1 Privatization of ZRCC by Sinopec Corp. China Petroleum & Chemical Corporation 14 November 2005

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Proposed Transaction Financial Adviser to Sinopec Corp. Cancellation Price and Form of Payment Independent Financial Adviser to ZRCC Conditions Precedent Financial Adviser to ZRCC Privatization of ZRCC by Sinopec Corp. through Ningbo Yonglian Cash payment of HK$10.60 per H share of ZRCC, total consideration for the H shares approximately HK$7,672 million Include but not limited to: Approval by shareholders and independent shareholders of ZRCC Approval by relevant regulatory authorities China International Capital Corporation (Hong Kong) Limited Lehman Brothers Asia Investment Limited N M Rothschild China Holding AG Transaction Overview

Source ： Annual/Interim Report of ZRCC Capacities （ ’000 tonnes/year ） Refining capacity18,500 Incl ： Sour crude capacity12,000 Hydro-treating capacity14,000 PX production capacity650 PP production capacity200 Business Overview of ZRCC RMB/Tonnes ‘000 Tonnes USD/Barrel

Financial Highlights of ZRCC (RMB ， Million) 1H H Change (%) Change (%) Turnover25, , , , EBITDA2,123.82, ,862.12, EBIT 1, , , , Net Income1,261.11, ,613.31, EPS （ RMB/Share ） Total Asset15, , , , Net Asset12, , ,413.89, BPS （ RMB/Share ） Cash Flow from Operations , ,623.82, ROCE10.95%12.22%-127bps26.49%11.53%+1,496bps Net Debt Note ： 2004 interim results and 2005 interim results are unaudited

Strategic Rationale for Transaction Integration of ZRCC’s oil refining business into Sinopec Corp’s value chain Synergy effects in capital allocation, investment, branding, resources, marketing, distribution channels, etc. Elimination of related party transactions and of intra-group competition Consolidation and simplification of management structure and efficiency improvement

% 71.3% Issue New Registered Capital Cash Cancellation Price 90% Cash/new registered capital flow H 股股东 100% 10% Sinopec Corp. Ningbo Yonglian H Shareholders ZRCC UNIPEC Merged into Transaction Procedures Key Events: 12 November 2005, boards of Sinopec Corp. and ZRCC approved the transaction Mid January 2006, shareholders and independent shareholders meetings will be held to seek approval for the transaction After approval by relevant regulatory authorities, ZRCC will apply for delisting and deregistration, and pay the consideration to its H share shareholders

Methodology Procedure Principle Pricing Principle and Methodology Based on principle of fairness for a win-win transaction Applied various commonly adopted valuation methods in capital markets Based on opinions from financial advisors, pricing principle, methodology and cancellation price were substantially discussed and negotiated at arm’s length between both parties before final agreement was reached

Source ： ZRCC 2004 Annual Report; All periods stated above refer to the period up to and including 2 November 2005 P/E 2004 P/B 2004 EV/EBITDA 2004 Implied ZRCC Multiples at the Cancellation Price10.6x2.4x5.6x （ HKD/Share ） 1 Day Prior to Trading Suspension Average Last 5 Trading Days Average Last 1 Month Average Last 6 Months Average Last 12 Months Closing Price Premium12.2%17.5%22.9%33.1%29.9% Implied Multiples This transaction meets Sinopec’s investment criteria and is proposed to be included in the 2006 investment arrangement Cancellation Price Cancellation Price to H share shareholders of ZRCC at HKD10.60 per Share Premium of proposed Cancellation Price over historical trading prices of ZRCC H shares

This transaction is consistent with the corporate strategy of Sinopec Corp. Cancellation Price is fair to shareholders of both parties Upon completion of the Merger, Sinopec Corp. will further realize synergies in investment, management and resources allocation, and enhance overall operating efficiency Conclusion

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