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 March, 2005
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 proposed privatization of Beijing Yanhua By China Petroleum
& Chemical Corporation ("Registrant") through Beijing Feitian, as announced by
the Registrant on March 4, 2005.
CHINA PETROLEUM & CHEMICAL CORPORATION
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(Stock code: 386)
ANNOUNCEMENT
PROPOSED PRIVATISATION OF BEIJING YANHUA BY SINOPEC CORP.
THROUGH BEIJING FEITIAN
BY WAY OF MERGER BY ABSORPTION OF BEIJING YANHUA
UNDER ARTICLE 184 OF THE PRC COMPANY LAW
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The Board of Directors of China Petroleum & Chemical Corporation ("Sinopec
Corp.") is pleased to announce that, at the special general meetings of
Beijing Yanhua held on 4 March 2005, all the special resolutions proposed in
relation to the Privatisation Proposal had been duly passed.
The Company and all members of its board of directors warrant the
authenticity, accuracy and completeness of the information contained in this
announcement and the information herein does not contain any
misrepresentations, misleading statement or material omission.
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The Board of Directors of Sinopec Corp. is pleased to announce that, at the
special general meetings of Beijing Yanhua held on 4 March 2005, all the
special resolutions proposed in relation to the Privatisation Proposal had
been duly passed. Reference is made to:
(a) the joint announcement dated 29 December 2004 and made by Sinopec
Beijing Yanhua Petrochemical Company Limited ("Beijing Yanhua") and
Sinopec Corp.; and
(b) the composite document issued jointly by Beijing Yanhua and Sinopec Corp.
on 17 January 2005 (the "Circular");
regarding the proposal for the proposed privatisation of Beijing Yanhua
through Beijing Feitian by way of merger by absorption of Beijing Yanhua under
Article 184 of the PRC Company Law at the cancellation price of HK$3.80 per H
Share of Beijing Yanhua (the "Privatisation Proposal").
The implementation of the Privatisation Proposal is still subject to other
conditions as set out in the Circular being fulfilled (or waived, as
applicable). As stated in the Circular, both Beijing Feitian Petrochemical
Co., Ltd and Beijing Yanhua will proceed to apply for the necessary approvals
in the PRC to complete the Privatisation Proposal.
By Order of the Board
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, the PRC, 4 March 2005
The directors of Sinopec Corp. jointly and severally accept full
responsibility for the accuracy of the information contained in this
announcement and confirm, having made all reasonable enquiries, that to the
best of their knowledge, opinions expressed in this announcement have been
arrived at after due and careful consideration and there are no other facts
not contained in this announcement, the omission of which would make any
statement in this announcement misleading.
As at the date of this announcement, the directors of Sinopec Corp. are
Messrs. Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren, Cao Xianghong,
Liu Genyuan, Gao Jian and Fan Yifei; the independent non-executive directors
of the Company are Messrs. Chen Qingtai, Ho Tsu Kwok Charles, Shi Wanpeng and
Zhang Youcai; and the employee representative director of the Company 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
Name: Chen Ge
Title: Secretary to the Board of Directors
Date: March 4, 2005