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 April, 2004
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:
An announcement on proposed amendments to the articles of association
made on April 2, 2004, in English of China Petroleum & Chemical Corporation (the
"Registrant").
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: April 2, 2004
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION
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If you are in doubt as to any aspect of this circular or as to the action to be
taken, you should consult your stockbroker or other registered dealer in
securities, bank manager, solicitor, professional accountant or other
professional advisers.
If you have sold or transferred all your shares in China Petroleum & Chemical
Corporation, you should at once hand this circular together with the
accompanying form of proxy to the purchaser or to the bank, licensed securities
dealers or other agent through whom the sale or transfer was effected for
delivery to the purchaser or transferee.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, 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 circular.
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[GRAPHIC OMITTED]
CHINA PETROLEUM & CHEMICAL CORPORATION
(a joint stock limited company incorporated in the People's Republic of China)
(Stock Code: 386)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
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A notice convening an annual general meeting of Sinopec Corp. ("AGM") to be held
at Beijing Continental Grand Hotel International Convention Center, No. 8
Beichendong Road, Chaoyang District, Beijing, China at 9.00 a.m. on Tuesday, 18
May 2004 is set out on pages 82 to 86 of the 2003 annual report of Sinopec Corp.
dispatched together with this circular. Whether or not you are able to attend
the AGM, please complete and return the enclosed form of proxy in accordance
with the instructions printed thereon as soon as practicable and in any event
not less than 24 hours before the time appointed for holding the AGM.
Completion and return of the form of proxy will not preclude you from attending
and voting in person at the AGM or at any adjourned meeting should you so wish.
2 April 2004
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CONTENTS
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Page
Definitions ................................................................1
Letter from the Chairman
1. Introduction .................................................. 2
2. Proposed Amendments to the Articles of Association ............ 3
3. Recommendation ................................................ 9
4. AGM ...........................................................10
5. General .......................................................10
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DEFINITIONS
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In this circular, unless otherwise indicated in the context, the following
expressions have the meaning set out below:
"AGM" the 2003 annual general meeting of Sinopec
Corp. to be held at Beijing Continental
Grand Hotel International Convention
Center, No. 8 Beichendong Road, Chaoyang
District, Beijing, China at 9.00 a.m. on
Tuesday, 18 May 2004 for the shareholders
of Sinopec Corp. to consider and approve
the resolutions set out in the notice of
the annual general meeting
"Articles of Association" the Articles of Association
of Sinopec Corp.
"Board" the board of directors of Sinopec Corp.
"CSRC" China Securities Regulatory Commission of
the PRC
"Directors" the directors of Sinopec Corp.
"Hong Kong" the Hong Kong Special Administrative
Region of the People's Republic of China
"PRC" the People's Republic of China
"Rules and Procedures for the Sinopec Corp.'s Rules and Procedures for the
Board of Directors' Meetings" Board of Directors' Meetings
"Rules and Procedures for the Sinopec Corp.'s Rules and Procedures for the
Shareholders' General Shareholders' General Meetings
Meetings"
"Sinopec Corp." China Petroleum & Chemical Corporation, a
joint stock limited company incorporated
in the PRC with limited liability
"SASMC" State Assets Supervisory Management
Commission of the PRC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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LETTER FROM THE CHAIRMAN
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[GRAPHIC OMITTED]
CHINA PETROLEUM & CHEMICAL CORPORATION
(a joint stock limited company incorporated in the People's Republic of China)
Directors: Registered Office:
Chen Tonghai A6, Huixindong Street
Wang Jiming Chaoyang District
Mou Shuling Beijing, 100029
Zhang Jiaren People's Republic of China
Cao Xianghong
Liu Genyuan Place of Business in Hong Kong:
Liu Kegu 12th Floor,
Fan Yifei Office Tower Convention Plaza
1 Harbour Road
Independent Directors: Wan Chai
Chen Qingtai Hong Kong
Ho Tsu Kwok Charles
Shi Wanpeng
Zhang Youcai
Employee Representative Director:
Cao Yaofeng
2 April 2004
To the Shareholders
Dear Sir or Madam,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
1. INTRODUCTION
On 29 March 2004, Sinopec Corp. announced that it proposed to amend the
Articles of Association of Sinopec Corp. (including the Rules and Procedures
for the Shareholders' General Meetings and the Rules and Procedures for the
Board of Directors' Meetings) in accordance with the "Notice on Certain Issues
relating to Regulating Fund Transfers between a Listed Company and Connected
Parties and External Guarantees of Listed Companies" (Zheng Jian Fa [2003]
No.56) jointly issued by the CSRC and the SASMC on 28 August 2003, and the
revised Listing Rules of the Stock Exchange which will come into effect on 31
March 2004.
