Final Results

RNS Number:3219K
Sinopec Zhenhai Refining&Chem Co Ld
24 April 2003




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

        ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED 31 DECEMBER 2002


Summary



-       Profit attributable to shareholders increased by 109.75% year on year,
reaching a record high

-       Throughput volume reached 11,946,300 tonnes, continuing to rank the
highest among domestic refineries

-       Three new units commenced operation, further strengthening the
Company's competitiveness



Sinopec Zhenhai Refining & Chemical Company Limited ("the Company") is pleased
to announce the audited consolidated results of the Company and its subsidiaries
("the Group") for the year ended 31 December 2002.



The following financial information has been extracted from the Group's audited
consolidated financial statements, prepared in accordance with International
Financial Reporting Standards, for the year ended 31 December 2002:



Consolidated income statement
for the year ended 31 December 2002
(Amounts expressed in thousands, except per share data)

                                    
                                             Note       2002              2001
                                                        RMB'000           RMB'000

Turnover                                        1       22,484,667          20,764,580

Less: Business taxes and surcharges                     (990,170)           (936,920)


Net sales                                                21,494,497         19,827,660

Cost of sales                                           (19,484,384)       (18,522,639)


Gross profit                                             2,010,113          1,305,021

Other operating income                                   54,520             55,207

Selling and administrative expenses                      (498,348)          (501,619)

Other operating expenses                                 (54,123)           (27,406)

Net loss on disposal of property, plant 
  and equipment                                          (54,278 )          (33,121)

Employee reduction expenses                               ----              (51,200)



Profit from operations                                   1,457,884          746,882

Net financing costs                             2(a)     (74,650)           (127,959)

Share of profits less losses from  associates            9,832              3,106



Profit from ordinary activities before taxation    2      1,393,066         622,029



Income tax expense                                 3      (419,809)         (158,030)

Profit attributable to shareholders                        973,257           463,999

Dividends attributable to the year:                4

Interim dividend declared during the year                  100,950           63,093

Final dividend proposed after the balance sheet date       201,900           88,332


                                                           302,850           151,425

Earnings per share

  - Basic                                           5(a)  RMB0.39            RMB0.18
  - Diluted                                         5(b)  RMB0.39            RMB0.18



Notes

1.     Turnover

Turnover represents the sales value of goods sold to customers, net of
value-added tax and is after deduction of any sales discounts and returns.



The Group is principally engaged in the production and sale of petroleum
products (including gasoline, diesel, kerosene, naphtha, liquefied petroleum
gas, solvent naphtha and fuel oil), intermediate petrochemical products,
asphalt, urea and other petrochemical products. Gasoline, diesel and kerosene
are three major products of the Group.



2.     Profit from ordinary activities before taxation

Profit from ordinary activities before taxation is arrived at after charging/
(crediting):



(a)   Net financing costs:                                 2002             2001
                                                          RMB'000        RMB'000

Interest expense on
  - Bank borrowings wholly repayable within five years   85,056       63,618
  - Convertible bonds                                    144         101,583

Less: Amount capitalised as projects in progress         (15,915)    (1,965)

Interest expense, net                                    69,285      163,236

Interest income                                          (5,574 )    (42,296 )

Net foreign exchange loss                                10,035      6,334

Bank charges                                             904         685


Total                                                    74,650      127,959


(b)   Other items:                                      2002           2001
                                                        RMB'000        RMB'000


Depreciation of property, plant and equipment           748,560         874,649

Amortisation of lease prepayments                       893             4,345

Net loss/(gain) on disposal of associates and other 
  investments                                           2,459           (10,615)

Dividend income from other investments                 (5,983)          (8,103)



3.     Income tax expense

Individual companies within the Group are mainly subject to Enterprise Income
Tax ("EIT") at 33% on taxable income determined according to the PRC tax laws.
Pursuant to the document "Cai Shui Zi (1994) No.1" issued by the Ministry of
Finance and State Administration of Taxation of China issued on 29 March 1994,
the Group is eligible to certain EIT preferential treatments because of its
recycling of certain wasted materials. The amount of the reduced EIT was
RMB43,077,000 (2001: RMB69,697,000).



The Group did not carry on business overseas and in Hong Kong and therefore does
not incur overseas and Hong Kong Profits Tax.



