BO81 Hsbc Bk 25

RNS Number:9864W
Sinopec Zhenhai Refining&Chem Co Ld
10 June 2002

 
SINOPEC ZHENHAI REFINING & CHEMICAL COMPANY LIMITED
(a joint-stock limited company incorporated in the People's Republic of China)

NOTICE OF THE RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING 
                 FOR THE YEAR OF 2001

The directors of Sinopec Zhenhai Refining & Chemical Company Limited (the
"Company") hereby announce that the following resolutions were passed at the
annual general meeting ("AGM") for the year of 2001 of the Company held at the
conference room of Donghai Hotel at the Company's premises at Zhenhai, Ningbo,
Zhejiang Province, the People's Republic of China, ("PRC") at 10:00 a.m. on
Friday, 7th June, 2002 where a quorum was reached by the number of voting shares
represented by attending shareholders and their proxies:

Ordinary Resolutions:

1.   That the audited accounts of the Company and the reports of the Board of 
     Directors and auditors for the year ended 31st December, 2001 be accepted;

2.   That the report of the supervisory committee for the year of 2001 be
     approved;

3.   That the proposed profit distribution for the year ended 31st December,
     2001 be approved;

4.   That the emoluments of the Company's executive directors and supervisors 
     representing shareholders be fixed for the year of 2002; and

5.   That KPMG be appointed as the Company's Auditors for a period starting from 
     the conclusion of the AGM for the year of 2001 and terminating upon the
     conclusion of the AGM for the year of 2002 and that the directors of the 
     Company be authorized to determine their remuneration.

Final Dividend
In addition to the above resolutions passed at the AGM, the directors of the
Company announce that the payment of final dividend for the year of 2001 would
be made as follows:

(i)   As stated in Article 163 of the Company's articles of association,
dividends payable by the Company to any shareholder shall be calculated and
declared in Renminbi ("RMB"). Dividends payable to holders of domestically-
invested shares shall be paid in RMB and dividends payable to holders of H
shares shall be paid in Hong Kong dollars ("HK$"). According to the stipulations
of the relevant State authorities, the conversion formula for dividends in Hong
Kong dollars is as follows:

                                         dividends in RMB
amount of dividends in HK$ = -------------------------------------
                          the mean of the basic rates of RMB for HK$ published
                       by the People's Bank of China ("PBOC") in the week before 
                               the date of the declaration of dividends

The mean of the basic rates of RMB for HK$ published by the PBOC in the week
before the date of the declaration of dividends (7th June, 2002) was HK$1.00 for
RMB1.0605.  Accordingly, each H share in the Company is entitled to a final
dividend of HK$ 0.033 for the year of 2001.

(ii) The Company has appointed Bank of China (Hong Kong) Trustees Limited as
paying agent in Hong Kong (the "Paying Agent"). Dividends payable to holders of
H shares will be paid by the Paying Agent on 28th June, 2002 and the relevant
dividend warrants will be dispatched by Hong Kong Registrars Limited on the same
date.

                                              By Order of the Board of Directors 
                                                    Su Dewen 
                                                  Company Secretary

Ningbo, the PRC, 7th June, 2002



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