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 August, 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 __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:
The share reform announcement of China Petroleum & Chemical Corporation (the
"Registrant"), made by the Registrant in English on August 25, 2006.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 386)
-------------------------------------------------------------------------------
Share Reform Announcement
(Overseas Regulatory Announcement)
--------------------------------------------------------------------------------
On behalf of the holders of the Non-circulating Shares, the Company announces
a share reform proposal offered by the holders of the Non-circulating Shares
to holders of A Shares in exchange for their consent to the conversion of the
Company's Non-circulating Shares to circulating A Shares. The holders of the
Non-circulating Shares proposes to offer 2.8 shares to each A Shareholder for
every 10 A Shares they held on the Record Date. The holders of the
Non-circulating Shares have no plan to propose similar arrangement to the
holders of H shares of the Company.
The announcement is made pursuant to Rule 13.09(2) of the Rules Governing
the Listing of Securities on the Stock Exchange of Hong Kong Limited.
--------------------------------------------------------------------------------
The Board of Directors (the "Board") of China Petroleum & Chemical Corporation
(the "Company") announces that, as requested and authorised by the holders of
the non-circulating shares of the Company (the "Non-circulating
Shareholders"), a notice was issued on the date of this announcement to the
holders of the Company's RMB-denominated ordinary shares issued within the
territory of the People's Republic of China (the "PRC") (the "Domestic
Shareholders") convening a Domestic Shareholders' meeting to be held on 25
September 2006 (the "Domestic Shareholders' Meeting") for the purpose of
seeking the approval of the Domestic Shareholders on the proposal for
converting all the Company's unlisted and Non-circulating Shares
("Non-circulating Shares") to listed and circulating A shares ("A Shares")
(the "Share Reform Proposal"). The holders of the Non-circulating Shares have
no plan to propose similar arrangement to the holders of H shares of the
Company.
The following is a summary of the Share Reform Proposal. Details of the Share
Reform Proposal and other relevant documents required under the rules of the
Shanghai Stock Exchange are posted on the website of the SEE at
www.sse.com.cn.
I. Important Notes
1. The Non-circulating Shares of the Company comprise of State-owned
shares and State-owned legal persons shares. The Share Reform Proposal
relating to such non-circulating shares is subject to the approval by
the relevant State-owned assets supervision and administration
authorities.
2. As the Share Reform Proposal aims at resolving the issues regarding the
balance of interest among the Company's shareholders in the A shares
market, the Share Reform Proposal will be determined by the Company's
shareholders in the A share market accordingly.
3. The Share Reform Proposal of the Company shall only become effective
upon the approval of shareholders who participate in the voting at the
relevant shareholders' general meeting holding at least two thirds of
the voting rights and the approval of the Non-circulating Shareholders
who participate in the voting at the relevant shareholders' general
meeting holding at least two thirds of the voting rights.
4. There will not be any changes in the company's assets, liabilities,
shareholders' interest, total issued shares, net profits, etc. as a
result of the implementation of the Share Reform Proposal.
5. As at the date of this announcement, 255.1 million shares of the 586.76
million Non-circulating Shares of Guo Tai Jun An Corp. ("Guotai Junan
Securities") have been pledged, 38.23 million shares are subject of
lock-up while the remaining 293.38 million shares have not been
pledged, or are not subject to and lock-up or otherwise affected which
may hinder its payment of consideration to A Shares' shareholders.
According to the Share Reform Proposal of the Company, this portion of
shares will be sufficient to pay the consideration. However, should all
the abovementioned shares held by Guotai Junan Securities are pledged
or subject to lock-up on the date of implementation and registration of
the Share Reform Proposal, there will be a risk that it will not be
able to pay the consideration.
6. All the costs and expenses arising from the Share Reform Proposal will
be borne by the Non-circulating Shareholders of the Company.
Any decisions made or opinions given by the China Securities Regulatory
Commission and any Stock Exchanges do not represent any recommendation or
assurance to the implementation of the Share Reform Proposal, the value of the
shares of the Company or the interests of and judgement made by the investors.
Any announcements to the contrary shall all be false representations.
II. Share Reform Proposal
1. As consideration for all Non-circulating Shareholders to acquire
trading rights of the shares, each Non-circulating Shareholder will
receive from the Company an aggregate of 2.8 shares for every ten (10)
A Shares held by such A shareholder whose name appears on the register
upon the close of business on the Record Date for the Share Reform
Proposal. Upon settlement of the consideration, the Non-circulating
Shares held by Non-circulating Shareholders of the Company will become
tradable and listed.
2. Non-circulating Shareholders shall strictly comply with the relevant
laws, rules and regulations and perform the relevant statutory
obligations.
III. Undertakings by Holders of Non-tradable Shares
1. Each Non-circulating Shareholder undertakes to bear the costs and
expenses arising from the implementation of the Share Reform Proposal.
