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 December, 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
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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:
The announcement on the proposal to obtain a general mandate to issue shares
and proposed issue of convertible bonds by China Petroleum & Chemical
Corporation (the "Registrant"), made by the Registrant in English on December
6, 2006.
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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: December 7, 2006
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The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
This announcement is not an offer to sell or the solicitation of an offer to
buy securities and neither this announcement nor anything herein forms the
basis for any contract or commitment whatsoever. This announcement is not an
offer of securities for sale in the United States of America. The securities
have not been and will not be registered under and may not be offered or sold
in the United States of America or to US persons (as defined in Regulation S of
the Securities Act of 1933, of the United States of America as amended (the
"Securities Act") unless registered under the Securities Act or an exemption
from the registration requirements of the Securities Act is available. No
public offering of the securities is being made in the United States of
America.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 0386)
ANNOUNCEMENT ON THE PROPOSAL TO OBTAIN A GENERAL
MANDATE TO ISSUE SHARES AND PROPOSED ISSUE OF
CONVERTIBLE BONDS
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The Board announced that on 6 December, 2006, the Board resolved, among other
things, to seek shareholders' approval for obtaining an unconditional general
mandate to allot, issue and deal with additional Shares and for the proposed
issue of Convertible Bonds outside Mainland China at the EGM to be convened on
or about 22 January 2007.
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On 6 December, 2006, the Board resolved, among other things, to convene the EGM
for the shareholders to consider the following matters.
1. OBTAINING A GENERAL MANDATE TO ISSUE NEW SHARES
In order to ensure flexibility and to give discretion to the Directors in the
event that it becomes desirable to issue any Shares, the Board proposes to
obtain shareholders' approval for the General Mandate. As at the date of this
announcement, there are in issue 16,780,488,000 H Shares and 69,921,951,000
Domestic Shares. A maximum of 3,356,097,600 H Shares and 13,984,390,200
Domestic Shares representing 20% of each of the existing Domestic Shares and H
Shares can be allotted, issued or dealt with by the Directors pursuant to the
General Mandate. However, save for the purposes of issuing H Shares upon
conversion of the Convertible Bonds, Sinopec Corp. has no current plan to issue
any Shares under the General Mandate. According to relevant PRC laws and
regulations, even if the General Mandate is obtained, any issue of Domestic
Shares need shareholders' approval at shareholders' meeting.
2. PROPOSED ISSUE OF CONVERTIBLE BONDS OUTSIDE MAINLAND CHINA
Information about the proposed Convertible Bonds
Sinopec Corp. has obtained approval from NDRC on 27 November 2006 to issue up
to US$1.5 billion (or approximately HK$11.7 billion) in principal amount of
Convertible Bonds outside Mainland China which will be convertible into new H
Shares. The Convertible Bonds are proposed to be in the form of US dollar or HK
dollar denominated convertible bonds. Application will be made to list the
Convertible Bonds on an internationally recognised stock exchange. The
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issue size, interest rate, conversion price, exchange rate structure and timing
of the issue of the Convertible Bonds will be determined by the Board after
careful consideration and taking into account the prevailing market conditions
and all other relevant factors at the time of the offering. Other terms and
conditions of the Convertible Bonds will also be determined by the Board prior
to the proposed issue of the Convertible Bonds. The Convertible Bonds are
expected to be offered only to professional and institutional investors, and
existing Shareholders of Sinopec Corp. will not be entitled to subscribe for
the Convertible Bonds solely by virtue of their shareholdings in Sinopec Corp.
There will not be a public offering of the Convertible Bonds. As at the date of
this announcement, Sinopec Corp. does not have any concrete plan for the issue
and listing of the Convertible Bonds. Further announcements will be made upon
the determination of the terms and conditions of the Convertible Bonds.
The proposed issue of the Convertible Bonds will be conditional on, among other
things, the following:
(a) the obtaining of the approvals of all Shareholders by way of special
resolutions in relation to the obtaining of the General Mandate and the
proposed issue of the Convertible Bonds at the EGM (at which no
Shareholder is required to abstain from voting at the EGM);
(b) the obtaining of the approvals or consents from the relevant PRC
regulatory authorities including the CSRC;
(c) the granting by the Hong Kong Stock Exchange of approval for the listing
of and permission to deal in the new H Shares to be issued upon
conversion (if any) of the Convertible Bonds; and
(d) the granting of approval for the listing of the Convertible Bonds by an
internationally recognised stock exchange on which the Convertible Bonds
are to be listed.
The authority granted to the Board by way of special resolutions passed at the
EGM with regard to the proposed issue of the Convertible Bonds will expire
twelve months after the date of EGM. Upon conversion of the Convertible Bonds,
a maximum of up to 3,356,097,600 new H Shares can be issued pursuant to the
General Mandate to be obtained at the EGM . Sinopec Corp. will not issue any
Shares under the Convertible Bonds if this will result in the lack of public
float as required under the Listing Rules. The proposed issue of the
Convertible Bonds is independent of the proposed Domestic Corporate Bond Issue.
Proposed Use of Proceeds
The net proceeds of the proposed issue of the Convertible Bonds are expected to
be used for the repayment of existing foreign currency loans of Sinopec Corp.
incurred in connection with the privatisation of Sinopec Corp.'s subsidiaries:
Beijing Yanhua Petrochemical Company Limited and Sinopec Zhenhai Refining &
Chemical Company Limited which were previously listed on the Hong Kong Stock
Exchange. The terms of the loans are on normal commercial terms.