Income tax expense in the consolidated income statement represents:


                                                2002             2001
                                                RMB'000         RMB'000


Current tax expense
  - Current year                                426,838          158,618
  - Under provision in respect of prior years   1,220             ---
                                                428,058          158,618

Deferred tax                                    (15,707)         (3,143)

Share of associates' income tax                 7,458            2,555


Total income tax expense in consolidated 
   income statement                             419,809          158,030


4.     Dividends

(a)   Dividends attributable to the year


                                                  2002               2001
                                                  RMB'000           RMB'000

Interim dividend declared and paid of RMB0.04 
per share 2001: RMB0.025 per share)              100,950           63,093

Final dividend proposed after the balance 
sheet date of RMB0.08 per share
(2001: RMB0.035 per share)                       201,900           88,332
                                                 302,850           151,425



Pursuant to a resolution passed at the directors' meeting on 17 April 2003, a
final dividend of RMB201,900,357 (2001: RMB88,331,406) was proposed for
shareholders' approval at the Annual General Meeting.



The final dividend proposed after the balance sheet date has not been recognised
as a liability at the balance sheet date.



(b)   Dividends attributable to the previous financial year, approved and paid
during the year


                                             2002              2001
                                             RMB'000           RMB'000

Final dividend in respect of the previous financial year, approved and paid
during the year, of RMB0.035 per share (2001: RMB0.035 per share) 88,332
88,332



5.     Earnings per share

(a)   Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable
to ordinary shareholders of RMB973,257,000 (2001: RMB463,999,000) and the
weighted average number of ordinary shares of 2,523,754,468 (2001:
2,523,754,468) in issue during the year.



(b)   Diluted earnings per share

The calculation of diluted earnings per share is based on the adjusted profit
attributable to ordinary shareholders of RMB973,353,000 (2001: RMB464,095,000)
and the weighted average number of ordinary shares of 2,525,357,000 (2001:
2,525,357,000) after adjusting for the effects of all dilutive potential
ordinary shares.


(i)     Reconciliation of profit attributable to ordinary shareholders

                                                2002                   2001
                                                RMB'000                RMB'000


Profit attributable to ordinary shareholders    973,257                463,999

After-tax effect of interest on convertible 
 bonds                                          96                     96


Adjusted profit attributable to ordinary 
shareholders (diluted)                          973,353                464,095


(ii)    Reconciliation of weighted average number 
of ordinary shares (In thousands of shares)

                                                     2002               2001


Weighted average number of ordinary shares used in calculating basic earnings
per share
                                                  2,523,755          2,523,755

Effect of conversion of convertible bonds         1,602              1,602


Weighted average number of ordinary shares used in calculating diluted earnings
per share
                                                  2,525,357          2,525,357


6.     Segment reporting

The Group conducts the majority of its business activities in two areas,
refining and chemicals. An analysis of business segment is as follows:


                                           2002
                        Refining      Chemicals        Elimination       Total
                        RMB'000        RMB'000         RMB'000        RMB'000

Net sales               21,211,851     617,574       (334,9 28 )     21,494,497

Cost of sales          (19,339,905)   (479,407)      334,928        (19,484,384)

Gross profit            1,871,946      138,167       -               2,010,113

Other operating income
                                                                     54,520

Selling and administrative expenses                                 (498,348  )

Other operating expenses                                            (54,123   )

Net loss on disposal of property, plant and equipment               (54,278)

Profit from operations                                              1,457,884

Net financing costs                                                 (74,650)

Share of profits less losses from associates                        9,832

Income tax expense                                                  (419,809  )

Profit attributable to shareholders                                  973,257



                                         2001

                       Refining       Chemicals      Elimination       Total
                       RMB'000        RMB'000        RMB'000           RMB'000

Net sales              19,603,019       551,657      (327,016  )    19,827,660

Cost of sales          (18,348,355)    (501,300  )    327,016       (18,522,639)

Gross profit           1,254,664        50,357        -             1,305,021



Other operating income                                              55,207

Selling and administrative expenses                                 (501,619)

Other operating expenses                                            (27,406)

Net loss on disposal of property, plant and equipment               (33,121)

Employee reduction expenses                                         (51,200)

Profit from operations                                              746,882

Net financing costs                                                 (127,959 )

Share of profits less losses from associates                        3,106

Income tax expense                                                  (158,030)

Profit attributable to shareholders                                 463,999



Segment information is presented in respect of the Group's business segments.
The format of which is based on the Group's management and internal reporting
structure. In view of the fact that the Company and its subsidiaries operate
mainly in the PRC, no geographical segment information is presented.



