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 the resolutions passed at the 15th meeting of the second
session of the board of directors made by China Petroleum & Chemical
Corporation ("Registrant") in English on March 25, 2005.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock code: 0386)
(Overseas Regulatory Announcement)
Announcement of the Resolutions of the 15th Meeting of the
Second Session of the Board of Directors
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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 15th Meeting of the Second Session of the board of directors (the "Board")
of China Petroleum & Chemical Corporation ("Sinopec Corp.") was held in the
morning of 25 March 2005 at Sinopec Corp.'s head offices (the "Meeting"), the
written notice of which was issued on 11 March 2005.
Mr. Chen Tonghai, the Chairman, Mr. Wang Jiming, Vice Chairman, Mr. Zhang
Jiaren, Mr. Cao Xianghong, Mr. Liu Genyuan, Mr. Chen Qingtai, Mr. Shi Wanpeng
and Mr. Cao Yaofeng, Directors, were present at the Meeting. Mr. Mou Shuling,
Mr. Gao Jian, Mr. Fan Yifei, Mr. Ho Tsu Kwok, Charles and Mr. Zhang Youcai,
Directors, could not attend the meeting for reason of official duties. Mr. Mou
Shuling appointed Mr. Cao Xianghong, Director, Mr. Fan Yifei appointed Mr.
Wang Jiming, Vice Chairman and Mr. Gao Jian, Mr. Ho Tsu Kwok, Charles and Mr.
Zhang Youcai respectively appointed Mr. Chen Tonghai, Director 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 consideration by the Board, the following resolutions were separately
passed at the Meeting:
1. to approve the 2004 Work Report of the Board.
2. to approve the Report on Operation and Investment in 2004 and Operation
and Investment Arrangements for 2005.
3. to approve the resolution on making eight provisions for impairments.
For the year ended 31 December 2004, the total amount of the eight
provisions for impairment of assets under the PRC Accounting Rules and
Regulations was RMB14.242 billion, of which the amount for the allowance
for doubtful accounts was RMB7.167 billion; the provision for diminution
in value of inventories was RMB906 million, the provision for impairment
losses on long-term equity investments was RMB353 million; and the
amount for the provision for impairment losses on fixed assets was
RMB5.816 billion.
4. to approve the resolution on the continuing connected transaction for
2004. The total actual amount of connected transactions occurred in 2004
was RMB131.589 billion, of which the amount for incoming trade was
RMB67.982 billion and the amount for outgoing trade was RMB63.607
billion, which were all within the caps set out under the waivers
granted, or otherwise approved, by the Hong Kong Stock Exchange.
5. to consider and approve the the Plan for Profit Appropriation for 2004
As determined in accordance with the PRC Accounting Rules and
Regulations and International Financial Reporting Standards ("IFRS"),
Sinopec Corp.'s audited net profit in 2004 was RMB32.275 billion and
RMB36.019 billion respectively. In accordance with the Articles of
Association of Sinopec Corp., the amount distributable to shareholders
is the lower of the net profit for the financial year as determined in
accordance with the PRC Accounting Rules and Regulations and IFRS.
Accordingly, based on the net profit of Sinopec Corp. for the this year
of RMB32.275 billion, after deducting 10% to be transferred to the
statutory surplus reserve (RMB3.228 billion) and 10% to be transferred
to the statutory public welfare fund (RMB3.228 billion) from the net
profit of Sinopec Corp. this year, adding the undistributed profit
brought forward from the preceding year and deducting the final dividend
for the year 2003 distributed in 2004 (RMB5.202 billion) and the interim
dividend for 2004 (RMB3.468 billion), Sinopec Corp.'s remaining
distributable profit of Sinopec Corp. for the year 2004 is RMB37.124
billion. According to the resolutions passed at the 15th Meeting of the
Second Session of the Board, based on the total number of 86,702,439,000
shares in issue at the end of 2004, the annual cash dividend per share
for the year 2004 to be distributed is RMB0.12 per share (including
tax), or RMB10.404 billion in total. After deducting the interim
dividend for 2004 of RMB0.04 per share (RMB3.468 billion in total) which
has been distributed, the proposed final cash dividend for the year 2004
after the balance sheet date is RMB0.08 per share (RMB6.936 billion in
total). Such proposed Plan for Profit Appropriation will be submitted
for approval at the annual general meeting for the year 2004 and will be
implemented subject to approval at the general meeting.
6. to approve the 2004 Financial Report of Sinopec Corp. audited by KPMG
Huazhen and KPMG in accordance with the PRC Accounting Rules and
Regulations and IFRS, respectively.
7. to approve the re-appointment of KPMG Huazhen and KPMG as Sinopec
Corp.'s domestic and international auditors respectively for the year
2005.
8. to approve the 2004 Annual Report, the summary of 2004 Annual Report and
Form 20-F of Sinopec Corp.
9. to approve the feasibility study report regarding Tianjin ethylene and
ancillary facilities project with a capacity of 1 million tonnes per
annum.
To improve the overall competitiveness and profitability of Sinopec
Corp. in accordance with its overall strategic development and current
market condition, the Board approved the feasibility study report of
Tianjin 1 million tonnes per annum ethylene and auxiliary facilities
project. This project includes an ethylene project with a capacity of 1
million tonnes per annum, a refining revamping project and an auxiliary
thermo power revamping project. The total investment of the project is
estimated to be RMB20.1 billion.
10. to approve the feasibility study report regarding Zhenhai ethylene
project with a capacity of 1 million tonnes per annum.
The Board approved the feasibility study report of Zhenhai 1 million
tonnes per annum ethylene project. This project includes an ethylene
project with a capacity of 1 million tonnes per annum and an auxiliary
thermo power revamping and expanding project. The total investment of
the project is estimated to be RMB21.5 billion.
11. to approve the convening of the annual general meeting for the year 2004
and approve the submission of the above resolutions numbered 1, 5, 6, 7
and 9 for approval at the annual general meeting for the year 2004.
Each of the above resolutions were passed at the meeting with 13 votes in
favour except for resolutions numbered 4 with 11 votes in favour (Mr. Chen
Tonghai and Mr. Liu Genyan, Directors, have abstained from voting due to the
resolution involving connected transactions). There were no other abstentions
and/or dissenting votes regarding the above resolutions.
By Order of the Board
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 25 March 2005
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
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Name: Chen Ge
Title: Secretary to the Board of Directors
Date: March 25, 2005