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

Jan 21, 2003

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.

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

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND THE ELECTION OF THE SECOND SESSION
DIRECTORS AND SUPERVISORS

Sinopec Corp. proposes to amend its Articles of Association (including the adoption of the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) in accordance with the relevant requirements of “Standards for the Governance of Listed Companies”, “Guidance Opinions regarding the Establishment of the System of Independent Directors”, “Guidelines for Articles of Association of Listed Companies”, “Regulatory Opinions regarding General Meetings of Listed Companies” and the Company Law of the PRC. The amendments are based on the framework of its existing Articles and Association and take into account of the actual situation of Sinopec Corp. and are in compliance with the “Mandatory Provisions for the Articles of Association of the Companies to be Listed Overseas”. The amendments to the Articles of Association also conform with the principle of compliance with stricter and broader requirements.

The proposed amendments to the Articles of Association (including the adoption of the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) are subject to the approval of the shareholders of Sinopec Corp. by way of special resolutions at the EGM.

A circular containing details of the proposed amendments to the Articles of Association (including the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) together with the notice of the EGM and the reply slip are expected to be despatched to the holders of H shares on or around 24 January 2003. The relevant information will also be available for consideration by the holders of the domestic shares at the website of the Shanghai Stock Exchange (http://www.sse.com.cn). The new Articles of Association (including the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) of Sinopec Corp. are also available for consideration at the website of the Shanghai Stock Exchange.

Sinopec Corp. and its Board of Directors warrant that there are no material omissions from, or misrepresentations or misleading statements contained in, this announcement, and severally and jointly accept full responsibility for the authenticity, accuracy and completeness of the information contained in this announcement.

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF SINOPEC CORP.

China Petroleum & Chemical Corporation (“Sinopec Corp.”) proposes to amend the articles of association of Sinopec Corp. (including the adoption of the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) in accordance with the relevant requirements of “Standards for the Governance of Listed Companies”, “Guidance Opinions regarding the Establishment of the System of Independent Directors”, “Guidelines for Articles of Association of Listed Companies”, “Regulatory Opinions regarding General Meetings of Listed Companies” and the Company Law of the PRC. The amendments are based on the framework of its existing Articles and Association and take into account of the actual situation of Sinopec Corp. and are in compliance with the “Mandatory Provisions for the Articles of Association of the Companies to be Listed Overseas”. The amendments to the Articles of Association also conform with the principle of compliance with stricter and broader requirements.

2. KEY AREAS OF THE PROPOSED AMENDMENTS

The proposed amendments include matters relating to the following: to extend the rights of the shareholders of Sinopec Corp. (the “Shareholders”) and to increase the obligations of the controlling Shareholders towards Sinopec Corp., to define the requirements for provisional motions made to Shareholders' general meetings by the Shareholders, to specify the authorities of the shareholders' general meetings and board of directors' meetings in certain areas, to regulate the authorities of the president/chairman of the board delegated by the board of directors, to provide the rules and procedures for Shareholders' general meetings, to set out the duties and obligations of the board of directors when making certain investments, to set out the duties and obligations of the chairman of Sinopec Corp. in respect of checking the implementation of the resolutions of the board of directors and to provide the rules and procedures for the meetings of the board of directors, to set out the prerequisites for the independent directors and their duties and obligations, to provide the rules and procedures for the meetings of supervisors.

3. ELECTION OF THE MEMBERS OF THE SECOND SESSION OF SINOPEC CORP.'S BOARD AND SUPERVISORY COMMITTEE

The term of office of the First Session of the board of directors and the supervisory committee of Sinopec Corp. will expire in February 2003. The list and profiles of the candidates for Sinopec Corp.'s Second Session directors and supervisors will be included in the notice of the first extraordinary general meeting of Sinopec Corp. for the year 2003 (the “EGM”) issued on 21 January 2003. The elections of the candidates are subject to the Shareholders' approval by way of ordinary resolutions at the EGM.

4. EGM

The new Articles of Association (including the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) of Sinopec Corp. are subject to the approval of the Shareholders by way of special resolutions at the EGM. The EGM will be held at Kempinski Hotel, No. 50 Liangmaqiao Road, Chaoyang District, Beijing, the PRC on Friday, 21 March 2003 at 9:00 a.m. to deal with the following matters:

(a) Ordinary Resolutions:

(i) to elect the directors of the Second Session of the board of directors of Sinopec Corp.;

(ii) to elect the supervisors who are representatives of the Shareholders of Sinopec Corp. for the Second Session of the supervisory committee of Sinopec Corp.;

(iii) to approve the proposed service contracts (including the terms of remunerations) for the directors and supervisors for the Second Session of the board of directors and supervisory committee of Sinopec Corp. Details of the service contracts are contained in the circular dated 24 January 2003 which are to be despatched to the holders of H shares of Sinopec Corp. and are also avaiable for consideration at the website of the Shanghai Stock Exchange (http://www.sse.com.cn);

(iv) to authorize the secretary to the board of directors of Sinopec Corp. to deal on behalf of Sinopec Corp. with such relevant application, approval, ratification, registration and filing procedure and other related issues arising from the change of the members of the board of directors and the supervisory committee.

(b) Special Resolutions:

(v) to approve the proposed adoption of the new Articles of Association (including the appendices - the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) of Sinopec Corp. The relevant documents are contained in the appendices of Sinopec Corp.'s circular dated 24 January 2003 and are also available for consideration at the website of the Shanghai Stock Exchange (http://www.sse.com.cn);

(vi) to authorize the secretary to the board of directors of Sinopec Corp. to deal on behalf of Sinopec Corp. with such relevant application, approval, ratification, registration and filing procedure and other related issues arising from the above mentioned proposed adoption of the Articles of Association of Sinopec Corp. (including the making of amendments to the wording of the Articles of Association, including the appendices, in accordance with the requirements of the relevant regulatory authorities).

5. GENERAL

A circular containing details of the proposed amendments to the Articles of Association (including the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) together with the notice of the EGM and the reply slip are expected to be despatched to the holders of H shares on or around 24 January 2003 and available at HKEx’s website (address: www.hkex.com.hk). The relevant information will also be available for consideration by the holders of the domestic shares on the website of the Shanghai Stock Exchange (address: http://www.sse.com.cn). The new Articles of Association (including the Rules and Procedures for the Shareholders' General Meetings, the Rules and Procedures for the Board of Directors' Meetings and the Rules and Procedures for the Supervisors' Meetings) of Sinopec Corp. are also available for consideration on the website of the Shanghai Stock Exchange. Holders of Sinopec Corp.'s shares whose names appear on the register of members of Sinopec Corp. at the close of business on 19 February 2003 are eligible to attend the EGM.

According to the Articles of Association of Sinopec Corp. and the Company Law of the PRC, the register of members of Sinopec Corp. will be closed from 20 February 2003 to 21 March 2003 (both dates inclusive). Shareholders should note that during such period no H share transfer will be registered.

By Order of the Board
China Petroleum & Chemical Corporation
Zhang HonglinSecretary to the Board of DirectorsBeijing, PRC, 21 January 2003

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