09:38 BEIJING YANHUA<00325> - Announcement (2) dealings in the Beijing Yanhua H Shares on the Stock Exchange will be on Friday, 29th April 2005 and the last time for lodging transfers of the Beijing Yanhua H Shares in order to qualify for entitlements under the Proposal will be 4:00 p.m. on Monday, 9th May 2005. Beijing Yanhua ADS Holders are reminded that the last day of dealings in the Beijing Yanhua ADSs on the NYSE will be on Thursday, 28th April 2005 (United States Eastern Standard Time). The Beijing Yanhua's ADS Registers will be closed from 5:00 p.m. on Thursday, 28th April 2005 (United States Eastern Standard Time). The listing of the Beijing Yanhua H Shares is expected to be withdrawn from the Stock Exchange with effect from 9:30 a.m. on Wednesday, 11th May 2005. The listing of the Beijing Yanhua ADSs is expected to be withdrawn from the NYSE upon the making of proper filing by the NYSE with the SEC not later than Tuesday, 10th May 2005 (United States Eastern Standard Time). Upon payment of the Merger Consideration to the Bank of New York, Beijing Yanhua intends to terminate the registration of the Beijing Yanhua ADSs with the SEC under the Exchange Act on account of the fact that the Beijing Yanhua ADSs will be owned by less than 300 holders in the United States of America. This announcement is made further to: (a) the joint announcement dated 29th December 2004 and made by Beijing Yanhua and Sinopec Corp. in which it was stated that a proposal would be put forward to Beijing Yanhua Shareholders regarding the proposed privatization of Beijing Yanhua through Beijing Feitian by way of merger by absorption of Beijing Yanhua under Article 184 of the PRC Company Law at the cancellation price of HK$3.80 per Beijing Yanhua H Share; and (b) the announcement issued by Beijing Yanhua on 4th March 2005 in which it was stated that the Special General Meetings were duly held on the same date during which all the resolutions proposed were duly passed. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless the context herein requires otherwise. FULFILLMENT OF CONDITIONS AND EARLY PAYMENT OF THE MERGER CONSIDERATION 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, 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. Beijing Feitian and Beijing Yanhua are considering to pay the Merger Consideration to the Beijing Yanhua H Shareholders other than the Dissenting Beijing Yanhua Shareholders (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. 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 the de-registration filings are processed, Beijing Yanhua will be formally de-registered and the Merger will become effective. CHANGE TO THE EXPECTED TIMETABLE To implement the early payment of the Merger Consideration and the early withdrawal of the Beijing Yanhua Listing, the revised expected timetable (`Revised Expected Timetable') for the Proposal is set out below: Filing for de-registration of Beijing Yanhua with Beijing AIC Monday, 25th April 2005