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 October, 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 _____
(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:
an indicative announcement on the transfer of shares of Sinopec
Corp., made on October 14, 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 under signed, thereunto duly authorized.
China Petroleum & Chemical Corporation
By: /s/ Chen Ge
Name: Chen Ge
Title: Secretary to the Board of Directors
Date: October 15, 2004
[GRAPHIC OMITTED][GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of
China with limited liability)
(Stock code: 386)
Indicative announcement on the transfers of shares of Sinopec Corp.
pursuant to share transfer agreements
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SPECIAL NOTICE
Sinopec Corp. and all members of the board of directors of Sinopec Corp.
confirm that there are no material omissions from, or misrepresentations or
misleading statements contained in this announcement, and severally and jointly
accept full responsibility for the authenticity, accuracy and completeness of
the information contained in this announcement.
This announcement is made pursuant to Rule 13.09(2) of the Listing Rules.
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China Petroleum & Chemical Corporation ("Sinopec Corp.") received on 14th
October 2004 notices from its shareholders namely the China Development Bank
("CDB"), China Cinda Asset Management Corporation ("Cinda") and China
Petrochemical Corporation ("Sinopec Group Company") respectively that Cinda
would transfer 5,000,000,000 state-owned shares of Sinopec Corp. to Sinopec
Group Company and CDB would transfer 6,143,000,000 state-owned shares of
Sinopec Corp. to Sinopec Group Company under two separate share transfer
agreements (the "Share Transfers").
1. Background Information on the Share Transfers
Cinda and CDB have each entered into a share transfer agreement with Sinopec
Group Company (hereunder referred to as "Cinda Agreement" and "CDB Agreement"
respectively). Under the Cinda Agreement, Cinda agreed to transfer
5,000,000,000 state-owned shares of Sinopec Corp. held by it (representing
5.767% of the total number of shares of Sinopec Corp.) to Sinopec Group
Company. Under the CDB Agreement, CDB agreed to transfer 6,143,000,000
state-owned shares of Sinopec Corp. held by it (representing 7.085% of the
total issued share capital) to Sinopec Group Company.
According to the Cinda Agreement, the total consideration for the said transfer
of shares is RMB9,000,000,000 in cash, payable by Sinopec Group Company to
Cinda. According to the CDB Agreement, the total consideration for the said
transfer of shares is RMB11,057,400,000 in cash, payable by Sinopec Group
Company to CDB.
The Ministry of Finance of the People's Republic of China issued the Reply in
relation to the Transfer by China Cinda Asset Management Corporation of part of
the shares of China Petroleum & Chemical Corporation held by it on trust for
China Construction Bank (Caijinhan [2004]108) and the Reply in relation to the
Transfer by the China Development Bank of part of the shares of China Petroleum
& Chemical Corporation held by it (Caijinhan [2004]107) on 2nd September 2004,
approving the Share Transfers. Sinopec Group Company shall submit an
application to the China Securities Regulatory Committee for a waiver from the
requirement of a general offer by Sinopec Group Company as a result of the
Share Transfers.
Prior to the Share Transfers, Sinopec Group Company, being the largest
shareholder of Sinopec Corp., owned 47,742,561,000 state-owned shares,
representing 55.06% of the total number of shares of Sinopec Corp. CDB, being
the third largest shareholder of Sinopec Corp., owned 8,775,570,000 state-owned
shares, representing 10.12% of the total number of shares of Sinopec Corp.
Cinda, being the fourth largest shareholder of Sinopec Corp., owned
8,720,650,000 state-owned shares, representing 10.06% of the total number of
shares of Sinopec Corp. Upon completion of the Share Transfers, Sinopec Group
Company will hold an aggregate of 58,885,561,000 state-owned shares,
representing 67.917% of the total number of shares of Sinopec Corp., CDB will
hold 2,632,570,000 state-owned shares, representing 3.037% of the total number
of shares of Sinopec Corp. and Cinda will hold 3,720,650,000 state-owned
shares, representing 4.291% of the total number of shares of Sinopec Corp.
2. Other Information in relation to the Share Transfers
Sinopec Group Company, the transferee of the Share Transfers, is the largest
shareholder of Sinopec Corp. while the transferors, CDB and Cinda, are the
third and fourth largest shareholders of Sinopec Corp. respectively. Investors
may wish to refer to the general background information on Sinopec Group
Company, CDB and Cinda which Sinopec Corp. has disclosed in detail in the past.
For issues relating to the Share Transfers, Sinopec Group Company, CBD and
Cinda will publish a report on the changes of shareholding of Sinopec Corp. in
China Securities Journal, Shanghai Securities News and Securities Times on 15th
October 2004, and Sinopec Corp. and its board of directors encourage investors
to refer to and consider the report for details of the Share Transfers.
This announcement is made in accordance with Rule 13.09(2) of the Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
(the "Listing Rules").
Sinopec Corp. will fulfil its disclosure obligations and report on the
developments of the Share Transfers on a timely basis.
By Order of the Board
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 14th October 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.