CK Life Sciences Int'l., (Holdings) Inc. — Proxy Solicitation & Information Statement 2013

Apr 10, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 adviser.

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, stockbroker or other agent through whom the sale was effected for delivery to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and 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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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 0386)

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION PROPOSED CHANGE IN AUDITORS

Notices convening the AGM and the H Shareholders Class Meeting of Sinopec Corp. to be held at Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, China on Wednesday, 29 May 2013 at 9:00 a.m. and 10:15 a.m. are set out on page 8 to page 17 of this circular. The forms of proxy for use in connection with the AGM and the H Shareholders Class Meeting are enclosed herewith. Whether or not you are able to attend the AGM and/or the H Shareholders Class Meeting, you are requested to complete and return the relevant forms of proxy enclosed herewith in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the designated time for holding the AGM and/or the H Shareholders Class Meeting. Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the AGM and/or the H Shareholders Class Meeting or at any adjourned AGM and/or the H Shareholders Class Meeting should you so wish.

10 April 2013

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Letter **	from the Board
I.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
II.	Proposed amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
III.	Proposed change in auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
IV.	Proposed payment of cash dividend and proposed bonus issue of Shares . . . . . . . . . . .	6
V.	Recommendation of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
VI.	Annual General Meeting and H Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . .	7
**Notice **	of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**Notice **	of the First H Shareholders Class Meeting for the Year 2013 . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

• “Amendments”

proposed amendments to the Articles of Association;

• “Articles of Association”

articles of association of Sinopec Corp. as amended from time to time;

“A Shares”

domestic shares with nominal value of RMB1.00 each in the share capital of Sinopec Corp. which are listed on the Shanghai Stock Exchange;

• “A Shareholder(s)”

holder(s) of A Shares;

• “Annual General Meeting”/ “AGM”

the annual general meeting of Sinopec Corp. for year 2012;

• “Board”

the board of directors of Sinopec Corp.;

“Company”/“Sinopec Corp” China Petroleum & Chemical Corporation, a joint stock limited company incorporated in the PRC with limited liability; “Directors” the directors of Sinopec Corp.; “H Shares” overseas listed foreign shares with nominal value of RMB1.00 each in the share capital of Sinopec Corp. which are listed on Stock Exchange and traded in Hong Kong dollars;

• “H Shareholder(s)” holder(s) of H Shares;

“H Shareholders Class Meeting” the first H shareholders class meeting of Sinopec Corp. for the year 2013; “HK$” or “$” Hong Kong Dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China; “PRC” or “China” the People’s Republic of China, excluding Hong Kong, Macau Special Administrative Region and Taiwan; “RMB” the lawful currency of the People’s Republic of China; “Share(s)” ordinary shares in the capital of Sinopec Corp. with a nominal value of RMB1.00 each, comprising the A Shares and the H Shares “Shareholders” holder(s) of the Company’s share(s); “Shanghai Stock Exchange” Shanghai Stock Exchange of the PRC; “Stock Exchange” The Stock Exchange of Hong Kong Limited;

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LETTER FROM THE BOARD

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

(Stock Code: 0386)

Executive Directors: Wang Tianpu Zhang Jianhua Wang Zhigang Cai Xiyou Dai Houliang

Registered Office: 22 Chaoyangmen North Street Chaoyang District Beijing 100728 People’s Republic of China

Non-Executive Directors:

Fu Chengyu Zhang Yaocang Cao Yaofeng Li Chunguang Liu Yun

Independent Non-Executive Directors:

Chen Xiaojin Ma Weihua Jiang Xiaoming Andrew Y.Yan Bao Guoming

10 April 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION PROPOSED CHANGE IN AUDITORS

I. INTRODUCTION

On 22 March 2013, the Board resolved to, among other things, convene the AGM. The purpose of this circular is to provide you with, among other things, further information in relation to certain resolutions to be proposed at the AGM:

• (1) proposed amendments to the Articles of Association;

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LETTER FROM THE BOARD

• (2) proposed change in auditors and the authorization to the Board to determine their remuneration; and

• (3) proposed payment of cash dividend and proposed bonus issue of shares.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

1. Proposed amendments to the Articles of Association (the “Amendments”)

Sinopec Corp. proposes to amend the Articles of Association in accordance with the business development of Sinopec Corp.. The Amendments are made based on the framework of its existing Articles of Association and take into account of the actual situation of Sinopec Corp..

