SNP.L Regulatory News (SNP)

30 May 2007 07:00

China Petroleum & Chemical Corp30 May 2007 (a joint stock limited company incorporated in the People's Republic of China with limited liability) Announcement of resolutions passed at the 2006 Annual General Meeting The Annual General Meeting for the year 2006 (the "AGM") of China Petroleum &Chemical Corporation ("Sinopec Corp.") was held at the Crown Plaza BeijingWuzhou, No.8 Beichendong Road, Chaoyang District, Beijing, PRC at 9:00 a.m. on29 May 2007. The AGM was convened by the Board of Directors of Sinopec Corp. byway of physical meeting and chaired by Mr. Dai Houliang, director of SinopecCorp. 18 shareholders and authorised proxies holding an aggregate of72,900,432,640 shares carrying voting rights of Sinopec Corp., representing84.0811% of the total voting shares of Sinopec Corp. (of a total of86,702,439,000 shares with voting rights in issue) were present at the AGM. TheAGM was convened and held in compliance with the requirements of the relevantlaws, administrative regulations and regulatory rules as well as the Articles ofAssociation of Sinopec Corp. After consideration by the shareholders and their authorised proxies and votingby way of poll, the following resolutions were passed: Ordinary resolutions: 1. THAT the Report of the Board of Directors of Sinopec Corp. for the yearended 31 December 2006 was approved. Votes in favour of the resolution: 72,429,991,568 shares; votes againstthe resolution: 2,979,600 shares; representing 99.9959% and 0.0041% respectivelyof the total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 2. THAT the Report of the Supervisory Board of Sinopec Corp. for the yearended 31 December 2006 was approved. Votes in favour of the resolution: 72,429,737,568 shares; votes againstthe resolution: 3,124,300 shares; representing 99.9957% and 0.0043 #%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 3. THAT the audited accounts and audited consolidated accounts of SinopecCorp. for the year ended 31 December 2006 was approved. Votes in favour of the resolution: 72,429,721,468 shares; votes againstthe resolution: 3,026,400 shares; representing 99.9958% and 0.0042 #%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 4. THAT the plan for profit appropriation and the distribution of finaldividend of Sinopec Corp. for the year ended 31 December 2006 were approved. Votes in favour of the resolution: 72,898,879,440 shares; votes againstthe resolution: 1,419,200 shares; representing 99.9981% and 0.0019 #%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 5. THAT KPMG Huazhen and KPMG be re-apponited as the PRC and internationalauditors of Sinopec Corp. for the year 2007 respectively, and that the board ofdirectors of Sinopec Corp. be authorised to fix their remuneration. Votes in favour of the resolution: 72,779,660,540 shares; votes againstthe resolution: 120,772,100 shares; representing 99.8343% and 0.1657%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 6. THAT the "Sichuan-to-East China Gas Project" (the "Gas Project") wasapproved and the Board of Directors was authorised to take all necessary actionsin relation to the Gas Project, including but not limited to the formulation andexecution of all the necessary legal documents. Votes in favour of the resolution: 67,206,824,368 shares; votes againstthe resolution: 4,908,534,024 shares; representing 93.1935% and 6.8065%respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. Special resolutions: 7. THAT a general mandate to issue new shares was granted to the Board ofDirectors of Sinopec Corp.. Votes in favour of the resolution: 72,370,813,399 shares; votes againstthe resolution: 351,977,339 shares; representing 99.5160% and 0.4840 %respectively of the total number of shares carrying voting rights of SinopecCorp. held by shareholders (including their proxies) present at the AGM and theresolution was duly passed. 8. THAT the proposal regarding the issue of corporate bonds by Sinopec Corp.was approved. Votes in favour of the resolution: 72,052,206,486 shares; votes againstthe resolution: 4,140,000 shares; representing 99.9943% and 0.0057% respectivelyof the total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. 9. THAT a general and unconditional mandate to deal with all matters inconnection with the issue of corporate bonds was granted to the Board ofDirectors of Sinopec Corp.. Votes in favour of the resolution: 72,052,106,486 shares; votes againstthe resolution: 4,140,000 shares; representing 99.9943% and 0.0057% respectivelyof the total number of shares carrying voting rights of Sinopec Corp. held byshareholders (including their proxies) present at the AGM and the resolution wasduly passed. The total number of shares of Sinopec Corp. entitling the holders to attend andvote for or against all ordinary resolutions and special resolutions at the AGMwas 72,900,432,640. There were no shares which entitled the shareholders ofSinopec Corp. to attend and vote only against any resolution at the AGM.Resolutions numbered 6, 8 and 9 were submitted to the AGM for approval by ChinaPetrochemical Corporation (the controlling shareholder of Sinopec, holding75.84% of the total shares of Sinopec Corp.) as supplemental resolutions. Fordetails of the supplemental resolutions, please refer to the announcementspublished in China Securities Journal, Shanghai Securities News and SecuritiesTimes in mainland China and South China Morning Post and Hong Kong EconomicTimes in Hong Kong on 9 May 2007. In accordance with the requirements of the Rules Governing the Listing ofSecurities on the Stock Exchange of Hong Kong Limited, KPMG was appointed as thescrutineer in respect of voting at the AGM (Note). Ms. Li Liping, a PRC lawyerfrom Haiwen & Partners, attended the AGM and issued a legal opinion that theconvening of the AGM, the procedures for holding the AGM, the eligibility of thepersons attending the AGM and the procedures for voting at the AGM were incompliance with all relevant laws and regulations and the Articles ofAssociation of Sinopec Corp. and the voting results of the AGM were thereforeeffective. In accordance with the requirements of the Listing Rules of the Shanghai StockExchange, the trading of A Shares of Sinopec Corp. on the Shanghai StockExchange was suspended from 9:30 a.m. on 29 May 2007 and will resume from 9:30a.m. on 30 May 2007. By Order of the Board China Petroleum & Chemical Corporation Chen Ge Secretary to the Board of Directors Beijing, the PRC, 29 May 2007 Note: the taking of the poll results was scrutinized by KPMG, Certified PublicAccountants, whose work was limited to the conduct of certain proceduresrequired by Sinopec Corp. in accordance with the provisions of the RulesGoverning the Listing of Securities on The Stock Exchange of Hong Kong Limitedto confirm that the poll results summary prepared by Sinopec Corp. wereidentical with the results shown in the poll forms collected and provided bySinopec Corp. to KPMG,. The work performed by KPMG in this respect did notconstitute either an audit or a review made in accordance with Hong Kongauditing standards nor did it include provision of any assurance or advice onmatters of legal interpretation or entitlement to vote. As at the date of this Announcement, the directors of Sinopec Corp are Messrs.Chen Tonghai*, Zhou Yuan*, Wang Tianpu#, Zhang Jianhua#, Wang Zhigang#, DaiHouliang#, Fan Yifei*, Yao Zhongmin*, Shi Wanpeng+, Liu Zhongli+ and Li Deshui+. # Executive Directors * Non-executive Directors + Independent Non-executive Directors This information is provided by RNS The company news service from the London Stock Exchange