Inter-segment transfer pricing is based on cost plus an appropriate margin, as
specified by China Petroleum & Chemical Corporation's policy.



The Group conducts the majority of its business activities in two areas,
refining and chemicals. The specific products of each segment are as follows:



(a)   The refining segment is principally engaged in the production and sale of
petroleum, intermediate petrochemical and other petrochemical products.
Gasoline, diesel and kerosene are three major products of the segment.



(b)   The chemical segment is principally engaged in the production and sale of
urea.



7.     Change in accounting estimates

The Company undertook a comprehensive review of the expected useful lives of
certain plant, machinery and equipment at the beginning of 2002 which has taken
into consideration the depreciation method currently adopted by the domestic
petrochemical industry. The Company has determined to revise the depreciation
period of this plant, machinery and equipment. In this connection, the
depreciation period of the main manufacturing facilities has been revised from
between 8 and 10 years to between 12 and 14 years with effect from 1 January
2002.



The change had the effect of a reduction in depreciation expense by
approximately RMB154 million and an increase of profit attributable to
shareholders by approximately RMB103 million for the year ended 31 December 2002
and for each of the subsequent years until the assets are fully depreciated or
disposed of.



8.     Reserves

Effective 1 January 2002, land use rights which are included in lease
prepayments are carried at historical cost less amortisation and impairment
losses. Accordingly, the surplus on the revaluation of land use rights net of
deferred tax asset was reversed to shareholders' equity at 1 January 2002. The
effect of this change did not have a material impact on the Group's financial
condition and results of operations in the years prior to the change. As such,
certain comparative figures have been reclassified to conform with the current
year's presentation.



9.     Comparative figures

Certain comparative figures for the year ended 31 December 2001 have been
reclassified to conform with the current year's presentation.



DIVIDEND

The Board of Directors recommended a final dividend of RMB0.08 per share for the
year ended 31 December 2002. Together with the paid interim dividend of RMB0.04
per share , the total dividends would be RMB0.12 per share or a total dividend
distribution of RMB302.85 million for the year ended 31 December 2002. The
calculation of the final dividend for the year ended 31 December 2002 was based
on the number of shares in issue according to the register of shareholders as of
31 December 2002. However, actual dividend payment will be based on the total
number of registered shares in the Company as of 26 May 2003. Subject to
shareholders' approval at the Annual General Meeting of the Company to be held
on 20 June 2003, the final dividend will be paid on 27 June 2003 to shareholders
whose names appear on the register of shareholders of the Company on 26 May
2003.



The dividend payable to China Petroleum & Chemical Corporation , the Company's
controlling shareholder, will be paid in Renminbi, while the dividend payable to
holders of H share will be paid in Hong Kong dollars converted at the average of
the basic exchange rate of Renminbi for Hong Kong dollars of RMB1.0609 for HK$1
published by the People's Bank of China in the calendar week immediately before
the declaration date (17 April 2003) of the dividends. The dividend payable for
each H share will be HK$0.075.



REGISTRATION OF SHARE TRANSFERS

Holders of the Company's H shares should note that the register of shareholders
of the Company will be closed from 20 May 2003 to 19 June 2003 (both days
inclusive), during which period no transfer of shares will be effected. In order
to qualify for the final dividend for the year of 2002, holders of H shares
shall lodge the transfers together with the relevant share certificates to the
Company's H share registrar, Hong Kong Registrars Limited, at 17th Floor,
Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:00
p.m., 19 May 2003.



REVIEW OF 2002

The Group made unprecedented progress and achievements in 2002. Net sales for
the whole year amounted to RMB21,494 million, representing an increase of 8.41%
from that of last year. Profit attributable to shareholders, which rose by
109.75% from that of last year to RMB973 million, has reached a historical high.
The Group's total profit continued to top the domestic industry's level.
Competitive edges such as scale, technology, cost, management that the Company
built up for years displayed stronger support to the Company. The Company
reached a new stage in terms of overall competency and profitability.



China experienced continued stable economic growth in 2002. The gross domestic
product (GDP) increased by 8% from that of last year. In the face of increasing
market liberalisation since China joined the World Trade Organisation ("WTO") a
year ago and the rigorous challenge of intensifying competition, the dominant
domestic oil distributors strengthened cooperation, which maintained the
stability of the domestic market for petroleum products in general and created a
better business environment for enterprises.