2. Details of the Amendments

• (1) Sinopec Corp. proposes to amend Article 12 of the Articles of Association.

The current Article 12:

The Company’s scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

The Company’s scope of business includes: the production, storage, pipeline transportation, land transportation, water transportation and sales of non-coal mines (oil and natural gas etc.), dangerous chemicals (ethylene, propylene, butadiene and naphtha etc.) , heavy oil, rubber and other chemical raw materials and products; oil refining; wholesaling and retailing of gasoline, kerosene and diesel oil(for subsidiaries only); the production, storage, transportation and sales of natural gas chemicals and coal chemicals; sales of lubricant, fuel oil, solvent naphtha and asphalt; production of chemical fertilizer; production and sales of electricity, steam, water and industrial gases; operation of 24-hour stores; sales of books, newspapers, audio video products and electronic publications; media, advertisement and commission agent; sales of foods, beverage and cigarettes, automobile decorations(for subsidiaries only), automobile cleaning; operation of LPG station, sales of CNG, LNG, LPG and city gas; operation of electrical vehicle charging station; production, supervision of manufacturing, installation of oil and petrochemical machinery and equipment; purchase and sales of oil and petrochemical raw and auxiliary materials, equipment and parts; technology and information, research, development, application and consultation of alternative energy products; E-commerce; Self-operation of and acting as agency for the import and export of various commodities and technologies other than those restricted or prohibited by the state from import and export; contractor of overseas mechanical, electronics, petrochemical projects and domestic international bid-inviting projects; export of equipment and materials required for the aforementioned overseas projects; dispatch of labour required for the aforementioned overseas projects.

is hereby proposed to be amended as follows:

The Company’s scope of business shall be consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.

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LETTER FROM THE BOARD

The Company’s scope of business includes: the production, storage, pipeline transportation, land transportation, water transportation and sale of non-coal mines (oil and natural gas etc.), dangerous chemicals (ethylene, propylene, butadiene and naphtha etc.), heavy oil, rubber and other chemical raw materials and products; oil refining; wholesaling and retailing (for subsidiaries only) of gasoline, kerosene and diesel oil; the production, storage, transportation and sale of natural gas chemicals and coal chemicals; sale of lubricant, fuel oil, solvent naphtha and asphalt; production of chemical fertilizer; operation of LPG station, sale of CNG, LNG, LPG and city gas; operation of electrical vehicle charging station; production, supervision of manufacturing, installation of oil and petrochemical machinery and equipment; purchase and sale of oil and petrochemical raw and auxiliary materials, equipment and parts; technology and information, research, development, application and consultation of alternative energy products; production and sale of electricity, steam, water and industrial gases; wholesaling of farm, forestry and pasture products; operation of general merchandise convenience stores; wholesaling and retailing of knitted garments and housewares; wholesaling and retailing of cultural and sports goods and equipment; sale of food, beverages and tobacco products; wholesaling and retailing of pharmaceuticals and medical devices; retailing of automobiles, motorcycles and components; repair and maintenance of and technical training for automobiles and motorcycles; wholesaling and retailing of machineries, hardware products, electronic products and household appliances; retailing of furniture and materials for indoor decoration; stalls, no-store sale and other forms of retail business; general merchandise retail; accommodation and catering services; residents’ services; transportation agency services; warehousing; operation of self-owned properties; lease of machineries; media, advertising and acting as commission agent; insurance brokerage and agency services; financial trust and management services; E-commerce; self-operation of and acting as agency for the import and export of various commodities and technologies other than those restricted or prohibited by the state from import and export; contractor of overseas mechanical, electronics, petrochemical projects and domestic international bid-inviting projects; export of equipment and materials required for the aforementioned overseas projects; dispatch of labour required for the aforementioned overseas projects.