In addition, both the current Articles of Association and the Rules and
Procedures for the Board of Directorsi| Meetings stipulated that Sinopec Corp.
should formulate "Detailed Rules on the Work of the Secretary to the Board of
Directors". As Sinopec Corp. already formulated the "Rules on Corporate
Information Disclosure" and "Rules on Corporate Investor Relations" in
December 2003 in accordance with the requirements of the relevant PRC
regulatory authorities, there will be an unnecessary duplication of the
contents if the "Detailed Rules on the Work of the Secretary to the Board of
Directors" are formulated again separately. Accordingly, Sinopec Corp. also
announced that it proposed to remove references to the formulation of the
"Detailed Rules on the Work of the Secretary to the Board of Directors" in the
Articles of Association and Rules and Procedures for the Board of Directors'
Meetings.
The purpose of this circular is to provide you with the information and
the recommendation of the Directors in respect of the proposed amendments to
the Articles of Association (including the Rules and Procedures for the
Shareholders' General Meetings and the Rules and Procedures for the Board of
Directors' Meetings).
2. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
2.1 Addition of clauses in relation to external guarantees in the Articles of
Association and its schedules in accordance with the "Notice on Certain
Issues relating to Regulating Fund Transfers between a Listed Company and
Connected Parties and External Guarantees of Listed Companies"
The China Securities Regulatory Commission and the State Assets
Supervisory Management Commission jointly issued the "Notice on Certain
Issues relating to Regulating Fund Transfers between a Listed Company and
Connected Parties and External Guarantees of Listed Companies" (Zheng Jian
Fa [2003] No.56) on 28 August 2003 which requires that: "the Articles of
Association of a listed company shall make stipulations for the
examination and approval procedures of external guarantees and
creditworthiness standards of the guaranteed objects. External guarantees
shall obtain the consent upon signing of more than two-thirds of all the
members of the board of directors or approval at the shareholders'
meeting; shall not directly or indirectly provide debt guarantees for
guaranteed objects with an asset-liability ratio of more than 70%."
2.1.1 The new rules requires that, when members of the board of directors
vote on the external guarantee matters, the same shall obtain
consent of more than two-thirds of the directors. In order to
reflect the new requirements:
2.1.1.1 Article 107 of the Articles of Association will be amended
as follows:
(1) Sub-paragraph (8) of Section 1 "to determine the risks
investment and security (including pledging of assets)
of the Company according to the authority given in the
shareholders' general meeting;"
shall be amended as follows: "to determine the risks
investments of the Company according to the authority
given in the shareholder's general meeting";
A sub-paragraph shall be inserted as sub-paragraph (9):
"to determine external guarantees (including pledging of
assets) of the Company according to the authority given
in the shareholder's general meeting";
The original sub-paragraphs (9) to (19) shall become
sub-paragraphs (10) to (20) accordingly.
(2) Section 2: "Other than the board of directors'
resolutions in respect of the matters specified in
sub-paragraphs (6), (7) and (13) of this Article which
shall be passed by the affirmative vote of more than
two-thirds of all the directors, the board of directors'
resolutions in respect of all other matters may be
passed by the affirmative vote of a simple majority of
the directors."
shall be amended as follows: "Other than the board of
directors' resolutions in respect of the matters
specified in sub-paragraphs (6), (7), (9) and (14) of
this Article which shall be passed by the affirmative
vote of more than two-thirds of all the directors, the
board of directors' resolutions in respect of all other
matters may be passed by the affirmative vote of a
simple majority of the directors."
2.1.1.2 Article 2 of the Rules and Procedures for the Board of
Directors' Meetings will be amended as follows:
(1) Sub-paragraphs (8) of Section 1 of Article 2 "to
determine the risks investment and security (including
pledging of assets) of the Company according to the
authority given in the shareholders' general meeting";
shall be amended as follows: "to determine the risks
investment of the Company according to the authority
given in the shareholder's general meeting";
The following shall be inserted as sub-paragraph (9):
"to determine matters relating to external guarantees
(including pledging of assets) of the Company according
to the authority given in the shareholder's general
meeting";
The original sub-paragraphs (9) to (19) shall become
sub-paragraphs (10) to (20) accordingly.