Should the actual use of proceeds have to meet any disclosure and/or
shareholders' approval requirement under the Listing Rules, Sinopec Corp. shall
comply with the relevant provisions of the Listing Rules to make the necessary
disclosure and to seek the appropriate approvals as required.
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Reasons for the issue of the Convertible Bonds
The Board has carefully considered different options for the financing needs of
Sinopec Corp. as set out above and believes the proposed issue of the
Convertible Bonds to be the most appropriate arrangement for Sinopec Corp. as
the issue of the Convertible Bonds would allow Sinopec Corp. to further improve
its asset liabilities structure and reduce its existing costs of financing.
Impact on Shareholders
Upon conversion of the Convertible Bonds to be issued, there would be an
increase in the number of H Shares held by the public. The exact size of the
increase will depend upon the final terms of the Convertible Bonds, including,
among other terms, the size of the issue and the conversion price at which the
Convertible Bonds will be converted into H Shares. It is currently contemplated
that the initial conversion price will be determined with reference to a
premium over the closing price of the previous trading day of the H Shares or
the average closing price of H Shares for a certain period of trading days
immediately prior to the pricing date. The final terms of the Convertible Bonds
are expected to be determined only after the completion of the "book-building"
process. Shareholders' equity interest in Sinopec Corp. will be diluted as a
result of the exercise of the conversion rights attached to the Convertible
Bonds. Further announcements will be made once the terms and conditions of the
Convertible Bonds are determined.
Amendments to the articles of association
At the EGM, special resolutions will be proposed to authorise the Secretary to
the Board to make necessary amendments to the Articles of Association to
reflect the increase of the registered capital of Sinopec Corp. to comprise the
Shares in issue and the new H Shares to be issued upon conversion of the
Convertible Bonds.
New H Shares
Any new H Shares to be issued upon conversion of the Convertible Bonds will
rank pari passu with, and within the same class as, the H Shares in issue on
the relevant conversion date in all respects, save in respect of entitlements
to dividends and other distributions which will depend on the conversion
date(s) for the Convertible Bonds and the date for the payment of dividends or
other distribution with respect to the Shares.
EGM
Sinopec Corp. is preparing to convene an EGM on or about 22 January 2007. A
circular containing further details of the proposed resolutions, together with
the relevant notice of meeting, will be sent to the Shareholders in due course.
The Shareholders and potential investors should be aware that the proposed
issue of the Convertible Bonds is subject to the conditions set out above being
fulfilled or waived, as applicable, and consequently the proposed issue of the
Convertible Bonds may or may not proceed. Accordingly, they are advised to
exercise caution when dealing in the Shares.
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In this Announcement, unless otherwise indicated in the context, the following
expressions have the meaning set out below:
"Articles of Association" the articles of association of Sinopec Corp.
"Board" the board of directors of Sinopec Corp.
"Convertible Bonds" up to US$1.5 billion (or approximately HK$11.7 billion ) in the
principal amount of convertible bonds proposed to be issued by
Sinopec Corp. outside Mainland China which are convertible into
new H Shares
"CSRC" China Securities Regulatory Commission of the PRC
"Directors" the directors of Sinopec Corp.
"Domestic Corporate Bond Issue" the proposed issue by Sinopec Corp. of not more than RMB10
billion in principal amount of corporate bonds within Mainland
China as announced by Sinopec Corp. on the date of this
announcement
"Domestic Shares" Renminbi denominated ordinary Domestic Shares with nominal value
of RMB 1.00 each in the share capital of Sinopec Corp. and which
are listed on the Shanghai Stock Exchange
"EGM" the extraordinary general meeting of Sinopec Corp. to be held on
or about 22 January 2007
"General Mandate" an unconditional general mandate to the Directors that during the
twelve months from the EGM or the date of the next AGM (whichever
is earlier), to separately or concurrently, allot, issue, and
deal with additional domestic shares and overseas listed foreign
shares of Sinopec Corp. and to make or grant offers, agreements
or options in respect thereof, with an aggregate nominal value of
not exceeding 20% of each of the existing domestic shares and
overseas listed foreign shares of Sinopec Corp. in issue as at
the date of this announcement.
"H Shares" overseas listed foreign invested shares in the Sinopec Corp.'s
share capital, with a nominal value of RMB 1.00 each, which are
listed on the Hong Kong Stock Exchange
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China
"Hong Hong Stock Exchange" the Stock Exchange of Hong Kong Limited
"Listing Rules" Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (as amended from time to time)
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"Mainland China" for the purpose of this announcement, the PRC excluding
the Hong Kong Special Administrative Region of the People's
Republic of China, the Macau Special Administrative Region of the
People's Republic of China and Taiwan
"NDRC" the National Development and Reform Commission of the PRC
"PRC" the People's Republic of China
"Share(s)" the H Shares and Domestic Shares of Sinopec Corp.
"Shareholders" holders of the Shares
"Sinopec Corp." China Petroleum & Chemical Corporation
For and on behalf of the Board of Directors
China Petroleum & Chemical Corporation
Chen Ge
Secretary to the Board of Directors
Beijing, PRC, 6 December 2006
As at the date of this Announcement, the directors of Sinopec Corp are Messrs.
Chen Tonghai*,Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#, Wang Zhigang#, Dai
Houliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+ and Li
Deshui+.
# Executive Directors
* Non-executive Directors
+ Independent Non-executive Directors