• (2) Sinopec Corp. proposes to amend Article 20 of the Articles of Association.

The current Article 20:

The Company, with the approval of China Securities Regulatory Commission on 24 August 2000, issued to the overseas investors 16,780,488,000 H shares (out of these, 15,102,439,000 shares are new issue shares of the Company and 1,678,049,000 shares are stock shares sold by the promoter, China Petrochemical Corporation) for the first time, and got listed in the Stock Exchange in 19 October 2000; on 20 June 2001, with the approval of China Securities Regulatory Commission, the Company issued to the domestic investors 2,800,000,000 A shares for the first time and got listed at Shanghai Stock Exchange on 8 August 2001.

The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is 86,819,620,912 shares, among which, 70,039,132,912 shares representing 80.67% of the total number of issued ordinary shares of the Company are held by the holders of domestic-listed domestic-invested A shares; and 16,780,488,000 shares representing 19.33% are held by the holder of foreign-listed foreign-invested H shares.

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LETTER FROM THE BOARD

is hereby proposed to be amended as follows:

The Company, with the approval of China Securities Regulatory Commission on 24 August 2000, issued to the overseas investors 16,780,488,000 H shares (out of which, 15,102,439,000 shares are newly issued shares of the Company and 1,678,049,000 shares are stock shares sold by the promoter, China Petrochemical Corporation) for the first time, and got listed in the Stock Exchange in 19 October 2000; on 20 June 2001, with the approval of China Securities Regulatory Commission, the Company issued to the domestic investors 2,800,000,000 A shares for the first time and got listed at Shanghai Stock Exchange on 8 August 2001.

The existing structure of the Company’s share capital is as follows: the total number of issued ordinary shares of the Company is 89,665,524,892 shares, among which, 70,039,802,892 shares representing 78.11% of the total number of issued ordinary shares of the Company are held by the holders of domestic-listed domestic-invested A shares; and 19,625,722,000 shares representing 21.89 % are held by the holder of foreign-listed foreign-invested H shares.

• (3) Sinopec Corp. proposes to amend Article 23 of the Articles of Association.

The current Article 23:

The registered capital of the Company is RMB 86,819,620,912.

is hereby proposed to be amended as follows:

The registered capital of the Company is RMB 89,665,524,892.

3. Reasons for the Amendments

Pursuant to applicable PRC laws and regulations, the business scope in the parent company’s articles of association should cover the current business activities of its subsidiaries. Accordingly, Article 12 needs to be amended to the effect that the latest business development of Sinopec Corp. and its subsidiaries can be appropriately reflected.

The Company successfully allotted and issued 2,845,234,000 new H Shares on 14 February 2013. And there are some new A Shares converted from the RMB23 billion A share convertible bonds issued by the Company on 23 February 2011. Therefore the total number of issued ordinary shares of the Company increased to 89,665,524,892 shares and the registered capital of the Company increased accordingly. The amendments made to Article 20 and Article 23 update the shareholders structure of Sinopec Corp..

III. PROPOSED CHANGE IN AUDITORS

The Board has resolved to propose to appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company (the name will be changed to PricewaterhouseCoopers Zhong Tian LLP) as the external auditors of the Company for the year 2013.

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LETTER FROM THE BOARD

The Company is a subsidiary of China Petrochemical Corporation, which is a state-owned enterprise under the control of the State-owned Assets Supervision and Administration Commission of the State Council of the People’s Republic of China (the “ SASAC ”). According to the relevant regulations issued by the Ministry of Finance of the People’s Republic of China and the SASAC, there are restrictions in respect of the number of years of audit services that an accounting firm can continuously provide to a state-owned enterprise and its subsidiaries (the “ SASAC Rotation Requirements ”). KPMG and KPMG Huazhen CPAs LLP will respectively retire as the international and PRC auditors of the Company with effect from the close of the forthcoming AGM of the Company and the Company will not re-appointment them as the auditors of the Company for the year ended 31 December 2013 due to the SASAC Rotation Requirements. The Board, as proposed by the audit committee of the Company (the “ Audit Committee ”), resolved to appoint PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the external auditors of the Company for the year 2013.

