Articles of Association of China Petroleum & Chemical Corporation

(Approved by the extraordinary shareholders' meeting on April 22, 2003;

approved by the State-owned Assets Administration Commission on June 5, 2003)

CHAPTER 1

GENERAL PROVISIONS

Article 1 These Articles of Association are drawn up in accordance with the "Company Law of the People's Republic of China "(the "Company Law"), "Special regulations of the State Council regarding the issue of shares overseas and the listing of shares overseas by companies limited by share" (the "Special Regulations"), "Mandatory provisions for the Articles of Association of the Company to be Listed Overseas " ("Mandatory Provisions"), "Guidelines for Articles of Association of Listed Companies", "Standards for the Governance of Listed Companies" and other relevant laws and regulations to maintain the legitimate interests of China Petroleum& Chemical Corporation (the "Company") and its shareholders and creditors, and to regulate the organization and conducts of the Company.

Article 2 These Articles of Association of the Company are effective on the date of incorporation of the Company. Any amendment to these Articles of Association involving the Mandatory Provisions shall be effective upon being passed by the shareholders in a general meeting and examined and approved by the company authorized by the State Council. From the date on which the Company's Articles of Association come into effect, the Company's Articles of Association shall constitute a legally binding document regulating the Company's organization and activities, and the rights and obligations between the Company and its shareholders and among the shareholders interse.

Article 3 These Articles of Association are binding on the Company, its shareholders and directors, supervisors, president, vice-president, Chief Financial Officer and secretary of the board of directors; all of whom are entitled, according to these Articles of Association, to make claims concerning the affairs of the Company. A shareholder may take action against the Company and the Company may take action against a shareholder or a director, a supervisor, the president, the vice-president, the Chief Financial Officer or the secretary of the board of directors pursuant to these Articles of Association. A shareholder may also take action against another shareholder or directors, supervisors, president, vice-president, Chief Financial Officer and the secretary of the board of directors of the Company pursuant to these Articles of Association.

The actions referred to in the preceding paragraph include court proceedings and arbitration proceedings.

Article 4 The Company is a joint stock limited company established in accordance with the Company Law, the Special Regulations and other relevant laws and administrative regulations of the State.

The Company was established by way of promotion with the approval of the State Economic and Trade Commission of the People's Republic of China ("PRC"), as evidenced by approval document Guo Jing Mao Qi Gai [2000] No. 154. It is registered with and has obtained a business licence from China's State Administration Bureau of Industry and Commerce on 25 February 2000. The Company's business licence number is: 1000001003298.

The promoter of the Company is: China Petrochemical Corporation.

Article 5 The registered name of the Company:

Article 6 The address of the Company: A6, Huixindong Street, Chao yang District, Beijing, China.

Zip: 100029

Tel: (010) 64999295

Fax: (010) 64999294

Website: www. sin opec. com. Cn

Article 7 The Company's legal representative is the Chairman of the board of directors of the Company.

Article 8 The Company is a joint stock limited company which has perpetual existence. The capital of the Company is divided into shares of equal value. The rights and responsibilities of the Company's shareholders shall only be limited to the proportion of the shares as held by them; the Company shall be responsible for the Company's debts by all of its assets. The Company is an independent legal person, subject to the jurisdiction and under the protection of the laws and administrative rules of the PRC.

Article 9 The Company may set up wholly-owned or holding branch organizations such as subsidiaries, branches, representative offices and offices according to its business development needs. The wholly-owned or holding subsidiary may be named with China Petroleum& Chemical Corporation's abbreviation "SINOPEC". The branches, representative offices and offices are non-legal person branch organizations and shall be named with the full name of China Petroleum& Chemical Corporation. The Company may set up branch organizations (whether or not wholly-owned) outside the PRC and in the Hong Kong SAR, Macau SAR and Taiwan according to its business development needs and upon the approval of the relevant government body.

Article 10 The Company may invest in other limited liability companies or joint stock limited companies. The Company's liabilities to an invested company shall be limited to the amount of its capital contribution to the invested company. The Company shall not become the unlimited liability shareholder of other profit-making organizations.

Upon approval of the companies approving department authorized by the State Council, the Company may, according to its operating and management needs, operate as a holding company as prescribed in Article 12 (2) of the Company Law.

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