the
State Development Bank, a shareholder holding 10.12% of the total share
capital of Sinopec Corp., nominated Mr Gao Jian as a candidate for
director of Sinopec Corp., which will be a provisional proposal at the
2003 Shareholders' Annual General Meeting. Pursuant to the relevant
stipulations of the Rules and Procedures for the Shareholders' General
Meetings of Sinopec Corp., the Board of Directors, upon verification,
agreed to submit the above proposal on the change of the director to the
2003 Shareholders' Annual General Meeting of Sinopec Corp. for approval.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 29 April 2004
As at the date of this announcement, the executive directors of the Company
are: Messrs. Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao
Xianghong, Liu Genyuan, Liu Kegu and Fan Yifei; the independent directors are:
Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and Zhang Youcai; and
the employee representative director is: Mr Cao Yaofeng.
Attachment: Biography of the candidate for director
China Petroleum & Chemical Corporation
Biography of the Candidate for New Director
Gao Jian, 54, is the Deputy Governor of the State Development Bank. In
September 1982, Mr Gao graduated from the Beijing Institute of Political
Science and Law as a postgraduate specialising in politics and economics. In
July 1992, he graduated from the Finance and Science Research Institute of the
Ministry of Finance of the State with a Ph.D degree specialising in finance.
From November 1997 to June 1998, he conducted postdoctoral researches at the
Faculty of Economics at Harvard University, USA and is a Senior Economist. Mr
Gao has been engaged in researches in economic theories and financial
management for a long period of time and has extensive experience in economics
and financial management. From January 1989 to April 1994, he had been the
Deputy Head of the Department of Treaty and Law of the Ministry of Finance and
the Deputy Head of the State Liabilities Management Department. From April
1994 to October 1998, he was the Head of the State Liabilities Department and
the Head of the Department of Treaty and Law of the Ministry of Finance. From
October 1998 to April 2001, he was the Chief Economist, the Head of the Funds
Bureau and, concurrently, the Chief Representative of the Hong Kong
Representative Office of the State Development Bank. From April 2001 to July
2003, he was the Assistant to the Head of the Funds Bureau and, concurrently,
the Chief Representative of the Hong Kong Representative Office of the State
Development Bank. Since July 2003, he is the Deputy Governor of the State
Development Bank.
Mr Gao has no directorship in other listed public companies in the last three
years. It is proposed that the remuneration for Mr Gao, as director of Sinopec
Corp., shall be calculated on the basis of RMB3,000 (after tax) each time he
attends the board of directors' meeting in person. The amount and method of
calculation of his remuneration is subject to shareholders' approval at the
2003 Shareholders' Annual General Meeting and the signing of the relevant
Directors' Service Contract. The term of directorship shall end at the expiry
of the term of office of the current session of the Board of Directors, that
is on 22 April 2006. Save as disclosed above, Mr Gao does not have any
relationship with any director, senior management, or substantial or
controlling shareholders of Sinopec Corp. Besides, Mr Gao does not have any
interest in the shares of Sinopec Corp. within the meaning of Part XV of the
Hong Kong Securities and Futures Ordinance.