(2) A sub-paragraph (3) shall be inserted after
sub-paragraph (2) of section 4 of Article 33: "to
determine to provide external guarantees".
(3) The original sub-paragraph (3) of section 4 of Article
33 "to formulate proposals for any amendment to the
Company's Articles of Association" shall become
sub-paragraph (4) of section 4 of Article 33
accordingly, and the same shall be amended as follows:
"to formulate proposals for any amendment to the
Articles of Association and its schedules".
2.1.2 The total amount of external guarantees of the Company shall
not exceed 50% of the net assets stated on the consolidated
accounting statements of the latest accounting year, and the
Company shall not directly or indirectly provide debt
guarantees for guaranteed objects with an asset / liability
ratio of more than 70%. In order to reflect the new rules,
Article 13(3) of the Rules and Procedures for the
Shareholders' General Meetings will be amended as follows:
Paragraph 1: "The Company shall not provide guarantees for its
shareholders, controlling subsidiaries of its shareholders,
subsidiary enterprises of shareholders or personal liability.
If the Company provides guarantees to others, the guaranteed
person shall provide counter-guarantee to the Company or take
other necessary risk preventive measures."
shall be amended as follows: "The Company shall not provide
guarantees for its shareholders, controlling subsidiaries of
its shareholders, subsidiary enterprises of shareholders or
personal liability and shall not directly or indirectly
provide liability guarantee for debtors with an asset to
liability ratio exceeding 70%. If the Company provides
guarantees to others, the guaranteed person shall provide
counter-guarantee to the Company or take other necessary risk
preventive measures. The total amount of external guarantees
of the Company shall not exceed 50% of the net assets stated
in the consolidating accounting statements of the latest
accounting year of the Company."
2.2 Addition of clauses in relation to shareholders' meetings and board
meetings in the Articles of Association and its schedules in
accordance with Appendix 3 and other provisions of the Listing Rules
of the Hong Kong Stock Exchange
The Stock Exchange has revised its Listing Rules based on the
results of the "Consultation Conclusions on Proposed Amendments to
the Listing Rules Relating to Corporate Governance Issues". The new
changes require listed companies to amend certain provisions of its
Articles of Association. The revised Listing Rules will come into
effect on 31 March 2004.
2.2.1 Where any shareholder is subject to voting restrictions under
the Listing Rules, any votes cast by or on behalf of such
shareholder in contravention of such restriction shall not be
counted. To reflect this new requirement, the Articles of
Association will be amended as follows:
2.2.1.1 the Articles of Association will be amended as
follows:
A section shall be inserted in Article 74 as
section 2: "If any shareholder are required to
abstain from voting or may only vote for or
against a matter according to the Rules Governing
the Listing of Securities of the Hong Kong Stock
Exchange Limited, any vote by such shareholder or
his proxy in violation of the relevant rules or
restrictions referred to above shall not be
counted in the voting results."
2.2.1.2 the Rules and Procedures for the Shareholders'
General Meetings will be amended as follows:
A section shall be inserted in Article 62 as
section 2: "If any shareholder are required to
abstain from voting or may only vote for or
against a matter according to the Rules Governing
the Listing of Securities of the Hong Kong Stock
Exchange Limited, any vote by such shareholder or
his proxy in violation of the relevant rules or
restrictions referred to above shall not be
counted in the voting results."
2.2.2 The written notice for nomination of directors (including
independent and non-independent directors) should be submitted
to the Company at least 7 days before shareholders' general
meeting, and the period to which the Company will allow
shareholders to submit the notification and other documents
(which period will commence on the next day after the notice
of general meeting is dispatched) should be at least 7 days.
To reflect this new requirement, the Articles of Association
will be amended as follows:
(1) Sub-paragraph (4) of Article 100: "if the shareholders
who individually or jointly hold 5% or more of the
Company's voting shares or the supervisory committee
puts forward a provisional motion in an AGM of the
Company for election of independent directors, a
written notice stating their intention to nominate a
candidate for directors and the nominee's consent to
be nominated together with the written proofs and
undertaking of the nominee referred to in
sub-paragraphs (1) and (2) above shall be delivered to
the Company seven (7) days before the AGM".
shall be amended as follows: "if the shareholders who
individually or jointly hold 5% or more of the Company's
voting shares or the supervisory committee puts forward
a provisional motion in a general meeting of the Company
according to law for election of independent directors,
a written notice stating their intention to nominate a
candidate for directors and the nominee's consent to be
nominated together with the written proofs and
undertaking of the nominee referred to in sub-paragraphs
(1) and (2) above shall be delivered to the Company not
less than seven (7) days before the general meeting, and
the period granted by the Company for lodging the above
notice and documents by the relevant nominator (such
period shall commence from the date after the issue of
the notice of the general meeting) shall not be less
than seven (7) days".