Each of KPMG and KPMG Huazhen CPAs LLP has confirmed in written that there are no matters in relation to their retirement which should be brought to the attention of the shareholders of the Company. The Board is not aware of any matters in relation to the proposed change of auditors that need to be brought to the attention of the shareholders of the Company. The Board and the Audit Committee have also confirmed that there are no disagreements or outstanding matters between the Company and KPMG and KPMG Huazhen CPAs LLP.

The Board proposed the grant of authorization to the Board to determine the auditors’ remuneration for the year ending 31 December 2013.

IV. PROPOSED PAYMENT OF CASH DIVIDEND AND PROPOSED BONUS ISSUE OF SHARES

Relevant information is set out in a seperate circular of Sinopec Corp. published on the even date.

V. RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board (including the independent non-executive Directors) considers that the resolutions in relation to (i) the proposed Amendments and (ii) the proposed change in auditors, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of such resolutions to be proposed at the AGM as set out in the notice of the AGM. Recommendation of the Board in relation to the proposed payment of cash dividend and proposed bonus issue of shares is set out in a seperate circular of Sinopec Corp. published on the even date.

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LETTER FROM THE BOARD

VI. ANNUAL GENERAL MEETING AND H SHAREHOLDERS CLASS MEETINGS

The AGM and the H Shareholders Class Meeting will be convened at Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, China on 29 May 2013 at 9:00 a.m. and 10:15 a.m., respectively. Notices of the AGM and the H Shareholders Class Meeting are set out on page 8 to 17 of this circular.

Reply slips and forms of proxy for use in connection with the AGM and the H Shareholders Class Meeting will be dispatched to shareholders with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete the reply slips in accordance with the instructions printed thereon and return the reply slips by post or by fax or by personal delivery to Sinopec Corp. (the registered office is 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, PRC (Fax no.: (+86)10 5996 0386)) on or before Thursday, 9 May 2013. Failure to complete or return the reply slips will not preclude eligible shareholders from attending and voting in person at the relevant meeting(s) should you so wish.

Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Shareholders Class Meeting should you so wish. Shareholders (or their proxies) shall vote by poll.

By order of the Board China Petroleum & Chemical Corporation Huang Wensheng

Secretary to the Board of Directors

10 April 2013

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NOTICE OF ANNUAL GENERAL MEETING

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

(Stock Code: 0386)

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2012

NOTICE IS HEREBY GIVEN that the on-site annual general meeting (“Annual General Meeting”) of China Petroleum & Chemical Corporation (“Sinopec Corp.” or the “Company”) for the year 2012 will be held at Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, China on Wednesday, 29 May 2013 at 9:00 a.m. Holders of A shares are provided with internet voting to participate at the Annual General Meeting.

Resolutions to be considered and approved at the Annual General Meeting

By way of ordinary resolutions:

1. To consider and approve the Report of the Board of Directors of Sinopec Corp. for the year 2012.

2. To consider and approve the Report of the Board of Supervisors of Sinopec Corp. for the year 2012.

3. To consider and approve the audited financial reports and audited consolidated financial reports of Sinopec Corp. for the year ended 31 December 2012.

4. To authorise the Board of Directors of Sinopec Corp. (the “Board”) to determine the interim profit distribution plan of Sinopec Corp. for the year 2013.

5. To consider and approve the appointment of PricewaterhouseCoopers and PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the external auditors of Sinopec Corp. for the year 2013, and to authorise the Board to determine their remunerations.

