Form
20-F
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ü
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Form
40-F
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Yes
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No
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ü
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1.
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To
consider and approve the report of the Third Session of the Board of
Directors of Sinopec Corp. (including the report of the Board of Directors
of Sinopec Corp. for the year 2008).
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2.
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To
consider and approve the report of the Third Session of the Supervisory
Committee of Sinopec Corp. (including the report of the Supervisory
Committee of Sinopec Corp. for the year 2008).
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3.
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To
consider and approve the audited accounts and audited consolidated
accounts of Sinopec Corp. for the year ended 31 December
2008.
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4.
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To
consider and approve the plan for allocating any surplus common reserve
funds at amount of RMB20 billion from the after-tax
profits.
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5.
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To
consider and approve the profit distribution plan for the year ended 31
December 2008.
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6.
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To
consider and approve the re-appointment of KPMG Huazhen and KPMG as the
domestic and overseas auditors of Sinopec Corp. for the year 2009,
respectively, and to authorize the Board of Directors to determine their
remunerations.
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7.
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To
authorise the Board of Directors to determine the interim profit
distribution plan of Sinopec Corp. for 2009.
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8.
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To
elect the Fourth Session of the Board of Directors of Sinopec Corp.. The
election of the members of the Board of Directors will be by way of
cumulative voting. The relevant details of the candidates are set out in
the appendix to this notice.
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9.
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To
elect the supervisors assumed by non-representatives of the employees of
the Fourth Session of the Supervisory Committee of Sinopec Corp. The
relevant details of the candidates for the supervisors assumed by
non-representatives of employees of the Fourth Session of the Supervisory
Committee are set out in the appendix to this notice.
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10.
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To
consider and approve the Service Contracts between Sinopec Corp. and
Directors of the Fourth Session of the Board Directors and Supervisors of
the Fourth Session of the Supervisory Committee (including emoluments
provisions).
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11.
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To
authorise the Secretary to the Board of Directors to, on behalf of Sinopec
Corp., deal with all applications, approval, registrations, disclosure and
filings in relation to the reelection of directors and
supervisors.
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12.
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To
approve the proposed amendments to the Articles of Association and its
appendices of Sinopec Corp.
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13.
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To
authorise the Secretary to the Board of Directors of Sinopec Corp. to, on
behalf of Sinopec Corp., deal with all applications, approval,
registrations and filing relevant to the proposed amendments to the
Articles of Association and its appendices.
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14.
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To
authorise the Board of Directors of Sinopec Corp. to determine the
proposed plan for issuance of debt financing
instrument(s):
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It
is proposed to the shareholders at the Annual General Meeting to authorize
the Board of Directors, pursuant to the relevant regulations, within the
maximum balance of the issuable bonds, namely after issuance, the relevant
accumulative debt financing instruments balance shall not exceed 40% of
the latest total audited net assets of Sinopec Corp., to determine
issuance of debt financing instruments, principal of which shall not
exceed 10% of the latest audited net assets of Sinopec Corp. stated in the
consolidated financial statements prepared in accordance with the
Accounting Standards for Business Enterprises, on one issuance or several
issuances, including but not limited to short term financial instruments
and mid-term financial notes. To generally and unconditionally authorise
the Board of Directors (or at least two directors appointed by the Board
of Directors) to determine the terms and conditions and all other matters
in relation to the issuance of such debt financing instrument(s) based on
the needs of Sinopec Corp. and the market conditions, including without
limitation to the determination of the actual value, interest rate, and
term of the bond(s) subject to the aforementioned limits, as well as to
the production, execution and disclosure of all necessary documents
thereof.
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This
Proposal will expire at the completion of the next shareholders meeting of
Sinopec Corp.
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15.
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To
grant to the Board of Directors of Sinopec Corp. a general mandate to
issue new shares:
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In
order to grant discretion to the Board of Directors on the flexibility of
issuance of new shares, the Board of Director proposes to obtain a general
mandate from shareholders. Under the general mandate, the Board of
Directors (or the directors authorised by the Board) will be authorised to
allot, issue and deal with shares not exceeding 20% of the existing
domestic listed shares and overseas listed foreign shares of Sinopec
Corp.. However, notwithstanding the obtaining of the general mandate, any
issue of domestic shares needs shareholders’ approval at shareholders’
meeting in accordance with the relevant PRC laws and
regulations.