(2) Sub-paragraph (3) of Article 101: "if the shareholders
who individually or jointly hold 5% or more of the
Company's voting shares or the supervisory committee
puts forward a provisional motion in an AGM of the
Company for election of non-independent directors, a
written notice stating their intention to nominate a
candidate for directors and the nominee's consent to
be nominated together with the written proofs and
undertaking of the nominee referred to in
sub-paragraph (1) above shall be delivered to the
Company seven (7) days before the AGM"
shall be amended as follows: "if the shareholders who
individually or jointly hold 5% or more of the Company's
voting shares or the supervisory committee puts forward
a provisional motion in a general meeting of the Company
according to law for election of non-independent
directors, a written notice stating their intention to
nominate a candidate for directors and the nominee's
consent to be nominated together with the written proofs
and undertaking of the nominee referred to in
sub-paragraph (1) above shall be delivered to the
Company not less than seven (7) days before the general
meeting, and the period granted by the Company for
lodging the above notice and documents by the relevant
nominator (such period shall commence from the date
after the issue of the notice of the general meeting)
shall not be less than seven (7) days".
2.2.3 If a director or his associate (as defined in the Listing
Rules) have a material interest in any contract, transaction,
arrangement or other matters that requires the approval of the
board of directors, the relevant director shall not vote for
the relevant matter at the meeting of the board of directors
and shall not be counted as part of the quorum. To reflect
this new requirement, the Articles of Association will be
amended as follows:
2.2.3.1 the Articles of Association will be amended as
follows:
Section (2) of Article 157 "Directors shall not
vote on the contract, transaction and arrangement
where they own the major rights and interests, and
shall not be listed in the quorum of the meeting"
shall be amended as follows: "If a director or his
associate (as defined in the Rules Governing the
Listing of Securities of the Hong Kong Stock
Exchange Limited) have a material interest in any
contract, transaction, arrangement or other
matters that requires the approval of the board of
directors, the relevant director shall not vote
for the relevant matter at the meeting of the
board of directors, and shall not be listed in
the quorum of the meeting."
2.2.3.2 the Rules and Procedures for the Board of
Directors' Meetings will be amended as follows:
Section 7 of Article 33: "In voting on the
Company's connected transactions by the board of
directors, the connected directors who have
interests in the transactions shall abstain from
voting. Where resolutions cannot be reached due to
the abstention from voting of the connected
directors, the relevant motions shall be submitted
directly to the shareholders' general meeting for
examination."
shall be amended as follows: "If a director or his
associate (as defined in the Rules Governing the
Listing of Securities of the Hong Kong Stock
Exchange Limited) have a material interest in any
contract, transaction, arrangement or other
matters that requires the approval of the board of
directors, the relevant director shall not vote
for the relevant matter at the meeting of the
board of directors, and shall not be listed in the
quorum of the meeting. Where resolutions cannot be
reached due to the abstention from voting of the
connected directors, the relevant motions shall be
submitted directly to the shareholders' general
meeting for examination."
2.2.4 Any vote of shareholders taken at a general meeting to approve
connected transactions, transactions that are subject to
independent shareholders' approval, and any other transaction
in which a shareholder has a material interest and is
therefore required to abstain from voting, must be taken on a
poll. To reflect this new requirement, the Articles of
Association will be amended as follows:
Paragraph 1 of Section 1 of Article 76: "At any shareholders'
general meeting, a resolution shall be decided on a show of
hands unless a poll is demanded:"
shall be amended as follows: "At any shareholders' general
meeting, a resolution shall be decided on a show of hands
unless a poll is demanded or otherwise required by the listing
rules of the stock exchanges on which the Company's shares are
listed".
2.3 Removing references to the formulation of the "Detailed Rules on
the Work of the Secretary to the Board of Directors" in the
Articles of Association and its schedules
In addition, both article 119 of the current Articles of Association
and article 20 of the Rules and Procedures for the Board of
Directors' Meetings stipulated that Sinopec Corp. should formulate
"Detailed Rules on the Work of the Secretary to the Board of
Directors". As Sinopec Corp. already formulated the "Rules on
Corporate Information Disclosure" and "Rules on Corporate Investor
Relations" in December 2003 in accordance with the requirements of
the relevant PRC regulatory authorities and that the Articles of
Association and the Rules and Procedures for the Board of Directors'
Meetings already contain relatively detailed description of the
duties and work procedures of the Secretary to the Board of
Directors, there will be an unnecessary duplication of contents if
the "Detailed Rules on the Work of the Secretary to the Board of
Directors" are formulated again separately. Accordingly, Sinopec
Corp. proposes to remove references to the formulation of the
"Detailed Rules on the Work of the Secretary to the Board of
Directors" in the Articles of Association and Rules and Procedures
for the Board of Directors' Meetings.