By Way of Special Resolutions:

1. To consider and approve the profit distribution plan for Sinopec Corp. for the year ended 31 December 2012.

It is proposed to the shareholders at the Annual General Meeting to consider and approve the payment of final dividend of RMB0.20(tax inclusive) per share held by the shareholders on the relevant record date (after the deduction of (i) the interim dividend of RMB0.10 (tax

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NOTICE OF ANNUAL GENERAL MEETING

inclusive) which has been declared and paid by the Company from (ii) the annual dividend of RMB0.30 (tax inclusive) per share for the year 2012); the bonus issue of shares of two shares converted from the retained earnings for every 10 existing shares and one share transferred from the share premium for every 10 existing shares held by the shareholders on the relevant record date.

1. To approve the proposed amendments to the articles of association of Sinopec Corp. and authorise the secretary to the Board to, on behalf of Sinopec Corp., deal with all procedural requirements such as applications, approvals, registrations and filings in relation to the proposed amendments to the articles of association (including cosmetic amendments as requested by the regulatory authorities).

2. To extend the term of validity of the Proposal Regarding Issuance of RMB30 Billion A Shares Convertible Bonds and Other Related Matters

The Proposal Regarding Issuance of RMB30 Billion A Shares Convertible Bonds and Other Related Matters (the “Proposal”), which proposed to issue no more than RMB30 billion A shares convertible bonds (“RMB30 Billion A Shares CB”), was considered and approved by the first extraordinary general meeting of 2011 of Sinopec Corp. The aforesaid proposal was expired on 11 October 2012. On 11 October 2012, the third meeting of the fifth session of Board of Directors of Sinopec Corp. approved the resolution in relation to extend the term of validity of the Proposal from the date of expiration to 11 October 2013. Except for the extension of the term of validity, all its terms in connection with the RMB30 Billion A Shares CB approved by the first extraordinary general meeting of 2011 remain unchanged. It is proposed to the shareholders at the Annual General Meeting to approve the resolution in relation to extend the term of validity of the Proposal to 11 October 2013.

1. To authorise the Board to determine the proposed plan for the issuance of debt financing instrument(s):

It is proposed to the shareholders at the Annual General Meeting to generally and unconditionally authorize the Board (or the directors authorised by the Board), within the maximum balance of the issuable bonds, to determine the terms and conditions and all other matters in relation to the issuance of the debt financing instrument(s) such as domestic short-term financial instruments, mid-term financial notes, corporate bonds, overseas U.S. bonds in accordance with the needs of production, operation and capital expenditure as well as the market conditions, including without limitation to, subject to the aforementioned limits, the determination of the actual value, interest rate, term, targeted group and use of proceeds of the bond(s), as well as the production, execution and disclosure of all necessary documents thereof.

This Proposal will expire at the conclusion of the next annual general meeting of Sinopec Corp..

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NOTICE OF ANNUAL GENERAL MEETING

1. To grant to the Board a general mandate to issue new domestic shares and/or overseas listed foreign shares:

In order to ensure flexibility and grant discretion to the Board in relation to issuance of new shares, the Board proposes to obtain a general mandate from the shareholders within the Relevant Period with regard to issuing new domestic shares and/or overseas listed foreign shares (the “General Mandate”). Under the General Mandate, within the Relevant Period, the Board (or the directors authorised by the Board) shall be authorised to separately or concurrently allot, issue and deal with not more than 20% of each of the existing domestic listed shares and overseas listed foreign shares of Sinopec Corp. in issue at the time when this resolution is passed at the Annual General Meeting. However, notwithstanding the General Mandate granted, any issue of domestic shares needs shareholders’ approval at shareholders’ meeting in accordance with the relevant domestic laws and regulations.

It is resolved as follows:

• (1) Subject to paragraphs (3) and (4) and pursuant to the Company Law (the “Company Law”) of the People’s Republic of China (“PRC”) and the relevant regulatory stipulations of the places where the shares of Sinopec Corp. are listed (as amended from time to time), the Board (or the directors authorised by the Board) be and is hereby granted an unconditional General Mandate to exercise all the powers of Sinopec Corp. within the Relevant Period to separately or concurrently allot, issue and deal with domestic shares and/or overseas listed foreign shares, and to determine the terms and conditions for allotting, issuing and dealing with such new shares including but not limited to the following terms:

• (a) class and number of new shares to be issued;

• (b) pricing mechanism and/or issue price of the new shares to be issued (including price range);

• (c) the starting and closing dates of such issue;

• (d) the class and number of the new shares to be issued to existing shareholders; and/or

• (e) the making or granting of proposals, agreements and options which may involve the exercise of the powers mentioned above.