2. Undertakings in relation to lock-up period by the Non-circulating
Shareholders: the Non-circulating Shares will not be listed for trading
within twelve months from the listing date of Non-circulating Shares
(the "Lock-up Period"). Upon expiry of the Lock-up Period, China
Petrochemical Corporation ("Sinopec Group Company") may dispose of the
original Non-circulating Shares through on-market trading on the
Shanghai Stock Exchange. Any such disposal shall be less than 5% of all
shares of the Company in issue within twelve months following the
Lock-up Period and less than 10 % of all shares of the Company in issue
within twenty-four months following the Lock-up Period.
3. Sinopec Group Company has entered into Equity Transfer Agreements with
China Cinda Asset Management Corporation ("Cinda"), China Orient Asset
Management Corporation ("Orient") and China Development Bank ("CDB")
respectively, and the equity transfer is in the process of approval.
Sinopec Group Company undertakes that should the equity transfer is not
completed prior to the implementation date of the Share Reform Scheme,
Sinopec Group Company will nonetheless pay the consideration shares
which are to be paid by Cinda, Orient and CDB, respectively, under the
Share Reform Proposal.
4. Sinopec Group Company undertakes that if there is any restriction to
the payment of the consideration shares by Guotai Junan Securities
prior to the implementation date of the Share Reform Scheme, Sinopec
Group Company will prepay the relevant consideration shares for Guotai
Junan Securities with a right of recourse.
IV. Changes of Shareholdings
If the scheme set out in the Share Reform Proposal is approved, the number
and proportion of the shares held by the original Non-circulating
Shareholders and tradable A shareholders of the Company will be changed.
However, the total share capital of the Company will not change.
V. Share Capital Structure after the Share Reform Proposal
According to the share capital structure as at 30 June 2006, the share
capital structure of the Company before and after the implementation of
the Share Reform Proposal will be as follows:
-------------------------------------------------------------------------------------------------------------------
Before implementation of the After implementation of the
Share Reform Proposal Share Reform Proposal
-------------------------------------------------------------------------------------------------------------------
Types of shares Number Percentage of Types of shares Number Percentage of
of shares shareholding of shares shareholding
(ten thousands) (%) (ten thousands) (%)
-------------------------------------------------------------------------------------------------------------------
1. Non-circulating Shares 1. Circulating A Shares with lock-up
-------------------------------------------------------------------------------------------------------------------
Domestic shares 6,653,519.1 76.74% Domestic shares 6,575,804.4 75.84%
-------------------------------------------------------------------------------------------------------------------
State-owned legal 58,676.0 0.68% State-owned legal 57,990.7 0.67%
person shares person shares
-------------------------------------------------------------------------------------------------------------------
Aggregate of 6,712,195.1 77.42% Aggregate of 6,633,795.1 76.51%
Non-circulating circulating shares
shares with lock-up.
-------------------------------------------------------------------------------------------------------------------
2. Listed and circulating shares 2. Circulating shares without lock-up
-------------------------------------------------------------------------------------------------------------------
A Shares 280,000.0 3.23% A Shares 358,400.0 4.13%
-------------------------------------------------------------------------------------------------------------------
H Shares 1,678,048.8 19.35% H Shares 1,678,048.8 19.35%
-------------------------------------------------------------------------------------------------------------------
Aggregate of 1,958,048.8 22.58% Aggregate of 2,036,448.8 23.49%
listed and circulating
circulating shares shares without
lock-up
-------------------------------------------------------------------------------------------------------------------
3. Total 8,670,243.9 100.00% 3. Total 8,670,243.9 100.00%
-------------------------------------------------------------------------------------------------------------------
VI. Timetable of This Relevant Shareholders' General Meeting
1. Share Registration Date of the Domestic Shareholders' Meeting ("Record
Date"): 14 September 2006
2. Date for holding the Domestic Shareholders' Meeting: 25 September 2006
3. Time for internet voting for the Domestic Shareholder' Meeting:
9:30-11:30, 13:00-15:00 of 21 September 2006 to 25 September 2006
VII. Suspension and Resumption Arrangements
1. The Board has applied for the A Shares of the Company to be suspended
as of 21 August 2006. The Share Reform Proposal will be published on 28
August 2006.
2. The Board will announce the status and outcome of the discussions and
agreement among the Non-circulation Shareholders and A Shares
shareholders on 6 September 2006. The Company will apply for the
resumption of trading of A Shares on 7 September 2006.
3. If the Board fails to announce an agreed Share Reform Proposal on 6
September 2006, unless a waiver is granted by Shanghai Stock Exchange,
the Company will publish an announcement cancelling the Domestic
Shareholders' Meeting and apply for the resumption of trading of the A
Shares on the following date of the announcement.
4. The Board will apply for the suspension A Shares the day following the
Shareholding Registration Date of the Domestic Shareholders' Meeting up
to the end of the required procedures for the Share Reform Proposals.
For and on behalf of the Board of Directors
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 25 August 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, Zhou Yuan, Fan Yifei and Yao
Zhongmin; the independent non-executive directors are Messrs. Shi Wanpeng, Liu
Zhongli and Li Deshui.
-----------------------------------------------------------------------------
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: August 28, 2006