2.3.1 the Articles of Association will be amended as follows:
Section 1 of Article 119: "The Company shall have one (1)
secretary of the board of directors. The secretary shall be a
senior officer of the Company accountable to the Company. The
Company shall draw up "Work Regulations for the Secretary of
the Board" to promote the management of the Company and make
provisions for disclosure of information."
shall be amended as follows: "The Company shall have one (1)
secretary of the board of directors. The secretary shall be a
senior officer of the Company accountable to the Company. The
Company shall formulate regulations in relation to the work of
the Secretary of the Board to promote the management of the
Company and make provisions for disclosure of information and
investor relationship."
2.3.2 the Rules and Procedures for the Board of Directors' Meetings
will be amended as follows:
Article 20: "The Company shall formulate the "Work Regulations
for the Secretary of the Board", which shall set out detailed
provisions in respect of the duties and responsibilities,
roles, and the daily working body of the secretary of the
board of directors. Those Regulations shall come into effect
upon the submission to, and the approval of, the board of
directors."
shall be amended as follows: "The Company shall formulate
regulations in relation to the work of the secretary of the
board, and perform the work for disclosure of information and
investor relationship. The relevant system shall be effective
after reporting to the board of directors for approval."
3. RECOMMENDATION
The Directors consider that the proposed amendments to the Articles of
Association (including the Rules and Procedures for the Shareholders' General
Meetings and the Rules and Procedures for the Board of Directors' Meetings) are
fair and reasonable so far as the Shareholders are concerned and accordingly
recommend the Shareholders to consider the above proposed amendments and to vote
in favour of the resolutions which will be proposed at the 2003 AGM.
4. AGM
You will find on pages 82 to 86 of the 2003 annual report of Sinopec Corp.
dispatched together this circular a notice of the 2003 AGM to be held at Beijing
Continental Grand Hotel International Convention Center, No.8 Beichendong Road,
Chaoyang District, Beijing, China at 9.00 a.m. on Tuesday, 18 May 2004.
A form of proxy for use in connection with the AGM is enclosed in the 2003
annual report of Sinopec Corp. dispatched together this circular. Whether or not
you are able to attend the meeting, please complete and return the enclosed form
of proxy in accordance with the instructions printed thereon as soon as
practicable and in any event not less than 24 hours before the time appointed
for holding of the meeting. Completion and return of the form of proxy will not
preclude you from attending and voting in person at the meeting or at any
adjourned meeting should you so wish.
5. GENERAL
According to the Articles of Association of Sinopec Corp., the register
of members of Sinopec Corp. will be closed from 19 April 2004 to 18 May 2004
(both dates inclusive). Shareholders should note that during such period no H
share transfer will be registered.
Holders of Sinopec Corp.'s H shares whose names appear on the register of
members maintained by Hong Kong Registrars Limited and holders of domestic
shares whose names appear on the domestic shares register maintained by Sinopec
Corp. at the close of business on Monday, 19 April 2004 are eligible to attend
the AGM.
Holders of H shares and domestic shares intending to attend the AGM
should return the reply slip for attending the AGM to Sinopec Corp. on or
before Wednesday, 28 April 2004.
The relevant information relating to the amendments to the Articles of
Association are available for consideration by the holders of domestic shares
at the website of the Shanghai Stock Exchange (http://www.sse.com.cn).