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It
is resolved as follow:
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“(1)
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Subject
to paragraphs (3) and (4) and pursuant to the Company Law (the “Company
Law”) of the People's Republic of China (the “PRC”) and the listing rules
of the relevant stock exchanges (as amended from time to time), the
exercise by the Board of Directors of Sinopec Corp. of all the powers of
Sinopec Corp. granted by the general and unconditional mandate to allot,
issue and deal with shares during the Relevant Period and to determine the
terms and conditions for the allotment and issue of new shares including
the following terms:
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(a)
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class
and number of new shares to be issued;
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(b)
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price
determination method of new shares and/or issue price (including price
range);
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(c)
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the
starting and closing dates for the issue;
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(d)
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class
and number of the new shares to be issued to existing shareholders;
and
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(e)
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the
making or granting of offers, agreements and options which might require
the exercise of such powers.
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(2)
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The
approval in paragraph (1) shall authorise the Board of Directors of
Sinopec Corp. during the Relevant Period to make or grant offers,
agreements and options which would or might require the
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exercise
of such powers after the end of the Relevant Period.
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(3)
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The
aggregate nominal amount of new domestic listed shares and new overseas
listed foreign shares allotted, issued and dealt with or agreed
conditionally or unconditionally to be allotted, issued and dealt with
(whether pursuant to an option or otherwise) by the Board of Directors of
Sinopec Corp. 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.
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(4)
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In
exercising the powers granted in paragraph (1), the Board of Directors of
Sinopec Corp. must (i) comply with the Company Law of the PRC and the
relevant regulatory stipulations (as amended from time to time) of the
places where Sinopec Corp. is listed; and (ii) obtain approval from China
Securities Regulatory Commission and other relevant PRC government
departments.
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(5)
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For
the purpose of this resolution:
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“Relevant
Period” means the period from the date of passing this resolution until
whichever is the earliest of:
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(i)
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twelve
months from the date of passing this resolution;
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(ii)
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the
conclusion of the next annual general meeting of Sinopec Corp.;
and
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(iii)
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the
revocation or variation of the mandate granted under this resolution by
special resolution of the shareholders in general
meeting.
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(6)
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The
Board of Directors of Sinopec Corp., subject to the approval of the
relevant authorities of the PRC and in accordance with the Company Law of
the PRC, be and is hereby authorised to increase the registered capital of
Sinopec Corp. to the required amount upon the exercise of the powers
pursuant to paragraph (1) above.
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(7)
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To
authorise the Board of Directors to sign the necessary documents, complete
the necessary formalities and take other necessary steps to complete the
allotment and issue and listing of new shares, provided the same do not
violate the relevant laws, administrative regulations, listing rules of
the relevant stock exchanges and the Articles of
Association.
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(8)
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Subject
to the approval of the relevant PRC authorities, the Board of Directors of
Sinopec Corp. is hereby authorised to make appropriate and necessary
amendments to the Articles of Association after completion 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
mandate.”
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By
Order of the Board
China Petroleum & Chemical
Corporation
Chen Ge
Secretary to the Board of
Directors
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Notes:
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Candidates
with “#” are the candidates for Executive Directors.
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Candidates
with “*” are the candidates for Non-Executive
Directors.
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Candidates
with “**” are the candidates for Independent Non-Executive
Directors.
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Notes:
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Candidates
with “*” are the candidates for External Supervisors.
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Candidates
with “**” are the candidates for Independent
Supervisors.
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1.
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has
the qualifications to hold the office as director of a listed company in
accordance with the laws, administrative regulations and other relevant
regulations;
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2.
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meets
the director's qualifications for holding the office stipulated by the
Articles of Association of Sinopec. Corp.
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3.
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is
independent as required by the Guideline Regarding Establishment of
Independent Director Systems by Listed Companies issued by the China
Securities Regulatory Commission.
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(1)
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neither
the candidate nor his lineal relatives or major social relations holds any
position in Sinopec Corp. or its subsidiaries;
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(2)
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neither
the candidate nor his lineal relatives directly or indirectly holds 1% of
the issued shares of Sinopec Corp or ranks in the top ten shareholders of
Sinopec Corp.;
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(3)
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neither
the candidate nor his lineal relatives directly or indirectly holds any
position in entities that directly or indirectly hold 5% or more of the
issued shares of Sinopec Corp. or entities which rank in the top five
shareholders of Sinopec Corp.;
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(4)
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none
of the above 3 situations has occurred to the candidate in the past 1
year;
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4.
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Neither
the candidate nor his lineal relatives acts or as a director (Independent
Non-executive Director), a supervisor, or a senior manager in controlling
shareholders, actual controllers, or subsidiaries of Sinopec
Corp.
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5.
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The
candidate does not, and did not within the past year of his candidacy,
provide any financial, legal, or management consultancy services to
Sinopec Corp., its subsidiaries, or its controlling
shareholders.