In 2002, the Company fully utilized its large-scale operation, achieving an
accumulated throughput volume of feedstock (including third-party processing
business) of 11,946,300 tonnes for the whole year, which represented an increase
of 11.29% from that of last year and ranked the first in the domestic industry.
During the year, the Company seized market opportunities and resumed the
third-party processing business. The feedstock throughput volume for third-party
processing business for the entire year reached 384,500 tonnes, which helped to
increase capacity utilization rate and lower unit fixed cost.



Taking account of the overall benefits, the Company fully utilized its capacity
and strong sour crude oil processing capability, as well as streamlined the
process of crude oil purchase. The throughput volume of sour crude oil and heavy
crude oil reached 8,240,500 tonnes, which rose by 19.17% from that of last year,
and its proportion in the total throughput volume increased by 4.56 percentage
points to 68.98% Given the slight increase in international crude oil prices
compared with that of last year, the Company's average price of processed crude
oil during the period was RMB1,504.90 per tonne (after deducting import
expenses, equivalent to US$24.32 per barrel ("$/bbl")), which was about 0.64 $/
bbl lower than the average dated price of Brent crude oil during the same period
and RMB60.07 per tonne (about 0.99 $/bbl) lower than RMB1,564.97 per tonne
(after deducting import expenses, equivalent to 25.26 $/bbl) of that of last
year.



Taking a market-oriented approach, the Company actively adjusted its product mix
and upgraded its products to better satisfy market needs. Total output of all
products for the whole year amounted to 10,639,800 tonnes. Output of high
value-added products, including solvent oil, BTX, LPG, propylene, reached
1,094,500 tonnes, an increase of 23.66% from that of last year. The sales volume
of staple products, including gasoline, kerosene, diesel, accounted for 68.40%
of that of self-produced products, which rose slightly from that of last year.
In particular, the ratio of the sales volume of high-grade gasoline (No. 93 up)
to total sales volume of gasoline rose from 41.60% of the previous year to
54.30%.



Benefited from a streamlined management, the Company improved its efficiency and
maintained the various economic and technical indicators at relatively
satisfactory levels. The light oil yield for the whole year increased by 2.14
percentage points to 73.83% year on year, while the ex-factory volume of heavy
oil reduced by 177,700 tonnes from that of last year to 50,600 tonnes of the
reported year. The diesel to gasoline ratio stood at 2.56. The composite
commercial yield was 93.51%, which was about the same level of the previous
year. During the year, the Company increased its throughput volume and
streamlined its production process. Due to the Company's redemption of its
convertible bonds in December 2001, the Company reduced its net financing costs.
In addition, the depreciation period of major production equipment has been
revised, thereby reducing the cost of depreciation. All of these resulted in a
lower unit complete expense for the whole year of RMB152.11 per tonne, which
represented a decline of RMB5.85 per tonne year on year and remained at a
leading level in the domestic industry.



The Company is committed to leveraging technological progress to advance its
competitiveness. During the year, 1.8 million tpa vacuum gas oil ("VGO")
hydro-desulfurisation unit, the 3 million tpa diesel hydrofining unit and the
70,000 tpa sulphur recovery unit were put into operation. As a result, the
Company's processing capacity of sour crude oil and production capacity of clean
products were further enhanced. In addition, a new residue processing route with
"solvent deasphalting" unit as the nexus was formed, resulting in enhanced level
of processing of fuel oil and light oil yield. The further integration of the
refining and chemical fertilizer businesses played a significant role in
bringing the chemical fertilizer business back to profitability.



Following its successful implementation of a streamlined management structure in
June 2002, the Company introduced an enterprise resource planning ("ERP")
programme in October 2002. Together these two measures helped further lower
management cost and augment management efficiency, thereby creating
opportunities for development.



PROSPECTS FOR THE YEAR OF 2003

In 2003, although some uncertainties lie in the world economic recovery, China
is expected to experience continued stable economic growth. These bright
economic prospects of China will continue to drive domestic consumption of
petroleum products. The further-improved domestic petroleum product pricing
mechanism will create a favorable external environment for the Company's
production and operating activities, and as a result the Company's refining
margin is likely to remain at a relatively satisfactory level. The Company will
increase the total throughput volume and product output volume through continued
expansion of third-party processing business. The planned throughput volume of
crude oil (including third-party processing business) for the whole year is 12.5
million tonnes, but the Company will strive to achieve 13 million tonnes. Also,
the Company will intensify improvement of internal resources to achieve
efficiency and to maintain continued stable profitability.



