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

Apr 22, 2003

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

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2002

NOTICE IS HEREBY GIVEN that the Annual General Meeting (“Annual General Meeting”) of China Petroleum & Chemical Corporation (“Sinopec Corp.”) for the year 2002 will be held at Kempinski Hotel at No. 50 Liangmaqiao Road, Chaoyang District, Beijing, PRC on Tuesday, 10 June 2003 at 9:00 a.m. for the following purposes:

By way of ordinary resolutions:

1. To consider and approve the report of the Board of Directors of Sinopec Corp. for the year ended 31 December 2002.

2. To consider and approve the report of the Supervisory Committee of Sinopec Corp. for the year ended 31 December 2002.

3. To consider and approve the audited accounts and audited consolidated accounts of Sinopec Corp. for the year ended 31 December 2002.

4. To consider and approve Sinopec Corp.’s 2002 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 2003 and to authorise the Board of Directors to fix their remuneration.

6. To authorise the Board of Directors to decide matters relating to the payment of interim dividends for the year 2003.

7. To elect candidates for directors nominated by the board of directors of Sinopec Corp., Mr Liu Genyuan and Mr Liu Kegu, as additional directors of the Second Session of the board of directors of Sinopec Corp.

Candidates for Sinopec Corp.’s Second Session Directors:

Liu Genyuan, aged 57, Managing Vice-president of China Petrochemical Corporation. Mr. Liu graduated from Shanghai Science and Technology University in July 1968 specializing in radiation chemistry. He is a professor level senior economist and has over 30 years' extensive management experience in China's petroleum and petrochemical industry. In May 1995, he was appointed President of Shanghai Gaoqiao Petrochemical Company under China Petrochemical Corporation before the industry reorganization, and has been Managing Vice-president of China Petrochemical Corporation since July 2001.

Liu Kegu, aged 55, Vice-president of China Development Bank. Mr. Liu graduated from the Renmin University of China in February 1982 specializing in politics and economics. He then obtained a doctorate degree from Northeast Finance University in July 2000 specializing in finance. Mr. Liu was engaged in economic management over a long period of time, and has accumulated extensive experience in macro-economic management. From September 1986 to March 1990, he was Vice-president of Beijing Public Transportation Company. From March 1990 to October 1996, he served as Vice-chairman of Financial Structure and Tax System Reform Bureau, and then as Chairman of Taxation Administration Bureau, of State Ministry of Finance. From October 1996 to May 1999, he was the assistant to President of Liaoning Province; from May 1999 to September 2002, he served as Vice-president of Liaoning Province. Mr. Liu has been Vice-president of China Development Bank since September 2002.

The reports referred to in the resolutions numbered 1 to 3 above are contained in the Annual Report of Sinopec Corp. for the year 2002 (the “Annual Report”), which are available for consideration at the website of the Shanghai Stock Exchange (http://www.sse.com.cn).

The information in relation to the profit appropriation plan referred to in resolution numbered 4 above is contained on page 56 and page 68 of the Annual Report.

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

Notes:

1. Eligibility for attending the Annual General Meeting

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 China Securities Registration and Clearing Company Limited Shanghai Branch Company at the close of business on Monday, 12 May 2003 are eligible to attend the Annual General Meeting.

In order to be eligible to attend and vote at the annual general meeting of Sinopec Corp. to be held on Tuesday, 10 June 2003, all transfers accompanied by the relevant share certificates must be lodged with share registrars for H Shares of Sinopec Corp. in Hong Kong, Hong Kong Registrars Limited, Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:00 p.m. on 9 May 2003.

2. Proxy

(1) A member eligible to attend and vote at the Annual General Meeting 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.

(2) 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.

(3) 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 the registered address of Sinopec Corp. and, in the case of holders of H Shares, to Hong Kong Registrars Limited, not less than 24 hours before the time designated for holding of the Annual General Meeting.

(4) 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 Annual General Meeting

(1) 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 Annual General Meeting 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.

(2) Holders of H Shares and domestic shares intending to attend the Annual General Meeting should return the reply slip for attending the Annual General Meeting to Sinopec Corp. on or before Wednesday, 21 May 2003.