• (2) The approval in paragraph (1) shall authorise the Board (or the directors authorised by the Board), within the Relevant Period, to make or grant any proposals, agreements and options which would or might require the exercise, after the expiry of the Relevant Period of the General Mandate, of the power mentioned above.

• (3) The number of new domestic shares or new overseas listed foreign shares conditionally or unconditionally separately or concurrently allotted, issued and dealt

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NOTICE OF ANNUAL GENERAL MEETING

with (whether pursuant to an option or otherwise) by the Board (or the directors authorised by the Board) within the Relevant Period pursuant to the approval in paragraph (1), (otherwise than pursuant to issue of shares by conversion of the surplus reserve into share capital in accordance with the Company Law of the PRC and the articles of association of Sinopec Corp.), shall not exceed 20% of each class of the existing domestic listed shares and overseas listed foreign shares of Sinopec Corp. in issue at the time when this resolution is passed at the Annual General Meeting.

• (4) In exercising the powers granted in paragraph (1), the Board (or the directors authorized by the Board) must a) comply with the Company Law of the PRC and the relevant regulatory stipulations (as amended from time to time) of the places where the shares of Sinopec Corp. are listed; and b) obtain approval from China Securities Regulatory Commission and other relevant PRC government departments.

• (5) For the purpose of this resolution:

“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

• (i) the expiration of 12-month period following the passing of this resolution;

• (ii) the conclusion of the next annual general meeting of Sinopec Corp.; and

• (iii) the date on which the General Mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of Sinopec Corp. in a general meeting.

• (6) The Board (or the directors authorised by the Board), subject to the approval of the relevant authorities of the PRC and in accordance with the relevant laws, administrative regulations, the relevant regulatory stipulations of the places where the shares of Sinopec Corp. are listed and the articles of association of Sinopec Corp., be and is hereby authorised to increase the registered capital of Sinopec Corp. in accordance with the exercise of the powers pursuant to paragraph (1) above.

• (7) The Board (or the directors authorised by the Board) be and is hereby authorized to sign any necessary documents, complete any necessary formalities and take other necessary steps to complete the allotment, issuance and listing of the new shares upon the exercise of the powers pursuant to paragraph (1) above, provided the same do not violate the relevant laws, administrative regulations, the relevant regulatory stipulations of the places where the shares of Sinopec Corp. are listed and the articles of association of Sinopec Corp.

• (8) Subject to the approval of the relevant PRC authorities, the Board (or the directors authorised by the Board) be and is hereby authorized to make appropriate and necessary amendments to the articles of association of Sinopec Corp. after completion

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NOTICE OF ANNUAL GENERAL MEETING

of the allotment and issue of new shares according to the method, type and number of the allotment and issue of new shares by Sinopec Corp. and the actual situation of the shareholding structure of Sinopec Corp. at the time of completion of the allotment and issue of new shares in order to reflect the alteration of the share capital structure and registered capital of Sinopec Corp. pursuant to the exercise of this General Mandate.

Details of the resolutions proposed at the AGM are available on the websites of the Shanghai Stock Exchange (http://www.sse.com.cn) and The Stock Exchange of Hong Kong Limited (http://www.hkex.com.hk), as well as being included in the circulars to be dispatched separately to the holders of H shares of Sinopec Corp..

