CK Life Sciences Int'l., (Holdings) Inc. — Proxy Solicitation & Information Statement 2003

Aug 25, 2003

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING

FOR THE YEAR 2003

NOTICE IS HEREBY GIVEN that the second Extraordinary General Meeting (the “EGM”) of China Petroleum & Chemical Corporation (“Sinopec Corp.”) for the year 2003 will be held at the Conference Room on the 6th Floor of Sinopec Corp.’s Offices at 6A Huixindong Street, Chaoyang District, Beijing, the People’s Republic of China (“PRC”) on Wednesday, 15 October 2003 at 9:00 a.m. for the following purposes:

To consider and approve the following matters by way of Special Resolutions:

1. Sinopec Corp. be and is hereby approved and authorised, within 12 months from the date of passing of this resolution, to issue, according to the following proposal (the proposal for the issue of the 03 Sinopec Bonds shall be in accordance with the Offering Prospectuses finally approved by the National Development and Reform Commission (“NDRC”)), corporate bonds to citizens holding valid and legal proof of identity of the PRC and PRC legal persons, save for those who are prohibited by PRC laws or regulations from subscription (this resolution is conditional on the final approval of the NDRC and the State Council):

(i)	Title of the bonds:	2003 Sinopec Corporate Bonds (the “03 Sinopec Bonds”)
(ii)	Total issuing amount:	RMB3.5 billion
(iii)	Bond maturity:	15 years or 20 years (single category)
(iv)	Issue price:	According to the par value of the bonds
(v)	Coupon rate:	Fixed rate with interests being paid annually. The reasonable range of interest rates are preliminarily estimated to be between 4.14% to 4.34% per annum (15 years) and 4.29% to 4.49% per annum (20 years), subject to the final approval of the People’s Bank of China
(vi)	Form of bonds:	The 03 Sinopec Bonds will be booked under the real names of the investors and in the form of depository certificates universally printed by China Government Securities Depository Trust & Clearing Co., Ltd.
(vii)	Interest and principal repayment:	The interest will be paid annually. The principal will be repaid together with the last instalment of interest
(viii)	Target subscribers:	Citizens holding valid and legal proof of identity of the PRC and PRC legal persons (save for those who are prohibited by PRC laws or regulations from subscription)
(ix)	Scope of issuance:	Available to the public of the PRC
(x)	Reason for bond issuance:	The issuance of the 03 Sinopec Bonds in the PRC can broaden financing channels and reduce financing costs
(xi)	Use of proceeds:	To fund the construction of pipelines for imported crude oil in Ningbo-Shanghai-Nanjing and refined oil products in the southwestern region of the PRC, as well as projects for the improvement of the adjustment technology of the structure of synthetic resin products and the adjustment technology for raw materials of chemical fertilizers
(xii)	Guarantor:	China Petrochemical Corporation (being the controlling shareholder of Sinopec Corp.), which shall receive RMB3.5 million from Sinopec Corp. as the consideration for providing the guarantee for the whole term of the issue of the 03 Sinopec Bonds. The guarantee shall be obtained by Sinopec Corp. from China Petrochemical Corporation on normal commercial terms and in the ordinary and usual course of business of Sinopec Corp.
(xiii)	Listing of bonds:	Application(s) be made immediately after the offering of the 03 Sinopec Bonds is completed to the China Securities Regulatory Commission and the Shanghai Stock Exchange for the listing on the Shanghai Stock Exchange

1. The board of directors of Sinopec Corp. be and is hereby authorised to deal with all matters in connection with the issuance of the 03 Sinopec Bonds, including but not limited to:

(a) exercising all the powers of Sinopec Corp. to determine the timing and the terms of the issue of the 03 Sinopec Bonds;

(b) formulating the offering prospectuses for the 03 Sinopec Bonds;

(c) signing material contracts in connection with the use of proceeds from the issue of the 03 Sinopec Bonds; and

(d) dealing with all other matters in connection with the issue of the 03 Sinopec Bonds.

By Order of the Board
Chen GeSecretary to the Board of DirectorsBeijing, PRC, 22 August 2003

Notes:

1. ELIGIBILITY FOR ATTENDING THE EGM

Holders of Sinopec Corp.’s H shares whose names appear on the register of members of Sinopec Corp. maintained by Computershare Hong Kong Investor Services 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, 15 September 2003 are eligible to attend the EGM.

2. PROXY

(a) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. A proxy need not be a shareholder.

(b) A proxy should be appointed by a written instrument signed by the appointor or its attorney duly authorised in writing. If the form of proxy is signed by the attorney of the appointor, the power of attorney authorising that attorney to sign or other authorisation document(s) must be notarised.

(c) To be valid, the power of attorney or other authorisation document(s) which have been notarised together with the completed form of proxy must be delivered, in the case of holders of domestic shares, to Sinopec Corp. and, in the case of holders of H shares, to Computershare Hong Kong Investor Services Limited, not less than 24 hours before the time designated for holding of the EGM.

(d) A proxy may exercise the right to vote by a show of hands or by poll. However, if more than one proxy is appointed by a shareholder, such proxies shall only exercise the right to vote by poll.

3. REGISTRATION PROCEDURES FOR ATTENDING THE EGM

(a) A shareholder or his proxy shall produce proof of identity when attending the meeting. If a shareholder is a legal person, its legal representative or other persons authorised by the board of directors or other governing body of such shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such shareholder appointing such persons to attend the meeting.

(b) Shareholders intending to attend the EGM should return the reply slip for attending the EGM to Sinopec Corp. on or before Thursday, 25 September 2003.

(c) Shareholders may send the above reply slip to Sinopec Corp. in person, by post or by fax.

4. CLOSURE OF REGISTER OF MEMBERS

The register of members of Sinopec Corp. will be closed from Tuesday, 16 September 2003 to Wednesday, 15 October 2003 (both days inclusive).

5. OTHER BUSINESS

(a) The EGM will not last for more than one day. Shareholders who attend shall bear their own travelling and accommodation expenses.

(b) The address of the share registrar for H shares of Sinopec Corp., Computershare Hong Kong Investor Services Limited, is at:

Rooms 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East
Hong Kong

(c) The registered address of Sinopec Corp. is at:

A6 Huixindong Street
Chaoyang District
Beijing 100029
The People’s Republic of China
Telephone No.: (+86) 10 6499 0060
Facsimile No.: (+86) 10 6499 0022

Please also refer to the published version of this announcement in South China Morning Post.