First, to optimize production process for intensifying the integration of the
refining and chemical fertilizer businesses. The Company will take full
advantage of the new processing route with solvent deasphalting unit as the
nexus, which is created after the new facilities commenced operation, to realize
the integration of the refining and chemical fertilizer businesses, and optimize
utilization of resources.



Second, to optimize product mix for further improvement in economic and
technical indicators. The Company will fully capitalize on its strong
intensified processing capability and organize its production activities based
on a market-oriented approach. It is estimated that the production and sales
volume of high value-added products, including propylene, liquefied petroleum
gas ("LPG"), Styrene Butadiene Styrene ("SBS")-modified asphalt, will experience
relatively larger increase during the year. At the same time, the Company will
fully exploit internal resources by relying on technological advance and staff's
intellect, in order to achieve better economic and technical indicators.



Third, to streamline operation management for improving cost-effectiveness. The
Company intends to maintain its unit refining cash operating cost and unit
complete expense at leading levels in the domestic industry by grabbing at
market opportunities, keeping the purchase cost of imported crude oil under
control, intensifying marketability, increasing the income contribution
proportion of self-marketing products and controlling cost and expenses.
Simultaneously, based on the flattened management structure and ERP system, the
Company will make formal announcement of the Health, Safety and Environment
(HSE) management system and prepare for the incorporation of the ISO quality
system in its operation, in order to improve the overall management level of the
Company.



Fourth, to optimize application of investment and production for future
development. The Company's capital expenditure for 2003 will exceed RMB2
billion. Upon the completion of the construction of 1 million tpa continuous
catalytic reforming unit in the mid-April of the year, the Company's
comprehensive refining processing capacity reached 16 million tpa. The
completion of chemical fertilizer fuel conversion project "replacing oil by coal
as a source of energy" in the second half of the year will further promote the
integration of the refining and chemical fertilizer businesses, thereby lowering
the overall production and operating cost. To capture the opportunities from the
recovery of the chemical industry, the Company's paraxylene ("PX") unit, which
is scheduled to commence operation during the second half of 2003, and the
polypropylene ("PP") project, the construction of which will be completed at the
end of the year, will help the company to further extend its product chain. The
aforesaid projects will become new profit centres of the Company.



EXTERNAL INVESTMENT

The Company intends to establish a joint-venture company ("JVC") with BP Global
Investment Ltd for the sale of LPG. The investment amount of the JVC for the
first three years is US$25 million, with a registered capital of US$10 million.
The Company and BP Global Investment Ltd will each hold 50% interest of the JVC.
The establishment of the JVC has been approved by the relevant department of the
State. Upon the establishment of the JVC, the Company will sell all of the LPG
produced by the Company to the JVC.



BASIC MEDICAL INSURANCE of Employees

The enterprises' employee basic medical insurance is a system that the
enterprises must carry out according to the State regulation. In accordance with
the relevant policy of the Ningbo municipal government, the Group has been
participating in the employee basic medical insurance of Ningbo Municipality
since 1 July 2001.



In 2002, 9% of the total salaries were appropriated for the premium of the
employee basic medical insurance, which was reflected in the welfare payable
account. As 14% of the total salaries was appropriated for the welfare payable
during the period and such appropriation was reflected in the income statement,
the employee basic medical insurance for 2002 need not be expensed in the income
statement.



According to the relevant regulation of the Ningbo municipal government,
starting from 1 January 2003, the premium of the employee basic medical
insurance will be appropriated from 11% of the total salaries and will be first
reflected in welfare payable account. It is expected that this change will not
have any impact on the Group's consolidated income statement.



LOCAL TAX POLICIES

Details are set out in note 3 to this summarised financial information.



LOANS TO THIRD PARTY AND OVERDUE TIME DEPOSIT

The Company did not have any loan to third party or overdue time deposit as at
31 December 2002.



PURCHASE, SALE AND REDEMPTION OF THE COMPANY'S SHARES

During the year ended 31 December 2002, neither the Company nor its subsidiaries
had purchased, sold or redeemed any of the Company's shares.



AUDITORS

Arthur Andersen & Co, Certified Public Accountants ("Arthur Andersen & Co") was
appointed as the Company's auditors for the year of 2001. Upon the expiry of the
appointment, Arthur Andersen & Co ceased to be the Company's auditors. Pursuant
to the approval of the Annual General Meeting held on 7 June 2002, KPMG
Certified Public Accountants was formally appointed as the Company's auditors
for the year ended 31 December 2002. The term is one year to the conclusion of
the next Annual General Meeting.