By Order of the Board China Petroleum & Chemical Corporation Huang Wensheng Secretary to the Board of Directors

Beijing, PRC 10 April 2013

Notes:

Attendee of Annual General Meeting

I. Eligibility for attending the Annual General Meeting

Holders of domestic shares (A Shares) of Sinopec Corp. whose names appear on the domestic shares register maintained by China Securities Depository & Clearing Corporation Limited Shanghai Branch and holders of H Shares of Sinopec Corp. whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of business on Friday, 26 April 2013.are eligible to attend the Annual General Meeting. Holders of H Shares of Sinopec Corp. who wish to attend the Annual General Meeting shall lodge their share certificates accompanied by the transfer documents with Hong Kong Registrars Limited (address:Shops 1712 -1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, 26 April 2013.

• II. Proxy

• A member eligible to attend and vote at the on-site 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 of Sinopec Corp.

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

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NOTICE OF ANNUAL GENERAL MEETING

1. 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 to the statutory address of Sinopec Corp. in the case of holders of domestic shares, the address is the registered address of Sinopec Corp. (Sinopec Corp. General Administrative Office (Board Secretariat), 22 Chaoyangmen North Street, Chaoyang District, Beijing 100728, the People’s Republic of China (or via Fax no.: (+86)10 5996 0386)), and in the case of holder of H Shares, the address is that Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the designated time for holding the Annual General Meeting.

2. A Shareholder or his proxy may exercise the right to vote by poll.

3. III. The directors, supervisors and senior management of Sinopec Corp.

4. IV. Legal advisors of Sinopec Corp.

Registration procedures for attending the on-site 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 Thursday, 9 May 2013.

3. Shareholder may send the above reply slip to Sinopec Corp. in person, by post or by fax.

4. Closure of Register of Members. The H Share register of members of Sinopec Corp. will be closed from Saturday, 27 April 2013 to Wednesday, 29 May 2013 (both days inclusive).

Miscellaneous

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

2. The H shares register of members of Sinopec Corp. will be closed from Wednesday, 12 June 2013 to Tuesday, 18 June 2013 (both dates are inclusive). In order to qualify for the final dividend for H shares and relevant bonus shares, the shareholders of H shares must lodge all share certificates accompanied by the transfer documents with Hong Kong Registrars Limited before 4:30 p.m. on Tuesday, 11 June 2013 for registration. For details, please refer to a seperate circular of Sinopec Corp. published on the even date.

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NOTICE OF ANNUAL GENERAL MEETING

1. The address of the Share Registrar for A Shares of Sinopec Corp., China Securities Depository & Clearing Corporation Limited Shanghai Branch is at 166 Lujiazuidong Road, Pudong District, Shanghai.

2. The address of the Share Registrar of H Shares of Sinopec Corp., Hong Kong Registrars Limited is at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai,Hong Kong.

3. The registered address of Sinopec Corp. is at:

22 Chaoyangmen North Street Chaoyang District Beijing Post Code: 100728 The People’s Republic of China

Telephone No.: +86(10) 59960028 Facsimile No.: +86(10) 59960386

As of the date of this circular, directors of the Company are: Fu Chengyu, Wang Tianpu#, Zhang Yaocang, Zhang Jianhua#, Wang Zhigang#, Cai Xiyou#, Cao Yaofeng, Li Chunguang, Dai Houliang#, Liu Yun*, Chen Xiaojin+, Ma Weihua+, Jiang Xiaoming+, Andrew Y. Yan+, Bao Guoming+.

• # Executive Director

• Non-executive Director

• + Independent Non-executive Director

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NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING FOR THE YEAR 2013

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

(Stock Code: 0386)

NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING FOR THE YEAR 2013

NOTICE IS HEREBY GIVEN that the first H shareholders class meeting for the year 2013 (“H Shareholders Class Meeting”) of China Petroleum & Chemical Corporation (“Sinopec Corp.” or the “Company”) will be held at Kempinski Hotel, 50 Liangmaqiao Road, Chaoyang District, Beijing, China on Wednesday, 29 May 2013 at 10:15 a.m.

Resolutions to be considered and approved at the H Shareholders Class Meeting

To consider and approve the profit distribution plan for Sinopec Corp. for the year ended 31 December 2012.