(3) 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 Sunday, 11 May 2003 to Tuesday, 10 June 2003 (both days inclusive).

5. Other Business

(1) The Annual General Meeting will not last for more than one day. Shareholders who attend shall bear their own travelling and accommodation expenses.

(2) The address of the Share Registrar for H Shares of Sinopec Corp., Hong Kong Registrars Limited is at:

Rooms 1901-5, 19th Floor
Hopewell Centre
183 Queen’s Road East
Hong Kong

(3) The address of the Share Registrar for A Shares of Sinopec Corp., China Securities Registration and Clearing Company Limited Shanghai Branch Company is at:

72 Pu Jian Road
Pudong District
Shanghai
PRC

(4) 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

6. Important Proposal

Resolution numbered 7: to elect Mr. Liu Genyuan and Mr. Liu Kegu as additional directors of the Second Session of the board of directors of Sinopec Corp. Shareholders should be reminded that the proposed new Articles of Association of Sinopec Corp. (the “New Articles of Association”) have been considered and passed at the first extraordinary general meeting of Sinopec Corp. in the year 2003, which was held on 22 April 2003. However, when this notice is published, the New Articles of Association have yet to be approved by the authorized government departments for them to come into effect. The board of directors is not able to ascertain whether the New Articles of Association will be approved by the authorized government departments on or before the date of the Annual General Meeting. According to Article 103 of the New Articles of Association and Article 57 of its appendix “Rules and Procedures for the Shareholders' General Meetings”, if the controlling shareholders of the Sinopec Corp. control 30% or more of the Sinopec Corp.'s shares, the cumulative voting system shall be adopted when voting on the election of directors at a shareholders' general meeting, that is, in electing two or more directors at a shareholders' general meeting, the number of votes attached to each share held by a participating shareholder shall be equal to the number of candidates, in which case the shareholder may cast his votes for one candidate or for several candidates. Accordingly, the resolution to elect directors will adopt one of the two methods, subject to the time when the New Articles of Association will come into effect:

(1) If, on the date when the Annual General Meeting is held, the New Articles of Association have not been approved by the authorized government departments and have not come into effect, then the election of the two candidates for directors will adopt the ordinary voting method according to the provisions of the Articles of Association of Sinopec Corp. which are now in effect.

(2) If, on the date when the Annual General Meeting is held, the New Articles of Association have already been approved by the authorized government departments and have come into effect, and Article 103 of the New Articles of Association and Article 57 of its appendix “Rules and Procedures for the Shareholders' General Meetings” have also come into effect accordingly, then the election of the two candidates for directors will adopt cumulative voting system according to Article 103 of the New Articles of Association and Article 57 of its appendix “Rules and Procedures for the Shareholders' General Meetings”.

The board of directors of Sinopec Corp. hereby requires the shareholders' attention: if you appoint a proxy to attend the Annual General Meeting on your behalf, please fill in the form of proxy regarding both voting methods (i.e. the “ordinary voting method” and the “cumulative voting system”) for resolution numbered 7, and deliver the form of proxy to the authorized proxy. According to the status of the New Articles of Association on the date when the Annual General Meeting is held, the board of directors of Sinopec Corp., or the chairman of the Annual General Meeting, will decide which of the voting results under the two voting methods will be adopted. If you fill in the voting instruction under only one of the voting methods, the proxy will vote at his discretion regarding the other voting method; if none of the voting instructions under the voting methods have been completed, but you have signed the form of proxy, the proxy will vote at his discretion.

(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 2002

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 2002 (the “AGM”) to be held at Kempinski Hotel, No. 50 Liangmagiao Road, Chaoyong District, Beijing, PRC at 9:00 a.m on Tuesday, 10 June 2003.

Signature(s):

Date:

Notes:

1. Please insert full name(s) (in Chinese or in English) and registered address(es) (as shown in the registers 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, 21 May 2003. Failure to sign and return this reply slip, however, will not preclude an eligible shareholder from attending the AGM.

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