It is desired that KPMG Certified Public Accountants will be reappointed as the
Company's auditors as the term of the latter's appointment is about to expire.
The resolution regarding the reappointment of KPMG Certified Public Accountants
as the Company's auditors will be put forward at the upcoming Annual General
Meeting.



OTHERS

There is no significant change between the current information listed in
paragraph 32 of Appendix 16 of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited ("the Exchange")  ("the Listing Rules")
and the information disclosed in the recent annual report of the Company. In
accordance with the requirement, the Company will submit the detailed
information as stipulated by paragraphs 45(1) to 45(3) of Appendix 16 of the
Listing Rules to the Exchange for posting on the Exchange's website.



By Order of the Board

Sun Weijun

Chairman

17 April 2003, Ningbo, the PRC



                        NOTICE OF ANNUAL GENERAL MEETING



NOTICE IS HEREBY GIVEN that the annual general meeting of Sinopec Zhenhai
Refining & Chemical Company Limited ("the Company") for 2002 will be held at the
conference room on the 1st floor of Donghai Hotel at the Company's premises at
Zhenhai District, Ningbo Municipality, Zhejiang Province, the People's Republic
of China on Friday, 20 June 2003, at 9:00 a.m. to review and approve, if
appropriate, the following proposals:



1.     To consider and approve the audited financial statements of the Company
and the reports of the Board of Directors and auditors for the year ended 31
December 2002;



2.     To consider and approve the report of the Supervisory Committee for 2002;



3.     To consider and approve the proposed profit distribution for the year
ended 31 December 2002;



4.     To elect the members of the Fourth Board of Directors and the Supervisors
representing shareholders in the Fourth Supervisory Committee.



5.     To consider and approve the service contracts of the members of the
Fourth Board of Directors and Supervisory Committee of the Company;



6.     To determine the remuneration of the Directors and Supervisors for the
year of 2003;



7.     To appoint KPMG, Certified Public Accountants, as the auditors of the
Company for the year of 2003 and to authorize the Board of Directors to
determine their remuneration.



About the service contracts of the directors and supervisors:



(1)   The contracts cover all directors, supervisors and one term of office
(three years);



(2)   The service contract consists of eight parts, namely the term of office,
duty, remuneration, non competition undertaking, confidentiality, termination of
service contract, binding effect and ancillary provisions.



(3)   The aggregate annual remuneration of directors and the total aggregate
annual remuneration of the supervisors will be submitted annually to the Annual
General Meeting for consideration and approval.

By Order of the Board
Su Dewen
Company Secretary
17 April 2003, Ningbo, the PRC



Notes:

1.     Each shareholder entitled to attend and vote at the meeting mentioned
above is entitled to appoint one or more proxies to attend and vote at the
meeting on his/her behalf. A proxy need not be a shareholder of the Company.
Shareholders or their proxies are entitled to one vote for each share held.



2.     To be valid, the proxy form of a holder of H share of the Company
together with the signed power of attorney or authority (if any) or notarially
certified power of attorney or authority must be delivered to the Company's H
share Registrar, Hong Kong Registrars Limited, 17th Floor, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time
for holding the meeting.



3.     Shareholders or their proxies shall produce their identity documents when
attending the meeting.



4.     The register of members of the Company will be closed from Tuesday, 20
May 2003 to Thursday, 19 June 2003 (both days inclusive), during which period no
transfer of shares will be effected. The record date for the final dividend for
the year of 2002 is Monday, 26 May 2003. Shareholders whose names appear on the
register of members on 26 May 2003 are entitled to the said dividend. In order
to qualify for the final dividend mentioned above, holders of H shares shall
lodge the transfers to the Company's H shares registrar, Hong Kong Registrars
Limited (together with the relevant share certificates) not later than 4:00
p.m., Monday, 19 May 2003.



5.     Shareholders whose names appear in the register of members on Monday, 26
May 2003 are entitled to attend and vote at the meeting.



6.     The Annual General Meeting is not expected to take more than one day. The
attending shareholders and proxies shall be responsible for their own traveling
and accommodation expenses.



7.     Holders of H share who intend to attend the meeting shall complete and
lodge the reply slip and return the same to the Company or its Hong Kong share
registrar on or before Friday, 30 May 2003. The reply slip may be delivered by
hand, by post, or by fax at (86-574) 86456155/86446211.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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