It is proposed to the H shareholders at the H Shareholders Class Meeting to consider and approve the payment of final dividend of RMB0.20(tax inclusive) per share held by the shareholders on the relevant record date (after the deduction of (i) the interim dividend of RMB0.10( tax inclusive) which has been declared and paid by the Company from (ii) the annual dividend of RMB0.30(tax inclusive) per share for the year 2012); the bonus issue of shares of two shares converted from the retained earnings for every 10 existing shares and one share transferred from the share premium for every 10 existing shares held by the shareholders on the relevant record date. This resolution is a special resolution.

Details regarding the resolution are available on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) and the Stock Exchange of Hong Kong Limited (http:// www.hkexnews.hk/), as well as being included in the Company’s circular realting to proposed payment of cash dividend and proposed bonus issue of shares to be dispatched to the holders of H shares of Sinopec Corp. on the even date.

By Order of the Board China Petroleum & Chemical Corporation Huang Wensheng Secretary to the Board of Directors

Beijing, PRC 10 April 2013

As of the date of this circular, directors of the Company are: Fu Chengyu, Wang Tianpu#, Zhang Yaocang, Zhang Jianhua#, Wang Zhigang#, Cai Xiyou#, Cao Yaofeng, Li Chunguang, Dai Houliang#, Liu Yun*, Chen Xiaojin+, Ma Weihua+, Jiang Xiaoming+, Andrew Y. Yan+ , Bao Guoming+.

# Executive Director

* Non-executive Director

+ Independent Non-executive Director

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NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING FOR THE YEAR 2013

Notes:

Attendee of H Shareholders Class Meeting

I. Eligibility for attending the H Shareholders Class Meeting

Holders of H Shares of Sinopec Corp. whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of business on Friday, 26 April 2013 are eligible to attend the H Shareholders Class Meeting. Holders of H Shares of Sinopec Corp. who wish to attend the H Shareholders Class Meeting shall lodge their share certificates accompanied by the transfer documents with Hong Kong Registrars Limited (address: Shops 1712 -1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) before 4:30 p.m. on Friday, 26 April 2013.

• II. Proxy

• A member eligible to attend and vote at the H Shareholders Class 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 of Sinopec Corp.

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

• 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 to the address of Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the designated time for holding the H Shareholders Class Meeting.

• A Shareholder or his proxy may exercise the right to vote by poll.

• III. The directors, supervisors and senior management of Sinopec Corp.

• IV. Legal advisors of Sinopec Corp.

Registration procedures for attending the H Shareholders Class 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 H Shareholders Class 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.

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NOTICE OF THE FIRST H SHAREHOLDERS CLASS MEETING FOR THE YEAR 2013

1. Holders of H Shares intending to attend the H Shareholders Class Meeting should return the reply slip for attending the H Shareholders Class Meeting to Sinopec Corp. on or before Thursday, 9 May 2013.

2. Shareholder may send the above reply slip to Sinopec Corp. in person, by post or by fax.

3. Closure of Register of Members. The H Share register of members of Sinopec Corp. will be closed from Saturday, 27 April 2013 to Wednesday, 29 May 2013 (both days inclusive).

Miscellaneous

1. The H Shareholders Class Meeting will not last for more than one working day. Shareholders who attend shall bear their own travelling and accommodation expenses.

2. The H shares register of members of Sinopec Corp. will be closed from Wednesday, 12 June 2013 to Tuesday, 18 June 2013 (both dates are inclusive). In order to qualify for the final dividend and bonus shares for H shares, the shareholders of H shares must lodge all share certificates accompanied by the transfer documents with Hong Kong Registrars Limited before 4:30 p.m. on Tuesday, 11 June 2013 for registration.

3. The address of the Share Registrar of H Shares of Sinopec Corp., Hong Kong Registrars Limited is at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

4. The registered address of Sinopec Corp. is at:

22 Chaoyangmen North Street

Chaoyang District Beijing Post Code: 100728 The People’s Republic of China

Telephone No.: +86(10) 59960028 Facsimile No.: +86(10) 59960386

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