Yours faithfully
China Petroleum & Chemical Corporation
Chen Tonghai
Chairman
[GRAPHIC OMITTED]
CHINA PETROLEUM & CHEMICAL CORPORATION
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
-----------------------------
Number of Shares related
to this proxy form (note 1)
-----------------------------
I (We) (note 2)________________________________________________________________
of ____________________________________________________________________________
being the holder(s) of (note 1)________________________________________________
H Share(s)/domestic Share(s)(note 3) of RMB1 each of China Petroleum & Chemical
Corporation ("Sinopec Corp.") now appoint (note 4) (I.D. No.: _________________
of ___________________)/the chairman of the meeting as my (our) proxy to attend
and vote for me (us) on the following resolutions in accordance with the
instruction(s) below and on my (our) behalf at the annual general meeting of
Sinopec Corp. for the year 2003 ("AGM") to be held at 9:00 a.m. on Tuesday, 18
May 2004 at Beijing Continental Grand Hotel International Convention Center,
No.8 Beichendong Road, Chaoyang District, Beijing, PRC for the purpose of
considering and, if thought fit, passing those resolutions as set out in the
notice convening the AGM. In the absence of any indication, the proxy may vote
for or against the resolutions at his own discretion. (note 5)
Ordinary Resolutions: For Against
(note 5) (note 5)
1. to consider and approve the report of the Board of Directors of Sinopec
Corp. for the year ended 31 December 2003
2. to consider and approve the report of the Supervisory Committee of
Sinopec Corp. for the year ended 31 December 2003
3. to consider and approve the audited accounts and audited consolidated
accounts of Sinopec Corp. for the year ended 31 December 2003
4. to consider and approve Sinopec Corp.'s 2003 profit appropriation plan
and the final dividend
5. to re-appoint Messrs. KPMG Huazhen and KPMG as the PRC and international
auditors, respectively, of Sinopec Corp. for the year 2004 and to
authorise the Board of Directors to fix their remuneration
Special Resolutions: For Against
(note 5) (note 5)
1. to authorise the board of directors to allot and issue new foreign
shares listed overseas
2. to amend the Articles of Association and its schedules
Date: _______________________________2004 Signature:_________________________________(note 6)
Notes:
1. Please insert the number of share(s) registered in your name(s) relating
to this form of proxy. If no number is inserted, this form of proxy will
be deemed to relate to all of the shares in the capital of Sinopec Corp.
registered in your name(s).
2. Please insert full name(s) and address(es) in BLOCK LETTERS.
3. Please delete as appropriate.
4. Please insert the name and address of your proxy. If this is left blank,
the chairman of the AGM will act as your proxy. One or more proxies, who
may not be member(s) of Sinopec Corp., may be appointed to attend and vote
in the meeting provided that such proxies must attend the meeting in
person on your behalf. Any alteration made to his proxy form must be
signed by the signatory.
5. Attention: If you wish to vote FOR any resolution, please indicate with a
"6" in the appropriate space under "For". If you wish to vote AGAINST any
resolution, please indicate with a "6" in the appropriate space under
"Against". In the absence of any such indication, the proxy will vote or
abstain at his discretion.
6. This form of proxy must be signed under hand by you or your attorney duly
authorized on your behalf. If the appointor is a corporation, this form
must be signed under its common seal or under hand by any directors or
agents duly appointed by such corporation.
7. This form of proxy together with the power of attorney or other
authorization document(s) which have been notarised must be delivered, in
the case of holders of domestic shares, to Sinopec Corp. at A6 Huixindong
Street, Chaoyang District, Beijing 100029, the People's Republic of China
or, in the case of holders of H Shares, to Hong Kong Registrars Limited at
Rooms 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong
Kong at least 24 hours before the time designated for the holding of the
AGM.
[GRAPHIC OMITTED]
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
Reply Slip for the Annual General Meeting for the Year 2003
I(We)(1) ______________________________________________________________________
of ____________________________________________________________________________
being the holder(s) of (2) ____________________________________________________
H Share(s)/domestic share(s) of RMB 1.00 each in the capital of China Petroleum
& Chemical Corporation ("Sinopec Corp.") hereby confirm that I(we) or my proxy
wish to attend the annual general meeting of Sinopec Corp. for the year 2003
(the "AGM") to be held at Beijing Continental Grand Hotel International
Convention Center, No.8 Beichendong Road, Chaoyang District, Beijing China at
9:00 a.m. on Tuesday, 18 May 2004.
Signature(s): ____________________________
Date: ____________________________________
Notes:
1. Please insert full name(s) (in Chinese or in English) and registered
address(es) (as shown in the register of members) in block letters.
2. Please insert the number of shares registered under your name(s).
3. The completed and signed reply slip should be delivered to Sinopec Corp.
by hand, by post or by fax at A6 Huixindong Street, Chaoyang District,
Beijing 100029, (Fax no.: (+86)10 6499 0022) such that the same shall be
received by Sinopec Corp. on or before Wednesday, 28 April 2004. Failure
to sign and return this reply slip, however, will not preclude an eligible
shareholder from attending the AGM.