09:38 BEIJING YANHUA<00325> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. SINOPEC BEIJING YANHUA PETROCHEMICAL COMPANY LIMITED (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock code: 0325) FULFILLMENT OF CONDITIONS CHANGE TO THE EXPECTED TIMETABLE AND EXPECTED DATE OF WITHDRAWAL OF THE BEIJING YANHUA LISTING Financial Adviser to Beijing Yanhua Bear Stearns Asia Limited Independent Financial Adviser to the Independent Board Committee of Beijing Yanhua Lehman Brothers Asia Limited The Sinopec Corp. Directors and the Beijing Yanhua Directors jointly announced on 29th December 2004 that: (a) Sinopec Corp.'s wholly owned subsidiary, Beijing Feitian, entered into the Merger Agreement with Beijing Yanhua; and (b) the Beijing Yanhua Directors agreed to put forward to the Beijing Yanhua Shareholders the Proposal, which involved the cancellation of all the Beijing Yanhua Shares. On 17th January 2005, a composite document relating to the Proposal (the `Circular') was issued jointly by Beijing Yanhua and Sinopec Corp. The Special General Meeting and the Special General Meeting of the Independent Beijing Yanhua Shareholders were duly held on 4th March 2005, during which all the resolutions proposed were duly passed. The Beijing Yanhua Board is pleased to announce that all Conditions (except, that the 90-day creditors' notice period has not yet expired and that filings for increasing the registered capital of Beijing Feitian and for de-registration of Beijing Yanhua with Beijing AIC have yet to be made) have been fulfilled, including the obtaining of all the PRC Approvals. Accordingly, Beijing Yanhua has applied to the Stock Exchange for the withdrawal of the Beijing Yanhua Listing. Such application has been made in accordance with Rule 6.15(2) of the Listing Rules as it is proposed that Beijing Yanhua be privatized by way of merger by absorption under Article 184 of the PRC Company Law which is taken as akin to a scheme of arrangement which is governed by the Takeovers Code and all the relevant requirements, including the shareholders' approval requirements, under the Takeovers Code (to the extent applicable) have been complied with. Despite that the 90-day creditors' notice period has not yet expired, Beijing Feitian and Beijing Yanhua are considering to pay the Merger Consideration to the Qualifying Shareholders and withdrawing the Beijing Yanhua Listing by early May, 2005, which is earlier than the expected timetable as set out in the Circular. The Beijing Yanhua Directors believe that the proposed change to the expected timetable will be in the best interests of the Qualifying Shareholders. Beijing Feitian will make payment to the Qualifying Shareholders prior to expiry of the 90-day creditors' notice period (which will only expire on 7th June 2005). After expiry of the 90-day creditors' notice period and de-registration filings are processed, Beijing Yanhua will be formally de-registered and the Merger will become effective. To facilitate the calculation and payment of the Merger Consideration, any Beijing Yanhua Shareholder who has voted against the Proposal at both Special General Meetings and who wishes to request Beijing Yanhua and/or Beijing Yanhua Shareholders who have voted for the Proposal to purchase its Beijing Yanhua Shares at a `fair price' in accordance with Article 172 of the Beijing Yanhua Articles is advised to make its request before Monday, 9th May 2005. Even if those Beijing Yanhua Shareholders do not make their request before Monday, 9th May 2005, their right to request for a fair price will not be extinguished under PRC laws. Beijing Yanhua H Shareholders are reminded that the last day of