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6.
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The
candidate does not hold any position in Sinopec Corp., its controlled
shareholders, or any entity which has substantial business relationships
with their respective subsidiaries, nor in any controlling shareholders of
such entities;
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7.
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The
candidate is not a state civil servant, or as Independent Non-executive
Director shall not breach any provisions under the Civil Servant Law of
the PRC;
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The
nominator: Board of Directors of
China Petroleum & Chemical
Corporation
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1.
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neither
we nor our lineal relatives or major social relations hold any position in
Sinopec Corp. or its subsidiaries;
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2.
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neither
we nor our lineal relatives directly or indirectly hold 1% or more of the
issued shares of Sinopec Corp.; nor are we the natural shareholder(s) of
the top ten shareholders of Sinopec Corp.;
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3.
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neither
we nor our lineal relatives hold any position in entities that directly or
indirectly hold 5% or more of the issued shares of Sinopec Corp. or in an
entity which ranks in the top five shareholders of Sinopec
Corp.;
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4.
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none
of the 3 situations referred to above has occurred to us during the past 1
year;
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5.
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neither
we nor our lineal relatives are director(s) (Independent Director(s)),
supervisor(s), or senior manager(s) of controlling shareholders, actual
shareholders or subsidiaries of Sinopec Corp.;
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6.
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we
do not and did not within the past year of this candidacy provide
financial, legal, management consultancy services to Sinopec Corp., its
subsidiaries or controlling shareholders;
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7.
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we
do not hold any position in any entities which have substantial business
relationships with Sinopec Corp., its controlling shareholders or their
respective subsidiaries, nor with controlling shareholders of such
entities;
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8.
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we
are not state civil servants and as Independent Non-executive Director(s),
shall not breach any provisions under the State Civil Servant Law of the
PRC;
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9.
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we
have not received any extra and undisclosed benefits from Sinopec Corp.,
its substantial shareholders or organizations or individuals with a
material interest in Sinopec Corp.;
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10.
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we
meet the qualifications for holding the position stipulated by the
Articles of Association of Sinopec. Corp.;
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11.
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we
do not have any circumstances contrary to any provisions under the Company
Law of the PRC in relation to candidacy requirements as an independent
Non-executive Director;
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12.
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we
hereby warrant the authenticity, accuracy and completeness of all our
personal information (e.g. our resumes), provided to Sinopec Corp. in
relation to our candidacy.
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Declarers:
Liu
Zhongli, Ye Qing, Li Deshui,
Xie
Zhongyu, Chen Xiaojin
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1.
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Eligibility
for attending the Annual General Meeting
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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
of Sinopec Corp. whose names appear on the domestic shares register
maintained by China Securities Depository & Clearing Corporation
Limited Shanghai Branch at the close of business on Wednesday, 22 April
2009 are eligible to attend the Annual General Meeting.
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2.
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Proxy
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(1)
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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 of Sinopec
Corp.
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(2)
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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 the authorisation document(s) must be
notarised.
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(3)
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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 holder of H Shares, to Hong
Kong Registrars Limited, not less than 24 hours before the time designated
for holding of the Annual General Meeting.
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(4)
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A
proxy may exercise the right to vote by poll.
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3.
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Registration
procedures for attending the Annual General Meeting
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(1)
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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.
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(2)
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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 Saturday, 2 May
2009.
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(3)
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Shareholder
may send the above reply slip to Sinopec Corp. in person, by post or by
fax.
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4.
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Closure
of Register of Members
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The
H Share register of members of Sinopec Corp. will be closed from
Wednesday, 22 April 2009 to Friday, 22 May 2009 (both days
inclusive).
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5.
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Other
Business
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(1)
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The
Annual General Meeting will not last for more than one working day.
Shareholders who attend shall bear their own travelling and accommodation
expenses.
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(2)
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The
address of the Share Registrar of H Shares of Sinopec Corp., Computershare
Hong Kong Investor Services Limited is at: 46th Floor, Hopewell Centre,
183 Queen's Road East, Hong Kong
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(3)
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The
address of the Share Registrar for A Shares of Sinopec Corp., China
Securities Registration and Clearing Company Limited Shanghai Branch
Company is at: 166 Lujiazuidong Road, Pudong District,
Shanghai
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(4)
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The
registered address of Sinopec Corp. is at:
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22
Chaoyangmen North Street
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Chaoyang
District
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Beijing
100728
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The
People's Republic of China
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Telephone
No.: (+86) 10 5996 0028
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Facsimile
No.: (+86) 10 5996 0386
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